amn_exhibit43v01.htm


    
      
        Execution
Version

         

         

          
            

            

          

        

      

      


       

      


      


      


      


      


       

      


      


      


      


      


      AMERON
(PTE) LTD.

      


      


      


      


      


      


      
        
          
            
              

            

             

          

        

      

      NOTE
PURCHASE AGREEMENT

       

      
        
          

        



       

      
 

      


      November
25, 2005

      


      


      


      


      


      


      SGD51,000,000
4.245% Senior Secured Notes due November 25, 2012

       

       

       

       

       

       

       

       

       

       

       

       

       

        
          

        

        
          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      	 	
                                                                              TABLE
      OF CONTENTS

                                                                            	 
	 	 	 
	 	 	
                                                                              Page

                                                                            	 
	 	 	 	 
	1.	AUTHORIZATION
      OF NOTES	
                                                                                      
      1

                                                                            	 
	 	 	 	 
	2. 	SALE
      AND PURCHASE OF NOTES	
                                                                              1

                                                                            	 
	 	 	 	 
	3. 	CLOSING	
                                                                              1

                                                                            	 
	 	 	 	 
	4. 	CONDITIONS
      TO CLOSING	
                                                                              2

                                                                            	 
	 	 	 	 
	 	
                                                                              4.1.

                                                                            	
                                                                              Representations
      and Warranties

                                                                            	
                                                                              2

                                                                            	 
	 	
                                                                              4.2.

                                                                            	
                                                                              Performance;
      No Default

                                                                            	
                                                                              2

                                                                            	 
	 	
                                                                              4.3.

                                                                            	
                                                                              Compliance
      Certificate

                                                                            	
                                                                              2

                                                                            	 
	 	
                                                                              4.4.

                                                                            	
                                                                              Opinions
      of Counsel

                                                                            	
                                                                              2

                                                                            	 
	 	
                                                                              4.5.

                                                                            	
                                                                              Purchase
      Permitted By Applicable Law, etc.

                                                                            	
                                                                              3

                                                                            	 
	 	
                                                                              4.6.

                                                                            	
                                                                              Sale
      of Other Notes

                                                                            	
                                                                              3

                                                                            	 
	 	
                                                                              4.7.

                                                                            	
                                                                              Payment
      of Special Counsel Fees

                                                                            	
                                                                              3

                                                                            	 
	 	
                                                                              4.8.

                                                                            	
                                                                              Private
      Placement Number

                                                                            	
                                                                              3

                                                                            	 
	 	
                                                                              4.9.

                                                                            	
                                                                              Changes
      in Corporate Structure

                                                                            	
                                                                              3

                                                                            	 
	 	
                                                                              4.10.

                                                                            	
                                                                              Security
      Interests in Personal and Mixed Property; Mortgages

                                                                            	
                                                                              4

                                                                            	 
	 	
                                                                              4.11.

                                                                            	
                                                                              Evidence
      of Insurance.

                                                                            	
                                                                              5

                                                                            	 
	 	
                                                                              4.12.

                                                                            	
                                                                              Note
      Party Documents

                                                                            	
                                                                              5

                                                                            	 
	 	
                                                                              4.13.
      

                                                                            	
                                                                              Collateral
      Agency and Intercreditor Agreement

                                                                            	
                                                                              5

                                                                            	 
	 	
                                                                              4.14.

                                                                            	
                                                                              Structuring
      Fee

                                                                            	
                                                                              5

                                                                            	 
	 	
                                                                              4.15.

                                                                            	
                                                                              Acceptance
      of Appointment to Receive Service of Process.

                                                                            	
                                                                              6

                                                                            	 
	 	
                                                                              4.16.

                                                                            	
                                                                              Proceedings
      and Documents

                                                                            	
                                                                              6

                                                                            	 
	 	 	 	 	 
	5. 	REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY	
                                                                              6

                                                                            	 
	 	 	 	 
	 	
                                                                              5.1.

                                                                            	
                                                                              Organization;
      Power and Authority

                                                                            	
                                                                              6

                                                                            	 
	 	
                                                                              5.2.

                                                                            	
                                                                              Authorization,
      etc

                                                                            	
                                                                              6

                                                                            	 
	 	
                                                                              5.3.

                                                                            	
                                                                              Compliance
      with Laws, Other Instruments, etc

                                                                            	
                                                                              6

                                                                            	 
	 	
                                                                              5.4.

                                                                            	
                                                                              Governmental
      Authorizations, etc

                                                                            	
                                                                              7

                                                                            	 
	 	
                                                                              5.5.

                                                                            	
                                                                              Litigation;
      Observance of Agreements, Statutes and Orders

                                                                            	
                                                                              7

                                                                            	 
	 	
                                                                              5.6.

                                                                            	
                                                                              Taxes

                                                                            	
                                                                              7

                                                                            	 
	 	
                                                                              5.7.

                                                                            	
                                                                              Private
      Offering by the Company

                                                                            	
                                                                              8

                                                                            	 
	 	
                                                                              5.8.

                                                                            	
                                                                              Use
      of Proceeds; Margin Regulations

                                                                            	
                                                                              8

                                                                            	 
	 	
                                                                              5.9.

                                                                            	
                                                                              Foreign
      Assets Control Regulations, etc

                                                                            	
                                                                              8

                                                                            	 
	 	
                                                                              5.10.

                                                                            	
                                                                              Status
      under Certain Statutes

                                                                            	
                                                                              9

                                                                            	 
	 	
                                                                              5.11.

                                                                            	
                                                                              Currency
      Control Laws

                                                                            	
                                                                              9

                                                                            	 
	 	 	 	 	 
	6. 	REPRESENTATIONS
      OF THE PURCHASER	
                                                                              9

                                                                            	 
	 	 	 	 
	 	
                                                                              6.1.

                                                                            	
                                                                              Purchase
      for Investment

                                                                            	
                                                                              9

                                                                            	 
	 	
                                                                              6.2.

                                                                            	
                                                                              Source
      of Funds

                                                                            	
                                                                              9

                                                                            	 
	 	 	 	 	 
	7. 	INFORMATION
      AS TO COMPANY	
                                                                              11

                                                                            	 
	 	 	 	 
	 	
                                                                              7.1.

                                                                            	
                                                                              Financial
      and Business Information

                                                                            	
                                                                              11

                                                                            	 


                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        



       

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                                                                            7.2.

                                                                          	
                                                                            Inspection

                                                                          	
                                                                            12

                                                                          	 
      
	 	 	 	 	 
	8. 	PREPAYMENT
      OF THE NOTES	
                                                                            13

                                                                          	 
      
	 	 	 	 
	 	
                                                                            8.1.

                                                                          	
                                                                            Required
      Prepayments

                                                                          	
                                                                            13

                                                                          	 
      
	 	
                                                                            8.2.

                                                                          	
                                                                            Optional
      Prepayments with Make-Whole Amount

                                                                          	
                                                                            13

                                                                          	 
      
	 	
                                                                            8.3.

                                                                          	
                                                                            Allocation
      of Partial Prepayments

                                                                          	
                                                                            13

                                                                          	 
      
	 	
                                                                            8.4.

                                                                          	
                                                                            Maturity;
      Surrender, etc.

                                                                          	
                                                                            13

                                                                          	 
      
	 	
                                                                            8.5.

                                                                          	
                                                                            Make-Whole
      Amount

                                                                          	
                                                                            13

                                                                          	 
      
	 	
                                                                            8.6.

                                                                          	
                                                                            Prepayments
      under the Collateral Agency and Intercreditor Agreement.

                                                                          	
                                                                            15

                                                                          	 
      
	 	 	 	 	 
	9. 	AFFIRMATIVE
      COVENANTS	
                                                                            15

                                                                          	 
      
	 	 	 	 
	 	
                                                                            9.1.

                                                                          	
                                                                            Compliance
      with Law

                                                                          	
                                                                            15

                                                                          	 
      
	 	
                                                                            9.2.

                                                                          	
                                                                            Maintenance
      of Properties

                                                                          	
                                                                            15

                                                                          	 
      
	 	
                                                                            9.3.

                                                                          	
                                                                            Payment
      of Taxes and Claims

                                                                          	
                                                                            15

                                                                          	 
      
	 	
                                                                            9.4.

                                                                          	
                                                                            Corporate
      Existence, etc.

                                                                          	
                                                                            16

                                                                          	 
      
	 	
                                                                            9.5.

                                                                          	
                                                                            Information
      Required by Rule 144A

                                                                          	
                                                                            16

                                                                          	 
      
	 	 	 	 	 
	10. 	NEGATIVE
      COVENANTS	
                                                                            16

                                                                          	 
      
	 	 	 	 
	 	
                                                                            10.1

                                                                          	
                                                                            Use
      of Proceeds; Hostile Tender Offer

                                                                          	
                                                                            16

                                                                          	 
      
	 	
                                                                            10.2

                                                                          	
                                                                            Terrorism
      Sanctions Regulations

                                                                          	
                                                                            16

                                                                          	 
      
	 	 	 	 	 
	11. 	EVENTS
      OF DEFAULT	
                                                                            17

                                                                          	 
      
	 	 	 	 
	12. 	REMEDIES
      ON DEFAULT, ETC.	
                                                                            20

                                                                          	 
      
	 	 	 	 
	 	
                                                                            12.1.

                                                                          	
                                                                            Acceleration

                                                                          	
                                                                            20

                                                                          	 
      
	 	
                                                                            12.2.

                                                                          	
                                                                            Other
      Remedies

                                                                          	
                                                                            20

                                                                          	 
      
	 	
                                                                            12.3.

                                                                          	
                                                                            Rescission

                                                                          	
                                                                            21

                                                                          	 
      
	 	
                                                                            12.4.

                                                                          	
                                                                            No
      Waivers or Election of Remedies, Expenses, etc.

                                                                          	
                                                                            21

                                                                          	 
      
	 	 	 	 	 
	13. 	REGISTRATION;
      EXCHANGE; SUBSTITUTION OF NOTES	
                                                                            21

                                                                          	 
      
	 	 	 	 
	 	
                                                                            13.1.

                                                                          	
                                                                            Registration
      of Notes

                                                                          	
                                                                            21

                                                                          	 
      
	 	
                                                                            13.2.

                                                                          	
                                                                            Transfer
      and Exchange of Notes; Transferee to Become Party to Collateral Agency and
      Intercreditor Agreement

                                                                          	
                                                                            22

                                                                          	 
      
	 	
                                                                            13.3.

                                                                          	
                                                                            Replacement
      of Notes

                                                                          	
                                                                            22

                                                                          	 
      
	 	 	 	 	 
	14. 	TAX
      INDEMNIFICATION	
                                                                            22

                                                                          	 
      
	 	 	 	 
	15. 	PAYMENTS
      ON NOTES	
                                                                            26

                                                                          	 
      
	 	 	 	 
	 	
                                                                            15.1.

                                                                          	
                                                                            Place
      of Payment

                                                                          	
                                                                            26

                                                                          	 
      
	 	
                                                                            15.2.

                                                                          	
                                                                            Home
      Office Payment

                                                                          	
                                                                            26

                                                                          	 
      
	 	 	 	 	 
	16. 	EXPENSES,
      ETC	
                                                                            26

                                                                          	 
      
	 	 	 	 
	 	
                                                                            16.1.

                                                                          	
                                                                            Transaction
      Expenses

                                                                          	
                                                                            26

                                                                          	 
      
	 	
                                                                            16.2.

                                                                          	
                                                                            Certain
      Taxes

                                                                          	
                                                                            27

                                                                          	 
      
	 	
                                                                            16.3.

                                                                          	
                                                                            Survival

                                                                          	
                                                                            27

                                                                          	 
      
	 	 	 	 	 
	17. 	SURVIVAL
      OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT	
                                                                            27

                                                                          	 
      


                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

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                                        	18.	AMENDMENT
      AND WAIVER	
                                                27

                                              	
                                                 
      

                                              
	 	 	 	 
	 	
                                                18.1.

                                              	
                                                Requirements

                                              	
                                                27

                                              	 
      
	 	
                                                18.2.

                                              	
                                                Solicitation
      of Holders of Notes

                                              	
                                                28

                                              	 
      
	 	
                                                18.3.

                                              	
                                                Binding
      Effect, etc.

                                              	
                                                28

                                              	 
      
	 	
                                                18.4.

                                              	
                                                Notes
      held by Company, etc.

                                              	
                                                28

                                              	 
      
	 	 	 	 	 
	19. 	NOTICES	
                                                28

                                              	 
      
	 	 	 	 
	20. 	REPRODUCTION
      OF DOCUMENTS	
                                                29

                                              	 
      
	 	 	 	 
	21. 	CONFIDENTIAL
      INFORMATION	
                                                29

                                              	 
      
	 	 	 	 
	22. 	SUBSTITUTION
      OF PURCHASER	
                                                30

                                              	 
      
	 	 	 	 
	23. 	MISCELLANEOUS	
                                                31

                                              	 
      
	 	 	 	 
	 	
                                                23.1.

                                              	
                                                Successors
      and Assigns

                                              	
                                                31

                                              	 
      
	 	
                                                23.2.

                                              	
                                                Payments
      Due on Non-Business Days

                                              	
                                                31

                                              	 
      
	 	
                                                23.3.

                                              	
                                                Severability

                                              	
                                                31

                                              	 
      
	 	
                                                23.4.

                                              	
                                                Construction

                                              	
                                                31

                                              	 
      
	 	
                                                23.5.

                                              	
                                                Counterparts

                                              	
                                                31

                                              	 
      
	 	
                                                23.6.

                                              	
                                                Governing
      Law

                                              	
                                                32

                                              	 
      
	 	
                                                23.7.

                                              	
                                                Collateral
      Release Date

                                              	
                                                32

                                              	 
      
	 	
                                                23.8.

                                              	
                                                Jurisdiction
      and Process; Waiver of Jury Trial

                                              	
                                                32

                                              	 
      
	 	
                                                23.9.

                                              	
                                                Obligation
      to Make Payment in Singapore Dollars

                                              	
                                                33

                                              	 
      
	 	
                                                23.10.

                                              	
                                                Language

                                              	
                                                33

                                              	 
      


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      iii

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Schedules and
Exhibits

        


        


        
          
            
              
                	
                        Schedule
      A

                      	
                        --

                      	
                        Information
      Relating to Purchasers

                      
	 	 	 
	
                        Schedule
      B

                      	
                        --

                      	
                        Defined
      Terms

                      
	 
      	 
      	 
      
	
                        Schedule
      5.8

                      	
                        --

                      	
                        Use
      of Proceeds

                      
	 
      	 
      	 
      
	
                        Exhibit
      1

                      	
                        --

                      	
                        Form
      of 4.245% Senior Secured Note due November 25, 2012

                      
	 
      	 
      	 
      
	
                        Exhibit
      2(a)

                      	
                        --

                      	
                        Form
      of Opinion of General Counsel for the Note Parties

                      
	
                        Exhibit
      2(b)

                      	
                        --

                      	
                        Form
      of Opinion of Special United States Counsel for the Note
      Parties

                      
	
                        Exhibit
      2(c)

                      	
                        --

                      	
                        Form
      of Opinion of Special Singapore Counsel for the Company

                      
	
                        Exhibit
      2(d)

                      	
                        --

                      	
                        Form
      of Opinion of Special Hawaiian Counsel for Island Ready - Mix Concrete,
      Inc.

                      
	 
      	 
      	 
      
	
                        Exhibit
      3

                      	
                        --

                      	
                        Form
      of Collateral Agency and Intercreditor Agreement

                      
	 
      	 
      	 
      
	
                        Exhibit
      4

                      	
                        --

                      	
                        Form
      of Mortgage

                      
	 
      	 
      	 
      
	
                        Exhibit
      5

                      	
                        --

                      	
                        Form
      of Security Agreement

                      
	 
      	 
      	 
      
	
                        Exhibit
      6

                      	
                        --

                      	
                        Form
      of Multiparty
Guaranty

                      


              

            

          

        

        


         

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      AMERON
(PTE) LTD.

      c/o
Ameron International Corporation

      245
South Los Robles Avenue

      Pasadena,
California  91101-3638

       

      SGD51,000,000
4.245% Senior Secured Notes due November 25, 2012

      


       November
25, 2005

       

      To each
of the Purchasers listed

      on the
attached signature pages:

       

      Ladies
and Gentlemen:

       

      AMERON (PTE) LTD., a private
company incorporated under the laws of Singapore (the “Company”), agrees with you as
follows:

       

      1.           AUTHORIZATION
OF NOTES.

       

      The
Company will authorize the issue and sale of SGD51,000,000 aggregate principal
amount of its 4.245% Senior Secured Notes due November 25, 2012 (the “Notes”, such term to include
any such notes issued in substitution therefor pursuant to Section 13 of this
Agreement). The Notes shall be substantially in the form set out in Exhibit 1, with such
changes therefrom, if any, as may be approved by you and the
Company.  The Notes shall be secured by the Collateral pursuant to the
Collateral Documents and guaranteed by the Parent Guarantor and the Subsidiary
Guarantors pursuant to the Multiparty Guaranty.  Certain capitalized
terms used in this Agreement are defined in Schedule B;
references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a
Schedule or an Exhibit attached to this Agreement.

       

      2.           SALE
AND PURCHASE OF NOTES.

       

      Subject
to the terms and conditions of this Agreement, the Company will issue and sell
to you and you will purchase from the Company, at the Closing provided for in
Section 3, Notes in the principal amount specified opposite your name in Schedule A at the
purchase price of 100% of the principal amount thereof.  Each of your
obligations hereunder are several and not joint obligations and you shall have
no obligation and no liability to any Person for the performance or
non-performance by any Other Purchaser hereunder.

       

      3.           CLOSING.

       

      The sale
and purchase of the Notes to be purchased by you and the Other Purchasers shall
occur at the offices of Bingham McCutchen LLP at Three Embarcadero Center, San
Francisco, California, at 9:00 a.m., San Francisco time, at a closing (the
“Closing”) on November
25, 2005 or on such other Business Day thereafter on or prior to November 30,
2005 as may be agreed upon by the Company and you and the Other
Purchasers.  On the Document Delivery Date, the Company will deliver
to you the Notes to be purchased by you in the form of a single Note (or such
greater number of Notes in denominations of at least SGD100,000 as you may
request) dated the date of the Closing and registered in your name (or in the
name of your nominee), against delivery by you to the Company or its order on
the date of the Closing of immediately available funds in the amount of the
purchase price therefor by wire transfer of immediately available funds as
directed by the Company in a funding instruction letter delivered to you at
least two Business Days prior to the Document Delivery Date.  If the
Company shall fail to tender such Notes to you as provided above in this Section
3, or any of the conditions specified in Section 4 shall not have been fulfilled
to your satisfaction on or before the Document Delivery Date or the date of
Closing, as applicable (as specified in Section 4 below), you shall, at your
election, be relieved of all further obligations under this Agreement, without
thereby waiving any rights you may have by reason of such failure or such
nonfulfillment.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.           CONDITIONS
TO CLOSING.

       

      Your
obligation to purchase and pay for the Notes to be sold to you at the Closing is
subject to the fulfillment to your satisfaction, on or before the Document
Delivery Date or the date of Closing (as specified below), of the following
conditions:

       

      4.1.           Representations
and Warranties.

       

      The
representations and warranties of the Note Parties in the Note Documents shall
be correct when made and at the time of the Closing.

       

      4.2.           Performance;
No Default.

       

      Each Note
Party shall have performed and complied with all agreements and conditions
contained in the Note Documents required to be performed or complied with by it
prior to the date of Closing (or, if specified in Section 3 or 4 hereof, the
Document Delivery Date) and after giving effect to the issue and sale of the
Notes (and the application of the proceeds thereof as contemplated by Schedule
5.8) no Default or Event of Default shall have occurred and be
continuing.  None of the Note Parties shall not have entered into any
transaction since August 28, 2005 that would have been prohibited by Section 10
hereof had such Section applied since such date and neither the Parent Guarantor
nor any Subsidiary of the Parent Guarantor shall have entered into any
transaction since August 28, 2005 that would have been prohibited by Section 13
of the Multiparty Guaranty had such Section applied since such
date.

       

      4.3.           Compliance
Certificate.

       

      The
Company shall have delivered to you on or before the Document Delivery Date an
Officer’s Certificate, dated the date of the Closing, certifying that the
conditions specified in Sections 4.1, 4.2 and 4.9 have been
fulfilled.

       

      4.4.           Opinions
of Counsel.

       

      You shall
have received on or before the Document Delivery Date opinions in form and
substance satisfactory to you, dated the date of the Closing (a)
from Javier Solis, Esq. and Gibson, Dunn & Crutcher LLP, General Counsel and
Special United States Counsel, respectively, for the Company and the other Note
Parties, covering the matters set forth in Exhibit
2(a) and Exhibit
2(b), respectively, and covering such other matters incident to the
transactions contemplated hereby as you or your counsel may reasonably request
(and the Company hereby instructs its counsel to deliver such opinion to you);
(b) 
from Drew & Napier LLC, Special Singapore Counsel for the Company, covering
the matters set forth in Exhibit
2(c) and covering such other matters incident to the transactions
contemplated hereby as you or your counsel may reasonably request (and the
Company hereby instructs its counsel to deliver such opinion to you); (c) from
Case Bigelow & Lombardi, Special Hawaiian Counsel for Island Ready-Mix
Concrete, Inc., covering the  matters set forth in Exhibit
2(d) and covering such other matters incident to the transactions
contemplated hereby as you or your counsel may reasonably request (and the
Company hereby instructs its counsel to deliver such opinion to you); and (d)
from Bingham McCutchen LLP, your special United States counsel in connection
with such transactions, covering such matters incident to such transactions as
you may reasonably request.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      4.5.           Purchase
Permitted By Applicable Law, etc.

       

      On the
date of the Closing your purchase of Notes shall (i) be
permitted by the laws and regulations of each jurisdiction to which you are
subject, without recourse to provisions (such as Section 1405(a)(8) of the New
York Insurance Law) permitting limited investments by insurance companies
without restriction as to the character of the particular investment, (ii) not
violate any applicable law or regulation (including, without limitation,
Regulation T, U or X of the Board of Governors of the Federal Reserve System)
and (iii)
not subject you to any tax, penalty or liability under or pursuant to any
applicable law or regulation, which law or regulation was not in effect on the
date hereof.  If requested by you, you shall have received an
Officer’s Certificate certifying as to such matters of fact as you may
reasonably specify to enable you to determine whether such purchase is so
permitted.

       

      4.6.           Sale
of Other Notes.

       

      Contemporaneously
with the Closing the Company shall sell to the Other Purchasers and the Other
Purchasers shall purchase the Notes to be purchased by them at the Closing as
specified in Schedule
A.

       

      4.7.           Payment
of Special Counsel Fees.

       

      Without
limiting the provisions of Section 16.1, the Company shall have paid on or
before the Document Delivery Date the fees, charges and disbursements of your
special counsel referred to in Section 4.4 to the extent reflected in a
statement of such counsel rendered to the Company at least one Business Day
prior to the Document Delivery Date.

       

      4.8.           Private
Placement Number.

       

      A Private
Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in
cooperation with the Securities Valuation Office of the National Association of
Insurance Commissioners) shall have been obtained for the Notes.

       

      4.9.           Changes
in Corporate Structure.

       

      The
Company shall not have changed its jurisdiction of organization or been a party
to any merger or consolidation and shall not have succeeded to all or any
substantial part of the liabilities of any other entity, at any time following
the date of the most recent financial statements referred to in Section 9(e) of
the Multiparty Guaranty.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      4.10.                      Security
Interests in Personal and Mixed Property; Mortgages.

       

      You shall
have received evidence satisfactory to you on or before the Document Delivery
Date that the Note Parties (other than the Company) shall have taken or caused
to be taken all such actions, executed and delivered or caused to be executed
and delivered all such agreements, documents and instruments (including all
amendments, supplements or other modifications to the Collateral Documents to
ensure that the obligations evidenced by the Notes are secured by the Liens
created under the Collateral Documents in favor of the Collateral Agent), and
made or caused to be made all such filings and recordings that may be necessary
or, in your opinion or the opinion of the Collateral Agent, desirable in order
to create in favor of the Collateral Agent, for the benefit of the Intercreditor
Lenders (including, without limitation, each of the holders of the Notes), a
valid and (upon such filing and recording) perfected First Priority security
interest in the entire personal and mixed property Collateral and each of the
Mortgaged Properties.  Such actions shall include the
following:

       

      (a)           Amendment to Security
Agreement.  The Collateral Agent shall have received from the
Note Parties on or before the Document Delivery Date a fully executed copy of
that certain Amendment to Security Agreement, dated as of November 25, 2005,
among the Collateral Agent, the Parent Guarantor and the Subsidiary Guarantors,
in form and substance satisfactory to you, pursuant to which the terms of that
certain Security Agreement dated as of January 24, 2003 among the Collateral
Agent, the Parent Guarantor and the Subsidiary Guarantors are being amended to
grant a valid and enforceable First Priority security interest in the entire
personal and mixed property Collateral in favor of the Collateral Agent, for the
benefit of the Intercreditor Lenders (including, without limitation, each of the
holders of the Notes), to secure all Intercreditor Indebtedness (including,
without limitation, all Debt evidenced by the Notes);

       

      (b)           Mortgages.  The
Collateral Agent shall have received from the Note Parties on or before the
Document Delivery Date fully executed and notarized modifications or amendments
to each of the Mortgages for each of the Mortgaged Properties in proper form for
recording in all appropriate places in all applicable jurisdictions, creating a
valid and enforceable First Priority Mortgage Lien on each Mortgaged Property in
favor of the Collateral Agent, for the benefit of the Intercreditor Lenders, to
secure all Intercreditor Indebtedness; and

       

      (c)           Title Insurance
Endorsements.  The Collateral Agent shall have received from
the Note Parties on or before the Document Delivery Date (i) an endorsement to
the Mortgage Policy previously issued by the Title Company with respect to each
Mortgaged Property covering such matters as may be reasonably requested by the
holders of the Notes and (ii) evidence of payment of all premiums in respect of
such endorsements.

       

      Notwithstanding
the foregoing, the parties hereto acknowledge and agree that the existing
foreign stock pledge agreements executed by certain of the Notes Parties in
favor of the Collateral Agent pursuant to the terms of the Credit Agreement, the
1996 Note Agreement and the 2003 Note Agreement shall not be modified or amended
as provided above.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      4.11.                      Evidence
of Insurance.

       

      You and
the Collateral Agent shall have received on or before the Document Delivery Date
a certificate from the Parent Guarantor’s insurance broker or other evidence
satisfactory to you that all insurance required to be maintained pursuant to the
Collateral Documents is in full force and effect and that the Collateral Agent
has been named as additional insured and/or loss payee thereunder to the extent
required under the Collateral Documents.

       

      4.12.                      Note
Party Documents

       

      On or
before the Document Delivery Date, the Note Parties shall have delivered to you
with respect to the Company or such other Note Party, as the case may be, each,
unless otherwise noted, dated the date of the Closing:

       

      (a)     Certified
copies of the Organizational Documents of such Person, together with a good
standing certificate from the Secretary of State or other applicable
Governmental Authority of its jurisdiction of organization, and, to the extent
generally available, a certificate or other evidence of good standing as to
payment of any applicable franchise or similar taxes from the appropriate taxing
authority of each such state or jurisdiction, each to be dated a recent date
prior to the date of the Closing;

       

      (b)     Resolutions
of the Governing Body of such Person approving and authorizing the execution,
delivery and performance of the Note Documents to which it is a party, certified
as of the date of the Closing by the secretary or similar officer of such Person
as being in full force and effect without modification or
amendment;

       

      (c)     Signature
and incumbency certificates of the officers of the Note Party executing the
documents referred to in item (b) above, and any other documents, instruments
and certificates required to be executed by such Note Party in connection
herewith or therewith;

       

      (d)     Copies of
the Note Documents, duly executed by each party thereto; and

       

      (e)     Such
other documents or certificates as you may reasonably request.

       

      4.13.                      Collateral
Agency and Intercreditor Agreement.

       

      On or
before the date of the Document Delivery Date, the Collateral Agency and
Intercreditor Agreement shall have been duly executed and delivered by the
parties thereto.

       

      4.14.                      Structuring
Fee.

       

      In
connection with this transaction, the Company shall have paid to the Purchasers
on or before the Document Delivery Date a structuring fee in the aggregate
amount of US$30,000.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      4.15.                      Acceptance
of Appointment to Receive Service of Process.

       

      The
Company shall have delivered to you on or before the Document Delivery Date
evidence of the acceptance by National Registered Agents, Inc. of the
appointment and designation provided for by Section 23.8 for the period from the
date of the Closing to November 25, 2013 (and the payment in full of all fees in
respect thereof).

       

      4.16.                      Proceedings
and Documents.

       

      All
corporate and other proceedings in connection with the transactions contemplated
by this Agreement and all documents and instruments incident to such
transactions shall be satisfactory to you and your special counsel, and you and
your special counsel shall have received on or before the Document Delivery Date
all such counterpart originals or certified or other copies of such documents as
you or they may reasonably request.

       

      5.           REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.

       

      The
Company represents and warrants to you that:

       

      5.1.           Organization;
Power and Authority.

       

      The
Company is a private company duly organized, validly existing and in good
standing under the laws of Singapore, and, to the extent applicable, is duly
qualified as a foreign company and is in good standing in each jurisdiction in
which such qualification is required by law, other than those jurisdictions as
to which the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.  The Company has the power and authority to own or
hold under lease the properties it purports to own or hold under lease, to
transact the business it transacts and proposes to transact, to execute and
deliver this Agreement, the Notes and the other Note Documents to which it is a
party and to perform the provisions hereof and thereof.

       

      5.2.           Authorization,
etc.

       

      This
Agreement, the Notes and the other Note Documents to which the Company is a
party have been duly authorized by all necessary action on the part of the
Company, and this Agreement and the other Note Documents to which the Company is
a party constitute, and upon execution and delivery thereof each Note will
constitute, a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as such enforceability
may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally and (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

       

      5.3.           Compliance
with Laws, Other Instruments, etc.

       

      The
execution, delivery and performance by the Company of the Note Documents to
which it is a party will not (i) contravene,
result in any breach of, or constitute a default under, or result in the
creation of any Lien in respect of any property of the Company under, any
indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease,
Organizational Document, or any other agreement or instrument to which the
Company is bound or by which the Company or any of its properties may be bound
or affected, (ii) conflict with or
result in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or Governmental Authority
applicable to the Company or (iii) violate any
provision of any statute or other rule or regulation of any Governmental
Authority applicable to the Company.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      5.4.           Governmental
Authorizations, etc.

       

      No
consent, approval or authorization of, or registration, filing or declaration
with, any Governmental Authority is required to be obtained or made by the
Company in connection with the execution, delivery or performance by the Company
of any Note Document to which it is a party, including, without limitation, any
thereof required in connection with the obtaining of Singapore Dollars to make
payments under this Agreement, the Notes or any other Note Document and the
payment of such Singapore Dollars to Persons resident in the United States of
America.  It is not necessary to ensure the legality, validity,
enforceability or admissibility into evidence in Singapore of this Agreement,
the Notes or any other Note Document or any other document be filed, recorded or
enrolled with any Governmental Authority, or that any such agreement or document
be stamped with any stamp, registration or similar transaction tax (other than
stamp duties imposed by any Governmental Authority in Singapore in connection
with any proceedings conducted in the courts of Singapore).

       

      5.5.           Litigation;
Observance of Agreements, Statutes and Orders.

       

      (a)           There
are no actions, suits or proceedings pending or, to the knowledge of the
Company, threatened against or affecting the Company or any property of the
Company in any court or before any arbitrator of any kind or before or by any
Governmental Authority that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.

       

      (b)           The
Company is not in default under any term of any agreement or instrument to which
it is a party or by which it is bound, or any order, judgment, decree or ruling
of any court, arbitrator or Governmental Authority and is not in violation of
any applicable law, ordinance, rule or regulation (including, without
limitation, any Environmental Laws or, to the extent applicable to the Company,
the USA Patriot Act) of any Governmental Authority, which default or violation,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

       

      5.6.           Taxes.

       

      The
Company and its Subsidiaries have filed all tax returns that are required to
have been filed in any jurisdiction, and have paid all taxes shown to be due and
payable on such returns and all other taxes and assessments levied upon them or
their properties, assets, income or franchises, to the extent such taxes and
assessments have become due and payable and before they have become delinquent,
except for any taxes and assessments (i) the amount of
which is not individually or in the aggregate Material or (ii) the amount,
applicability or validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which the Company or a Subsidiary,
as the case may be, has established adequate reserves in accordance with
Singapore Financial Reporting Standards.  The Company knows of no
basis for any other tax or assessment that could reasonably be expected to have
a Material Adverse Effect.  The charges, accruals and reserves on the
books of the Company and its Subsidiaries in respect of Federal, state or other
taxes for all fiscal periods are adequate in accordance with Singapore Financial
Reporting Standards.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      5.7.           Private
Offering by the Company.

       

      Neither
the Company nor anyone acting on its behalf has offered the Notes or any similar
securities for sale to, or solicited any offer to buy any of the same from, or
otherwise approached or negotiated in respect thereof with, any Person other
than you and the Other Purchasers, each of which has been offered the Notes at a
private sale for investment.  Neither the Company nor anyone acting on
its behalf has taken, or will take, any action that would subject the issuance
or sale of the Notes to the registration requirements of Section 5 of the
Securities Act or to the registration requirements of any securities or blue sky
laws of any applicable jurisdiction.

       

      5.8.           Use
of Proceeds; Margin Regulations.

       

      The
Company will apply the proceeds of the sale of the Notes as set forth in Schedule
5.8.  No part of the proceeds from the sale of the Notes
hereunder will be used, directly or indirectly, for the purpose of buying or
carrying any margin stock within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System (12 CFR 221), or for the purpose of
buying or carrying or trading in any securities under such circumstances as to
involve the Company in a violation of Regulation X of said Board (12 CFR 224) or
to involve any broker or dealer in a violation of Regulation T of said Board (12
CFR 220).  The Company and its Subsidiaries do not own any margin
stock and the Company does not have any present intention of acquiring margin
stock.  As used in this Section, the terms “margin stock” and “purpose of buying or carrying”
shall have the meanings assigned to them in said Regulation U.

       

      5.9.           Foreign
Assets Control Regulations, etc.

       

      (a)     Neither
the sale of the Notes by the Company hereunder nor its use of the proceeds
thereof will violate the Trading with the Enemy Act, as amended, or any of the
foreign assets control regulations of the United States Treasury Department (31
CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or
executive order relating thereto.

       

      (b)     Neither
the Company nor any Subsidiary (i) is a Person described or designated in
the Specially Designated Nationals and Blocked Persons List of the Office of
Foreign Assets Control or in section 1 of the Anti-Terrorism Order or
(ii) engages in any dealings or transactions with any such
Person.  The Company and its Subsidiaries are in compliance, in all
material respects, with the USA Patriot Act, to the extent applicable to the
Company.

       

      (c)     No part
of the proceeds from the sale of the Notes hereunder will be used, directly or
indirectly, for any payments to any governmental official or employee, political
party, official of a political party, candidate for political office, or anyone
else acting in an official capacity, in order to obtain, retain or direct
business or obtain any improper advantage, in violation of the United States
Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that
such Act applies to the Company.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      5.10.                      Status
under Certain Statutes.

       

      The
Company is not subject to regulation under the Investment Company Act of 1940,
as amended, the Public Utility Holding Company Act of 1935, as amended, the ICC
Termination Act of 1995, as amended, or the Federal Power Act, as
amended.

       

      5.11.                      Currency
Control Laws.

       

      There are
no currency or exchange controls under the laws of Singapore which would affect
the ability of the Company to pay to any holder of the Notes any amounts owing
under this Agreement, the Notes or any other Note Document.

       

      6.           REPRESENTATIONS
OF THE PURCHASER.

       

      6.1.           Purchase
for Investment.

       

      Each of
you represents that you are an institutional “accredited investor” within the
meaning of subparagraphs (1), (2), (3) or (7) of Rule 501(a) promulgated under
the Securities Act.  Each of you represents that you are purchasing
the Notes to be purchased by you for your own account or for one or more
separate accounts maintained by you or for the account of one or more pension or
trust funds and not with a view to the distribution thereof, provided that the
disposition of your or their property shall at all times be within your or their
control.  You understand that the Notes have not been registered under
the Securities Act and may be resold only if registered pursuant to the
provisions of the Securities Act or if an exemption from registration is
available, except under circumstances where neither such registration nor such
an exemption is required by law, and that the Company is not required to
register the Notes.

       

      6.2.           Source
of Funds.

       

      Each of
you represents that at least one of the following statements is an accurate
representation as to each source of funds (a “Source”) to be used by you to
pay the purchase price of the Notes to be purchased by you
hereunder:

       

      (i)     the
Source is an “insurance company general account” (as the term is defined in the
United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of
which the reserves and liabilities (as defined by the annual statement for life
insurance companies approved by the National Association of Insurance
Commissioners (the “NAIC Annual
Statement”)) for the general account contract(s) held by or on behalf of
any employee benefit plan together with the amount of the reserves and
liabilities for the general account contract(s) held by or on behalf of any
other employee benefit plans maintained by the same employer (or affiliate
thereof as defined in PTE 95-60) or by the same employee organization in the
general account do not exceed 10% of the total reserves and liabilities of the
general account (exclusive of separate account liabilities) plus surplus as set
forth in the NAIC Annual Statement filed with your state of domicile;
or

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (ii)     the
Source is a separate account that is maintained solely in connection with your
fixed contractual obligations under which the amounts payable, or credited, to
any employee benefit plan (or its related trust) that has any interest in such
separate account (or to any participant or beneficiary of such plan (including
any annuitant)) are not affected in any manner by the investment performance of
the separate account; or

       

      (iii)     the
Source is either (a) an insurance company pooled separate account, within the
meaning of PTE 90-1 or (b) a bank collective investment fund, within the meaning
of the PTE 91-38 and, except as disclosed by you to the Company in writing
pursuant to this clause (iii), no employee benefit plan or group of plans
maintained by the same employer or employee organization beneficially owns more
than 10% of all assets allocated to such pooled separate account or collective
investment fund; or

       

      (iv)     the
Source constitutes assets of an “investment fund” (within the meaning of Part V
of PTE 84-14 (the “QPAM
Exemption”)) managed by a “qualified professional asset manager” or
“QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit
plan’s assets that are included in such investment fund, when combined with the
assets of all other employee benefit plans established or maintained by the same
employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM
Exemption) of such employer or by the same employee organization and managed by
such QPAM, exceed 20% of the total client assets managed by such QPAM, the
conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the
QPAM nor a person controlling or controlled by the QPAM (applying the definition
of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest
in the Company and (a) the identity of such QPAM and (b) the names of all
employee benefit plans whose assets are included in such investment fund have
been disclosed to the Company in writing pursuant to this clause (iv);
or

       

      (v)     the
Source constitutes assets of a “plan(s)” (within the meaning of Section IV of
PTE 96-23 (the “INHAM
Exemption”)) managed by an “in-house asset manager” or “INHAM” (within
the meaning of Part IV of the INHAM exemption), the conditions of Part I(a), (g)
and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person
controlling or controlled by the INHAM (applying the definition of “control” in
Section IV(d) of the INHAM Exemption) owns a 5% or more interest in the Company
and (a) the identity of such INHAM and (b) the name(s) of the employee benefit
plan(s) whose assets constitute the Source have been disclosed to the Company in
writing pursuant to this clause (v); or

       

      (vi)     the
Source is a governmental plan; or

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (vii)     the
Source is one or more employee benefit plans, or a separate account or trust
fund comprised of one or more employee benefit plans, each of which has been
identified to the Company in writing pursuant to this clause (vii);
or

       

                     (viii)     the
Source does not include assets of any employee benefit plan, other than a plan
exempt from the coverage of ERISA.

       

      As used
in this Section 6.2, the terms “employee benefit plan”, “governmental plan”, “party in interest” and “separate account” shall have
the respective meanings assigned to such terms in Section 3 of
ERISA.

       

      7.           INFORMATION
AS TO COMPANY.

       

      7.1.           Financial
and Business Information.

       

      The
Company shall deliver to each holder of Notes that is an Institutional
Investor:

       

      (a)     Annual Financial
Statements — as soon as practicable and in any event within 90 days after
the end of each fiscal year, consolidated statements of income, cash flows and
stockholders’ equity of the Company and its Subsidiaries for such year, and a
consolidated balance sheet of the Company and its Subsidiaries as at the end of
such year, setting forth in each case in comparative form corresponding
consolidated figures from the preceding annual audit, all in reasonable detail,
prepared in accordance with Singapore Financial Reporting Standards,
satisfactory in form to the Required Holders, and accompanied

       

      (i)           by
an opinion thereon of independent certified public accountants of recognized
international standing, which opinion shall state that such financial statements
present fairly, in all material respects, the financial position of the
companies being reported upon and their results of operations and cash flows and
have been prepared in conformity with Singapore Financial Reporting Standards,
and that the examination of such accountants in connection with such financial
statements has been made in accordance with generally accepted auditing
standards, and that such audit provides a reasonable basis for such opinion in
the circumstances, and

       

      (ii)           a
certificate of such accountants stating that they have reviewed this Agreement
and stating further whether, in making their audit, they have become aware of
any condition or event that then constitutes a Default or an Event of Default,
and, if they are aware that any such condition or event then exists, specifying
the nature and period of the existence thereof (it being understood that such
accountants shall not be liable, directly or indirectly, for any failure to
obtain knowledge of any Default or Event of Default unless such accountants
should have obtained knowledge thereof in making an audit in accordance with
generally accepted auditing standards or did not make such an
audit);

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (b)     Notice of Default or Event
of Default — promptly, and in any event within five days after a
Responsible Officer of the Company becoming aware of the existence of any
Default or Event of Default or that any Person has given any notice or taken any
action with respect to a claimed default hereunder or that any Person has given
any notice or taken any action with respect to a claimed default of the type
referred to in Section 11(f) or 11(g), a written notice specifying the nature
and period of existence thereof and what action the Company is taking or
proposes to take with respect thereto;

       

      (c)     Notices from Governmental
Authority — promptly, and in any event within 30 days of receipt thereof,
copies of any notice to the Company or any Subsidiary of the Company from any
Federal or state Governmental Authority relating to any order, ruling, statute
or other law or regulation that could reasonably be expected to have a Material
Adverse Effect; and

       

      (d)     Requested Information
— with reasonable promptness, such other data and information relating to the
business, operations, affairs, financial condition, assets or properties of the
Company or any of its Subsidiaries or relating to the ability of any of the Note
Parties to perform their respective obligations hereunder, under the other Note
Documents and under the Notes as from time to time may be reasonably requested
by any such holder of Notes.

       

      7.2.           Inspection.

       

      The
Company shall permit the representatives of each holder of Notes that is an
Institutional Investor:

       

      (a)     No Default — if no
Default or Event of Default then exists, at the expense of such holder and upon
reasonable prior notice to the Company, to visit the principal executive office
of the Company, to discuss the affairs, finances and accounts of the Company
with the Company’s officers, and (with the consent of the Company, which consent
will not be unreasonably withheld) its independent public accountants, and (with
the consent of the Company, which consent will not be unreasonably withheld) to
visit the other offices and properties of the Company, all at such reasonable
times and as often as may be reasonably requested in writing; and

       

      (b)     Default — if a
Default or Event of Default then exists, at the expense of the Company to visit
and inspect any of the offices or properties of the Company, to examine all its
books of account, records, reports and other papers, to make copies and extracts
therefrom, and to discuss its affairs, finances and accounts with their
respective officers and independent public accountants (and by this provision
the Company authorizes said accountants to discuss the affairs, finances and
accounts of the Company), all at such times and as often as may be
requested.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      8.           PREPAYMENT
OF THE NOTES.

       

      8.1.           Required
Prepayments.

       

      On
November 25, 2008 and on each November 25 thereafter to and including November
25, 2011 the Company will prepay SGD10,200,000 principal amount (or such lesser
principal amount as shall then be outstanding) of the Notes at par and without
payment of the Make-Whole Amount or any premium, provided, that upon
any partial prepayment of the Notes pursuant to Section 8.2, the principal
amount of each required prepayment of the Notes becoming due under this Section
8.1 on and after the date of any such partial prepayment shall be reduced in the
same proportion as the aggregate unpaid principal amount of the Notes is reduced
as a result of such prepayment or purchase.

       

      8.2.           Optional
Prepayments with Make-Whole Amount.

       

      The
Company may, at its option, upon notice as provided below, prepay at any time
all, or from time to time any part of, the Notes, in an amount not less than
SGD2,000,000 of the aggregate principal amount of the Notes then outstanding in
the case of a partial prepayment, at 100% of the principal amount so prepaid,
plus the
Make-Whole Amount determined for the prepayment date with respect to such
principal amount.  The Company will give each holder of Notes written
notice of each optional prepayment under this Section 8.2 not less than 30 days
and not more than 60 days prior to the date fixed for such
prepayment.  Each such notice shall specify such date, the aggregate
principal amount of the Notes to be prepaid on such date and the principal
amount of each Note held by such holder to be prepaid (determined in accordance
with Section 8.3).

       

      8.3.           Allocation
of Partial Prepayments.

       

      In the
case of each partial prepayment of the Notes, the principal amount of the Notes
to be prepaid shall be allocated among all of the Notes at the time outstanding
in proportion, as nearly as practicable, to the respective unpaid principal
amounts thereof not theretofore called for prepayment.

       

      8.4.           Maturity;
Surrender, etc.

       

      In the
case of each prepayment of Notes pursuant to this Section 8, the principal
amount of each Note to be prepaid shall mature and become due and payable on the
date fixed for such prepayment, together with interest on such principal amount
accrued to such date and the applicable Make-Whole Amount, if
any.  From and after such date, unless the Company shall fail to pay
such principal amount when so due and payable, together with the interest and
Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue.  Any Note paid or prepaid in full shall be
surrendered to the Company and cancelled and shall not be reissued, and no Note
shall be issued in lieu of any prepaid principal amount of any
Note.

       

      8.5.           Make-Whole
Amount.

       

      The term
“Make-Whole Amount”
means, with respect to any Note, an amount equal to the excess, if any, of the
Discounted Value of the Remaining Scheduled Payments with respect to the Called
Principal of such Note over the amount of such Called Principal, provided that the
Make-Whole Amount may in no event be less than zero.  For the purposes
of determining the Make-Whole Amount, the following terms have the following
meanings:

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      “Called Principal” means, with
respect to any Note, the principal of such Note that is to be prepaid pursuant
to Section 8.2 or has become or is declared to be immediately due and payable
pursuant to Section 12.1, as the context requires.

       

      “Discounted Value” means, with
respect to the Called Principal of any Note, the amount obtained by discounting
all Remaining Scheduled Payments with respect to such Called Principal from
their respective scheduled due dates to the Settlement Date with respect to such
Called Principal, in accordance with accepted financial practice and at a
discount factor (applied on the same periodic basis as that on which interest on
the Notes is payable) equal to the Reinvestment Yield with respect to such
Called Principal.

       

      “Reinvestment Yield” means,
with respect to the Called Principal of any Note, the yield to maturity implied
by (i) the yields reported as of 10:00 a.m. (New York City local time) on the
Business Day next preceding the Settlement Date with respect to such Called
Principal for actively traded benchmark Singapore Government bonds having a
maturity equal to the Remaining Average Life of such Called Principal as of such
Settlement Date, on the display designated as Page 0#SGBMK on the Reuters Screen
(or if Reuters shall cease to report such yields or shall cease to be Prudential
Capital Group’s customary source of information for calculating
yield-maintenance amounts on privately placed notes, then such source as is then
Prudential Capital Group’s customary source of such information), or if such
yields are not reported as of such time or the yields reported shall not be
ascertainable, (ii) the average of the yields for such securities as determined
by Recognized Singapore Government Bond Market Makers.  Such implied
yield will be determined, if necessary, by (a) converting quotations to
bond-equivalent yields in accordance with accepted financial practice and (b)
interpolating linearly between (1) the actively traded benchmark Singapore
Government bonds with the maturity closest to and greater than the Remaining
Average Life of such Called Principal and (2) the actively traded benchmark
Singapore Government bonds with the maturity closest to and less than the
Remaining Average Life of such Called Principal.

       

      “Remaining Average
Life”  means, with respect to any Called Principal, the number
of years (calculated to the nearest one-twelfth year) obtained by dividing
(i) such Called
Principal into (ii) the sum of the
products obtained by multiplying (a) the principal
component of each Remaining Scheduled Payment with respect to such Called
Principal by (b) the number of
years (calculated to the nearest one-twelfth year) that will elapse between the
Settlement Date with respect to such Called Principal and the scheduled due date
of such Remaining Scheduled Payment.

       

      “Remaining Scheduled Payments”
means, with respect to the Called Principal of any Note, all payments of such
Called Principal and interest thereon that would be due after the Settlement
Date with respect to such Called Principal if no payment of such Called
Principal were made prior to its scheduled due date, provided that if such
Settlement Date is not a date on which interest payments are due to be made
under the terms of the Notes, then the amount of the next succeeding scheduled
interest payment will be reduced by the amount of interest accrued to such
Settlement Date and required to be paid on such Settlement Date pursuant to
Section 8.2 or 12.1.

       

      
        
          
          

        

        
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      “Settlement Date” means, with
respect to the Called Principal of any Note, the date on which such Called
Principal is to be prepaid pursuant to Section 8.2 or has become or is declared
to be immediately due and payable pursuant to Section 12.1, as the context
requires.

       

      8.6.           Prepayments
under the Collateral Agency and Intercreditor Agreement.

       

      Any
prepayments of the Notes in accordance with the Collateral Agency and
Intercreditor Agreement under circumstances in which the Notes have not been
declared due and payable under Section 11 hereof shall be treated as optional
prepayments under Section 8.2 for purposes of calculating any Make-Whole Amount
due in connection with such prepayment.

       

      9.           AFFIRMATIVE
COVENANTS.

       

      The
Company covenants that so long as any of the Notes are outstanding:

       

      9.1.           Compliance
with Law.

       

      The
Company will comply with all laws, ordinances or governmental rules or
regulations to which it is subject, including, without limitation, all
Environmental Laws and, to the extent applicable to the Company, ERISA, and the
USA Patriot Act, and will obtain and maintain in effect all licenses,
certificates, permits, franchises and other governmental authorizations
necessary to the ownership of its properties or to the conduct of its business,
in each case to the extent necessary to ensure that non-compliance with such
laws, ordinances or governmental rules or regulations or failures to obtain or
maintain in effect such licenses, certificates, permits, franchises and other
governmental authorizations could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

       

      9.2.           Maintenance
of Properties.

       

      The
Company will maintain and keep, or cause to be maintained and kept, its
properties in good repair, working order and condition (other than ordinary wear
and tear), so that the business carried on in connection therewith may be
properly conducted at all times, provided that this
Section shall not prevent the Company from discontinuing the operation and the
maintenance of any of its properties if such discontinuance is desirable in the
conduct of its business and the Company has concluded that such discontinuance
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

       

      9.3.           Payment
of Taxes and Claims.

       

      The
Company will and will cause each of its Subsidiaries to file all tax returns
required to be filed in any jurisdiction and to pay and discharge all taxes
shown to be due and payable on such returns and all other taxes, assessments,
governmental charges, or levies imposed on them or any of their properties,
assets, income or franchises, to the extent such taxes and assessments have
become due and payable and before they have become delinquent and all claims for
which sums have become due and payable that have or might become a Lien on
properties or assets of the Company or any Subsidiary, provided that neither
the Company nor any Subsidiary need pay any such tax or assessment or claims if
(i) the
amount, applicability or validity thereof is contested by the Company or such
Subsidiary on a timely basis in good faith and in appropriate proceedings, and
the Company or a Subsidiary has established adequate reserves therefor in
accordance with Singapore Financial Reporting Standards on the books of the
Company or such Subsidiary or (ii) the
nonpayment of all such taxes and assessments in the aggregate could not
reasonably be expected to have a Material Adverse Effect.

       

      
        
          
          

        

        
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      9.4.           Corporate
Existence, etc.

       

      The
Company will at all times preserve and keep in full force and effect its
corporate existence.

       

      9.5.           Information
Required by Rule 144A.

       

      The
Company will, upon the request of the holder of any Note, provide such holder,
and any qualified institutional buyer designated by such holder, such financial
and other information as such holder may reasonably determine to be necessary in
order to permit compliance with the information requirements of Rule 144A under
the Securities Act in connection with the resale of Notes, except at such times
as the Company is subject to the reporting requirements of section 13 or 15(d)
of the Exchange Act.  For the purpose of this Section 9.7, the term
“qualified institutional buyer” shall have the meaning specified in Rule 144A
under the Securities Act, but shall not include any Person who is engaged in
businesses of the type then being engaged in by the Company.

       

      10.           NEGATIVE
COVENANTS.

       

      The
Company covenants that so long as any of the Notes are outstanding:

       

      10.1.                      Use
of Proceeds; Hostile Tender Offer.

       

      The
Company covenants that the proceeds of the Notes will be immediately distributed
in their entirety to the Parent Guarantor as a dividend on the Capital Stock of
the Company held by the Parent Guarantor, and the Company covenants that in no
event shall any of the proceeds of the Notes be used to fund a Hostile Tender
Offer, or to fund distributions, loans, or advances to any other Person (other
than the Parent Guarantor).

       

      10.2           Terrorism
Sanctions Regulations.

       

      The
Company will not, and will not permit any Subsidiary to, (a) become a
Person described or designated in the Specially Designated Nationals and Blocked
Persons List of the Office of Foreign Assets Control or in Section 1 of the
Anti-Terrorism Order or (b) engage in any dealings or transactions with any such
Person.

       

      
        
          
          

        

        
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      11.           EVENTS
OF DEFAULT.

       

      An “Event of Default” shall exist
if any of the following conditions or events shall occur and be
continuing:

       

      (a)     the
Company defaults in the payment of any principal or Make-Whole Amount, if any,
on any Note when the same becomes due and payable, whether at maturity or at a
date fixed for prepayment or by declaration or otherwise; or

       

      (b)     the
Company defaults in the payment of (i) any interest on any Note or any amount
payable pursuant to Section 14 for more than five Business Days after the same
becomes due and payable, or (ii) the Collateral Agent fee set forth in Section
4.03 of the Collateral Agency and Intercreditor Agreement, to the Collateral
Agent; or

       

      (c)     the
Company defaults in the performance of or compliance with any term contained in
Section 9.4 or Section 10 hereof or any other Note Party defaults in the
performance or compliance with any term contained in Section 13 of the
Multiparty Guaranty; or

       

      (d)     the
Company defaults in the performance of or compliance with any term contained
herein (other than those referred to in paragraphs (a), (b) and (c) of this
Section 11) and such default is not remedied within 30 days after the earlier of
(i) a
Responsible Officer of the Company or the Parent Guarantor obtaining actual
knowledge of such default and (ii) the Company
or any other Note Party receiving written notice of such default from any holder
of a Note (any such written notice to be identified as a “notice of default” and
to refer specifically to this paragraph (d) of Section 11); or

       

      (e)     any Note
Party defaults in the performance of or compliance with any term contained in
any Note Document other than this Agreement (other than those referred to in
paragraphs (b) and (c) of this Section 11) and such default is not remedied
within 30 days after the earlier of (i) a Responsible
Officer of the Company or the Parent Guarantor obtaining actual knowledge of
such default and (ii) the Company
or the Parent Guarantor receiving written notice of such default from any holder
of a Note (any such written notice to be identified as a “notice of default” and
to refer specifically to this paragraph (e) of Section 11); or

       

      (f)     (i) any
representation or warranty made in writing by or on behalf of the Company or any
Note Party or by any officer of the Company or any Note Party in this Agreement,
any other Note Document or in any writing furnished in connection with the
transactions contemplated hereby or thereby proves to have been false or
incorrect in any material respect on the date as of which made, (ii) the
Multiparty Guaranty for any reason, other than in satisfaction in full of all
Intercreditor Indebtedness evidenced by this Agreement, the Notes, the 1996 Note
Purchase Agreement, the 2003 Note Purchase Agreement and the Existing Notes,
shall cease to be in full force and effect with respect to the Parent Guarantor
or any Subsidiary Guarantor (other than in accordance with its terms) or shall
be declared null and void with respect to the Parent Guarantor or any Subsidiary
Guarantor, (iii) any Collateral Document shall for any reason cease to be in
full force and effect (other than by reason of a release of Collateral
thereunder in accordance with the terms hereof or thereof, the satisfaction in
full of all Intercreditor Indebtedness, or any other termination of such
Collateral Document in accordance with the terms hereof or thereof ) or shall be
declared null and void, or the Collateral Agent shall not have or shall cease to
have a valid and perfected First Priority Lien in any Collateral purported to be
covered thereby (subject to the express limitations set forth in the Security
Agreement), or (iv) any Note Party shall contest the validity or enforceability
of any Note Document in writing or deny in writing that it has any further
liability under any Note Document to which it is a party; or

       

      
        
          
          

        

        
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      (g)     (i) the Company, the
Parent Guarantor or any Restricted Subsidiary is in default (as principal or as
guarantor or other surety) in the payment of any principal of or premium or
make-whole amount or interest on any Debt beyond any period of grace provided
with respect thereto, or (ii) the Company, the
Parent Guarantor or any Restricted Subsidiary is in default in the performance
of or compliance with any term of any evidence of any Debt or of any mortgage,
indenture or other agreement relating thereto or any other condition exists, and
as a consequence of such default or condition such Debt has become, or has been
declared (or one or more Persons are entitled to declare such Debt to be), due
and payable before its stated maturity or before its regularly scheduled dates
of payment, or (iii) as a consequence
of the occurrence or continuation of any event or condition (other than the
passage of time, the sale of assets on which the holder of applicable Debt has a
Lien, the sale of Capital Stock, or the right of the holder of Debt to convert
such Debt into equity interests), (x) the Company, the
Parent Guarantor or any Restricted Subsidiary has become obligated to purchase
or repay Debt before its regular maturity or before its regularly scheduled
dates of payment, or (y) one or more
Persons have the right to require the Company, the Parent Guarantor or any
Restricted Subsidiary so to purchase or repay such Debt; provided that, except
in the case of Debt under the Credit Agreement, the aggregate outstanding
principal amount of all Debt referred to in clauses (i) through (iii),
inclusive, is at least US$5,000,000 (or its equivalent in other currencies);
or

       

      (h)     the
Company, the Parent Guarantor or any Restricted Subsidiary (i) is generally
not paying, or admits in writing its inability to pay, its debts as they become
due, (ii) files, or
consents by answer or otherwise to the filing against it of, a petition for
relief or reorganization or arrangement or any other petition in bankruptcy, for
liquidation or to take advantage of any bankruptcy, insolvency, reorganization,
moratorium or other similar law of any jurisdiction, (iii) makes an
assignment for the benefit of its creditors, (iv) consents to the
appointment of a custodian, receiver, trustee or other officer with similar
powers with respect to it or with respect to any substantial part of its
property, (v) is
adjudicated as insolvent or to be liquidated, or (vi) takes corporate
action for the purpose of any of the foregoing; or

       

      (i)     a court
or governmental authority of competent jurisdiction enters an order appointing,
without consent by the Company, the Parent Guarantor or any of its Restricted
Subsidiaries, a custodian, receiver, trustee or other officer with similar
powers with respect to it or with respect to any substantial part of its
property, or constituting an order for relief or approving a petition for relief
or reorganization or any other petition in bankruptcy or for liquidation or to
take advantage of any bankruptcy or insolvency law of any jurisdiction, or
ordering the dissolution, winding-up or liquidation of the Company, the Parent
Guarantor or any of its Restricted Subsidiaries, or any such petition shall be
filed against the Company, the Parent Guarantor or any of its Restricted
Subsidiaries and such petition shall not be dismissed within 60 days;
or

       

      
        
          
          

        

        
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      (j)     any event
occurs with respect to the Company which under the laws of any jurisdiction is
analogous to any of the events described in Section 11(h) or (i), provided that the applicable
grace period, if any, which shall apply shall be the one applicable to the
relevant proceeding which most closely corresponds to the proceeding described
in Section 11(h) or (i); or

       

      (k)     (i) a
final judgment or judgments for the payment of money aggregating in excess of
US$5,000,000 (or its equivalent in other currencies) (to the extent not covered
by an independent third-party insurance carrier with a rating of “A-” or better
by S&P or an equivalent rating from another nationally recognized credit
rating agency and as to which such insurer has acknowledged coverage with
respect to such judgment or judgments) are rendered against one or more of the
Company, the Parent Guarantor and the Restricted Subsidiaries and which
judgments are not, within 30 days after entry thereof, bonded, discharged or
stayed pending appeal, or are not discharged within 30 days after the expiration
of such stay, or (ii) a final judgment or judgments for the payment of money
aggregating in excess of US$5,000,000 (or its equivalent in other currencies)
(whether or not covered by insurance) are rendered against one or more of the
Company, the Parent Guarantor and the Restricted Subsidiaries and enforcement
proceedings are commenced by any creditor upon such judgment or judgments;
or

       

      (l)     if (i) any Plan
shall fail to satisfy the minimum funding standards of ERISA or the Code for any
plan year or part thereof or a waiver of such standards or extension of any
amortization period is sought or granted under section 412 of the Code, (ii) a notice of
intent to terminate any Plan shall have been or is reasonably expected to be
filed with the PBGC or the PBGC shall have instituted proceedings under ERISA
section 4042 to terminate or appoint a trustee to administer any Plan or the
PBGC shall have notified the Parent Guarantor or any ERISA Affiliate that a Plan
may become a subject of any such proceedings, (iii) the aggregate
“amount of unfunded benefit liabilities” (within the meaning of section
4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of
ERISA shall exceed US$5,000,000 (or its equivalent in other currencies), (iv) the Parent
Guarantor or any ERISA Affiliate shall have incurred or is reasonably expected
to incur any liability pursuant to Title I or IV of ERISA or the penalty or
excise tax provisions of the Code relating to employee benefit plans, (v) the Parent
Guarantor or any ERISA Affiliate withdraws from any Multiemployer Plan, (vi) the Company, the
Parent Guarantor or any Subsidiary establishes or amends any employee welfare
benefit plan that provides post-employment welfare benefits in a manner that
would increase the liability of the Company or any Subsidiary thereunder; and
any such event or events described in clauses (i) through (vi) above, either
individually or together with any other such event or events, could reasonably
be expected to have a Material Adverse Effect; or

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      (m)     a Change
of Control shall occur.

       

      As used
in Section 11(l), the terms “employee benefit plan” and
“employee welfare benefit
plan” shall have the respective meanings assigned to such terms in
Section 3 of ERISA.

       

      12.           REMEDIES
ON DEFAULT, ETC.

       

      12.1.                      Acceleration.

       

      (a)     If an
Event of Default with respect to the Company described in paragraph (h), (i) or
(j) of Section 11 (other than an Event of Default described in clause (i) of
paragraph (h) or described in clause (vi) of paragraph (h) by virtue of the fact
that such clause encompasses clause (i) of paragraph (h)) has occurred, all the
Notes then outstanding shall automatically become immediately due and
payable.

       

      (b)     If any
other Event of Default has occurred and is continuing, any holder or holders of
more than 51% in principal amount of the Notes at the time outstanding may at
any time at its or their option, by notice or notices to the Company, declare
all the Notes then outstanding to be immediately due and payable.

       

      Upon any
Notes becoming due and payable under this Section 12.1, whether automatically or
by declaration, such Notes will forthwith mature and the entire unpaid principal
amount of such Notes, plus (x) all accrued and
unpaid interest thereon and (y) the Make-Whole
Amount determined in respect of such principal amount (to the full extent
permitted by applicable law), shall all be immediately due and payable, in each
and every case without presentment, demand, protest or further notice, all of
which are hereby waived.  The Company acknowledges, and the parties
hereto agree, that each holder of a Note has the right to maintain its
investment in the Notes free from repayment by the Company (except as herein
specifically provided for) and that the provision for payment of a Make-Whole
Amount by the Company in the event that the Notes are prepaid or are accelerated
as a result of an Event of Default, is intended to provide compensation for the
deprivation of such right under such circumstances.

       

      12.2.                      Other
Remedies.

       

      If any
Default or Event of Default has occurred and is continuing, and irrespective of
whether any Notes have become or have been declared immediately due and payable
under Section 12.1, the holder of any Note at the time outstanding may proceed
to protect and enforce the rights of such holder by an action at law, suit in
equity or other appropriate proceeding, whether for the specific performance of
any agreement contained herein, in any Note or in any other Note Document, or
for an injunction against a violation of any of the terms hereof or thereof, or
in aid of the exercise of any power granted hereby or thereby or by law or
otherwise, subject to Section 2.06 of the Collateral Agency and Intercreditor
Agreement.  Any breach by any holder of any Note of Section 2.06 of
the Collateral Agency and Intercreditor Agreement shall not in any way limit
such holder’s rights hereunder or result in a claim by the Company against such
holder.

       

      
        
          
          

        

        
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      12.3.                      Rescission.

       

      At any
time after any Notes have been declared due and payable pursuant to clause (b)
or (c) of Section 12.1, the holders of not less than 51% in principal amount of
the Notes then outstanding, by written notice to the Company, may rescind and
annul any such declaration and its consequences if (a) the Company
has paid all overdue interest on the Notes, all principal of and Make-Whole
Amount, if any, on any Notes that are due and payable and are unpaid other than
by reason of such declaration, and all interest on such overdue principal and
Make-Whole Amount, if any, and (to the extent permitted by applicable law) any
overdue interest in respect of the Notes, at the Default Rate, (b) all Events of
Default and Defaults, other than non-payment of amounts that have become due
solely by reason of such declaration, have been cured or have been waived
pursuant to Section 18, and (c) no judgment
or decree has been entered and no foreclosure remedy with respect to the
Collateral has been consummated for the payment of any monies due pursuant
hereto or to the Notes.  No rescission and annulment under this
Section 12.3 will extend to or affect any subsequent Event of Default or Default
or impair any right consequent thereon.

       

      12.4.                      No
Waivers or Election of Remedies, Expenses, etc.

       

      No course
of dealing and no delay on the part of any holder of any Note in exercising any
right, power or remedy shall operate as a waiver thereof or otherwise prejudice
such holder’s rights, powers or remedies.  No right, power or remedy
conferred by this Agreement, by any Note or any other Note Document upon any
holder thereof shall be exclusive of any other right, power or remedy referred
to herein or therein or now or hereafter available at law, in equity, by statute
or otherwise.  Without limiting the obligations of the Company under
Section 16, the Company will pay to the holder of each Note on demand such
further amount as shall be sufficient to cover all costs and expenses of such
holder incurred in any enforcement or collection under this Section 12,
including, without limitation, reasonable attorneys’ fees, expenses and
disbursements.

       

      13.           REGISTRATION;
EXCHANGE; SUBSTITUTION OF NOTES.

       

      13.1.                      Registration
of Notes.

       

      The
Company shall keep at its principal executive office a register for the
registration and registration of transfers of Notes.  The name and
address of each holder of one or more Notes, each transfer thereof and the name
and address of each transferee of one or more Notes shall be registered in such
register.  Prior to due presentment for registration of transfer, the
Person in whose name any Note shall be registered shall be deemed and treated as
the owner and holder thereof for all purposes hereof, and the Company shall not
be affected by any notice or knowledge to the contrary.  The Company
shall give to any holder of a Note that is an Institutional Investor promptly
upon request therefor, a complete and correct copy of the names and addresses of
all registered holders of Notes.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      13.2.                      Transfer
and Exchange of Notes; Transferee to Become Party to CollateralAgency and
Intercreditor Agreement.

       

      Upon
surrender of any Note at the principal executive office of the Company for
registration of transfer or exchange (and in the case of a surrender for
registration of transfer, duly endorsed or accompanied by a written instrument
of transfer duly executed by the registered holder of such Note or his attorney
duly authorized in writing and accompanied by the address for notices of each
transferee of such Note or part thereof), the Company shall execute and deliver,
at the Company’s expense (except as provided below), one or more new Notes (as
requested by the holder thereof) in exchange therefor, in an aggregate principal
amount equal to the unpaid principal amount of the surrendered
Note.  Each such new Note shall be payable to such Person as such
holder may request and shall be substantially in the form of Exhibit 1.  Each
such new Note shall be dated and bear interest from the date to which interest
shall have been paid on the surrendered Note or dated the date of the
surrendered Note if no interest shall have been paid thereon.  The
Company may require payment of a sum sufficient to cover any stamp tax or
governmental charge imposed in respect of any such transfer of
Notes.  Notes shall not be transferred in denominations of less than
SGD100,000, provided that if
necessary to enable the registration of transfer by a holder of its entire
holding of Notes, one Note may be in a denomination of less than
SGD100,000.  Any transferee, by its acceptance of a Note registered in
its name (or the name of its nominee), shall be deemed to have made the
representation set forth in Section 6.2.  Each transferee of Note
shall, as a condition to transfer, simultaneously become a party to the
Collateral Agency and Intercreditor Agreement.

       

      13.3.                      Replacement
of Notes.

       

      Upon
receipt by the Company of evidence reasonably satisfactory to the Company of the
ownership of and the loss, theft, destruction or mutilation of any Note (which
evidence shall be, in the case of an Institutional Investor, notice from such
Institutional Investor of such ownership and such loss, theft, destruction or
mutilation), and

       

      (a)     in the
case of loss, theft or destruction, of indemnity reasonably satisfactory to it
(provided that
if the holder of such Note is, or is a nominee for, an original Purchaser or
another holder of a Note with a minimum net worth of at least US$100,000,000,
such Person’s own unsecured agreement of indemnity shall be deemed to be
satisfactory), or

       

      (b)     in the
case of mutilation, upon surrender and cancellation thereof,

       

      the
Company at its own expense shall execute and deliver, in lieu thereof, a new
Note, dated and bearing interest from the date to which interest shall have been
paid on such lost, stolen, destroyed or mutilated Note or dated the date of such
lost, stolen, destroyed or mutilated Note if no interest shall have been paid
thereon.

       

      14.           TAX
INDEMNIFICATION.

       

      All
payments whatsoever under this Agreement and the Notes will be made by the
Company in Singapore Dollars free and clear of, and without liability or
withholding or deduction for or on account of, any Taxes of whatever nature
imposed or levied by or on behalf of any jurisdiction other than the United
States (or any political subdivision or taxing authority of or in such
jurisdiction) (hereinafter a “Taxing Jurisdiction”), unless
the withholding or deduction of such Tax is compelled by law.

       

      
        
          
          

        

        
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      If any
deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time
be required in respect of any amounts to be paid by the Company under this
Agreement or the Notes, the Company will pay to the relevant Taxing Jurisdiction
the full amount required to be withheld, deducted or otherwise paid before
penalties attach thereto or interest accrues thereon and pay to each holder of a
Note such additional amounts as may be necessary in order that the net amounts
paid to such holder pursuant to the terms of this Agreement or the Notes after
such deduction, withholding or payment (including, without limitation, any
required deduction or withholding of Tax on or with respect to such additional
amount), shall be not less than the amounts then due and payable to such holder
under the terms of this Agreement or the Notes before the assessment of such
Tax, provided that no
payment of any additional amounts shall be required to be made for or on account
of:

       

      (a)     any Tax
imposed, levied, assessed, deducted or withheld by Singapore (or any political
subdivision or taxing authority of or in such jurisdiction); provided that if, as a result
of any change to existing laws, ordinances, treaties or governmental rules or
regulations in force as of November 1, 2005, any additional Taxes (such Taxes
herein referred to as, "Additional Singapore Taxes")
are imposed, levied, assessed, deducted or withheld by Singapore (or any
political subdivision or taxing authority of or in such jurisdiction), then the
Company will pay to each holder of the Notes such additional amounts as may be
necessary in order that the net amount of every payment made to each holder of
Notes, after provision for payment of such Additional Singapore Taxes, shall be
equal to the amount which such holder would have received had no Additional
Singapore Taxes been imposed;

       

      (b)     any Tax
that would not have been imposed but for the existence of any present or former
connection between such holder (or a fiduciary, settlor, beneficiary, member of,
shareholder of, or possessor of a power over, such holder, if such holder is an
estate, trust, partnership or corporation or any Person other than the holder to
whom the Notes or any amount payable thereon is attributable for the purposes of
such Tax) and the Taxing Jurisdiction, other than the mere holding of the
relevant Note or the receipt of payments thereunder or in respect thereof,
including, without limitation, such holder (or such other Person described in
the above parenthetical) being or having been a citizen or resident thereof, or
being or having been present or engaged in trade or business therein or having
or having had an establishment, office, fixed base or branch therein, provided that this exclusion
shall not apply with respect to a Tax that would not have been imposed but for
the Company, after the date of the Closing, opening an office in, moving an
office to, reincorporating in, or changing the Taxing Jurisdiction from or
through which payments on account of this Agreement or the Notes are made to,
the Taxing Jurisdiction imposing the relevant Tax;

       

      (c)     any Tax
that would not have been imposed but for the delay or failure by such holder
(following a written request by the Company) in the filing with the relevant
Taxing Jurisdiction of Forms (as defined below) that are required to be filed by
such holder to avoid or reduce such Taxes, provided that the filing of
such Forms would not (in such holder’s reasonable judgment) impose any
unreasonable burden (in time, resources or otherwise) on such holder or result
in any confidential or proprietary income tax return information being revealed,
either directly or indirectly, to any Person and such delay or failure could
have been lawfully avoided by such holder, and provided further that such
holder shall be deemed to have satisfied the requirements of this clause (c)
upon the good faith completion and submission of such Forms as may be specified
in a written request of the Company no later than 60 days after receipt by such
holder of such written request (accompanied by copies of such Forms and related
instructions, if any, all in the English language or with an English translation
thereof); or

       

      
        
          
          

        

        
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      (d)     any
combination of clauses (a), (b) and (c) above;

       

      and provided further that in no
event shall the Company be obligated to pay such additional amounts to any
holder of a Note (i) not resident in the United States of America or any other
jurisdiction in which an original Purchaser is resident for tax purposes on the
date of the Closing in excess of the amounts that the Company would be obligated
to pay if such holder had been a resident of the United States of America or
such other jurisdiction, as applicable, for purposes of, and eligible for the
benefits of, any double taxation treaty from time to time in effect between the
United States of America or such other jurisdiction and the relevant Taxing
Jurisdiction or (ii) to any holder of a Note registered in the name of a nominee
if under the law of the relevant Taxing Jurisdiction (or the current regulatory
interpretation of such law) securities held in the name of a nominee do not
qualify for an exemption from the relevant Tax and the Company shall have given
timely notice of such law or interpretation to such holder.

       

      By
acceptance of any Note, the holder of such Note agrees, subject to the
limitations of clause (b) above, that it will from time to time with reasonable
promptness (x) duly complete and deliver to or as reasonably directed by the
Company all such forms, certificates, documents and returns provided to such
holder by the Company (collectively, together with instructions for completing
the same, “Forms”)
required to be filed by or on behalf of such holder pursuant to the provisions
of an applicable statute, regulation or administrative practice of the relevant
Taxing Jurisdiction or of a tax treaty between the United States and such Taxing
Jurisdiction in order to avoid or reduce any Tax in respect of which the Company
would be obligated to pay any additional amounts to such holder under this
Section 14 and (y) provide the Company with such information with respect to
such holder as the Company may reasonably request in order to complete any such
Forms, provided that
nothing in this Section 14 shall require any holder to provide information with
respect to any such Form or otherwise if in the opinion of such holder such Form
or disclosure of information would involve the disclosure of tax return or other
information that is confidential or proprietary to such holder, and provided further that each
such holder shall be deemed to have complied with its obligation under this
paragraph with respect to any Form if such Form shall have been duly completed
and delivered by such holder to the Company or mailed to the appropriate taxing
authority, whichever is applicable, within 60 days following a written request
of the Company (which request shall be accompanied by copies of such Form and
English translations of any such Form not in the English language) and, in the
case of a transfer of any Note, at least 90 days prior to the relevant interest
payment date.

       

      
        
          
          

        

        
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      On or
before the date of the Closing the Company will furnish you with copies of the
appropriate Form (and English translation if required as aforesaid) currently
required to be filed in Singapore pursuant to clause (c) of the second paragraph
of this Section 14, if any, and in connection with the transfer of any Note
the Company will furnish the transferee of such Note with copies of any Form and
English translation then required.

       

      If any
payment is made by the Company to or for the account of the holder of any Note
after deduction for or on account of any Taxes, and increased payments are made
by the Company pursuant to this Section 14, then, if such holder at its sole
discretion determines that it has received or been granted a refund of, or
credit attributable to, such Taxes, such holder shall, to the extent that it can
do so without prejudice to the retention of the amount of such refund or credit,
reimburse to the Company such amount as such holder shall, in its sole
discretion, determine to be attributable to the relevant Taxes or deduction or
withholding.  Nothing herein contained shall interfere with the right
of the holder of any Note to arrange its tax affairs in whatever manner it
thinks fit and, in particular, no holder of any Note shall be under any
obligation to claim relief from its corporate profits or similar tax liability
in respect of such Tax in priority to any other claims, reliefs, credits or
deductions available to it or (other than as set forth in clause (c) above)
oblige any holder of any Note to disclose any information relating to its tax
affairs or any computations in respect thereof.

       

      The
Company will furnish the holders of Notes, promptly and in any event within 60
days after the date of any payment by the Company of any Tax in respect of any
amounts paid under this Agreement or the Notes, the original tax receipt issued
by the relevant taxation or other authorities involved for all amounts paid as
aforesaid (or if such original tax receipt is not available or must legally be
kept in the possession of the Company, a duly certified copy of the original tax
receipt or any other reasonably satisfactory evidence of payment), together with
such other documentary evidence with respect to such payments as may be
reasonably requested from time to time by any holder of a Note.

       

      If the
Company is required by any applicable law, as modified by the practice of the
taxation or other authority of any relevant Taxing Jurisdiction, to make any
deduction or withholding of any Tax in respect of which the Company would be
required to pay any additional amount under this Section 14, but for any reason
does not make such deduction or withholding with the result that a liability in
respect of such Tax is assessed directly against the holder of any Note, and
such holder pays such liability, then the Company will promptly reimburse such
holder for such payment (including any related interest or penalties to the
extent such interest or penalties arise by virtue of a default or delay by the
Company) upon demand by such holder accompanied by an official receipt (or a
duly certified copy thereof) issued by the taxation or other authority of the
relevant Taxing Jurisdiction.

       

      If the
Company makes payment to or for the account of any holder of a Note and such
holder is entitled to a refund of the Tax to which such payment is attributable
upon the making of a filing (other than a Form described above), then such
holder shall, as soon as practicable after receiving written request from the
Company (which shall specify in reasonable detail and supply the refund forms to
be filed) use reasonable efforts to complete and deliver such refund forms to or
as directed by the Company, subject, however, to the same limitations with
respect to Forms as are set forth above.

       

      
        
          
          

        

        
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      The
obligations of the Company under this Section 14 shall survive the payment or
transfer of any Note and the provisions of this Section 14 shall also apply to
successive transferees of the Notes.

       

      15.           PAYMENTS
ON NOTES.

       

      15.1.                      Place
of Payment.

       

      Subject
to Section 15.2, payments of principal, Make-Whole Amount, if any, and interest
becoming due and payable on the Notes shall be made in Singapore at the
principal office of JPMorgan Chase Bank N.A. in such
jurisdiction.  The Company may at any time, by notice to each holder
of a Note, change the place of payment of the Notes so long as such place of
payment shall be either the principal office of the Company in such jurisdiction
or the principal office of a bank or trust company in such
jurisdiction.

       

      15.2.                      Home
Office Payment.

       

      So long
as you or your nominee shall be the holder of any Note, and notwithstanding
anything contained in Section 15.1 or in such Note to the contrary, the Company
will pay all sums becoming due on such Note for principal, Make-Whole Amount, if
any, and interest by the method and at the address specified for such purpose
below your name in Schedule A, or by
such other method or at such other address as you shall have from time to time
specified to the Company in writing for such purpose, without the presentation
or surrender of such Note or the making of any notation thereon, except that
upon written request of the Company made concurrently with or reasonably
promptly after payment or prepayment in full of any Note, you shall surrender
such Note for cancellation, reasonably promptly after any such request, to the
Company at its principal executive office or at the place of payment most
recently designated by the Company pursuant to Section 15.1.  Prior to
any sale or other disposition of any Note held by you or your nominee you will,
at your election, either endorse thereon the amount of principal paid thereon
and the last date to which interest has been paid thereon or surrender such Note
to the Company in exchange for a new Note or Notes pursuant to Section
13.2.  The Company will afford the benefits of this Section 15.2 to
any Institutional Investor that is the direct or indirect transferee of any Note
purchased by you under this Agreement and that has made the same agreement
relating to such Note as you have made in this Section 15.2.

       

      16.           EXPENSES,
ETC.

       

      16.1.                      Transaction
Expenses.

       

      Whether
or not the transactions contemplated hereby are consummated, the Company will
pay all reasonable costs and expenses (including reasonable attorneys’ fees of a
special counsel and, if reasonably required, local or other counsel) incurred by
you and each Other Purchaser or holder of a Note in connection with such
transactions and in connection with any amendments, waivers or consents under or
in respect of this Agreement, the Notes or any other Note Document (whether or
not such amendment, waiver or consent becomes effective), including, without
limitation: (a)
the costs and expenses incurred in enforcing or defending (or determining
whether or how to enforce or defend) any rights under this Agreement, the Notes
or any other Note Document or in responding to any subpoena or other legal
process or informal investigative demand issued in connection with this
Agreement, the Notes or any other Note Document, or by reason of being a holder
of any Note, and (b) the costs and
expenses, including financial advisors’ fees, incurred in connection with the
insolvency or bankruptcy of the Company or any Subsidiary or in connection with
any work-out or restructuring of the transactions contemplated hereby, by the
Notes and by any other Note Document.  The Company will pay, and will
save you and each other holder of a Note harmless from, all claims in respect of
any fees, costs or expenses if any, of brokers and finders (other than those
retained by you).

       

      
        
          
          

        

        
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      16.2.                      Certain
Taxes.

       

      The
Company agrees to pay all stamp, documentary or similar taxes or fees which may
be payable in respect of the execution and delivery or the enforcement of this
Agreement or the execution and delivery (but not the transfer) or the
enforcement of any of the Notes in the United States or Singapore or of any
amendment of, or waiver or consent under or with respect to, this Agreement or
of any of the Notes, and to pay any value added tax due and payable in respect
of reimbursement of costs and expenses by the Company pursuant to this Section
16, and will save each holder of a Note to the extent permitted by applicable
law harmless against any loss or liability resulting from nonpayment or delay in
payment of any such tax or fee required to be paid by the Company
hereunder.

       

      16.3.                      Survival.

       

      The
obligations of the Company under this Section 16 will survive the payment or
transfer of any Note, the enforcement, amendment or waiver of any provision of
this Agreement, the Notes or any other Note Document, and the termination of
this Agreement and the other Note Documents.

       

      
        	
                17.

              	
                SURVIVAL
      OF REPRESENTATIONS AND WARRANTIES; ENTIRE
  AGREEMENT.

              


      

       

      All
representations and warranties contained herein and in the other Note Documents
shall survive the execution and delivery of this Agreement, the Notes or the
other Note Documents, the purchase or transfer by you of any Note or portion
thereof or interest therein and the payment of any Note, and may be relied upon
by any subsequent holder of a Note, regardless of any investigation made at any
time by or on behalf of you or any other holder of a Note.  All
statements contained in any certificate or other instrument delivered by or on
behalf of the Company pursuant to this Agreement  or any other Note
Document shall be deemed representations and warranties of the Company under
this Agreement or any other Note Document.  Subject to the preceding
sentence, this Agreement, the Notes and the other Note Documents embody the
entire agreement and understanding between you and the Company and supersede all
prior agreements and understandings relating to the subject matter
hereof.

       

      18.           AMENDMENT
AND WAIVER.

       

      18.1.                      Requirements.

       

      This
Agreement and the Notes may be amended, and the observance of any term hereof or
of the Notes may be waived (either retroactively or prospectively), with (and
only with) the written consent of the Company and the Required Holders, except
that (a) no
amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or
22 hereof, or any defined term (as it is used therein), will be effective as to
you unless consented to by you in writing, and (b) no such amendment
or waiver may, without the written consent of the holder of each Note at the
time outstanding affected thereby, (i) subject to
the provisions of Section 12 relating to acceleration or rescission, change the
amount or time of any prepayment or payment of principal of, or reduce the rate
or change the time of payment or method of computation of interest or of the
Make-Whole Amount on, the Notes, (ii) change the
percentage of the principal amount of the Notes the holders of which are
required to consent to any such amendment or waiver, or (iii) amend any of
Sections 8, 11(a), 11(b), 12, 18 or 21.

       

      
        
          
          

        

        
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      18.2.                      Solicitation
of Holders of Notes.

       

      The
Company will provide each holder of the Notes (irrespective of the amount of
Notes then owned by it) with sufficient information, sufficiently far in advance
of the date a decision is required, to enable such holder to make an informed
and considered decision with respect to any proposed amendment, waiver or
consent in respect of any of the provisions hereof or of the
Notes.  The Company will deliver executed or true and correct copies
of each amendment, waiver or consent effected pursuant to the provisions of this
Section 18 to each holder of outstanding Notes promptly following the date on
which it is executed and delivered by, or receives the consent or approval of,
the requisite holders of Notes.

       

      18.3.                      Binding
Effect, etc.

       

      Any
amendment or waiver consented to as provided in this Section 18 applies equally
to all holders of Notes and is binding upon them and upon each future holder of
any Note and upon the Company without regard to whether such Note has been
marked to indicate such amendment or waiver.  No such amendment or
waiver will extend to or affect any obligation, covenant, agreement, Default or
Event of Default not expressly amended or waived or impair any right consequent
thereon.  No course of dealing between the Company and the holder of
any Note nor any delay in exercising any rights hereunder or under any Note
shall operate as a waiver of any rights of any holder of such
Note.  As used herein, the term “this Agreement” and “the Note Documents” and references thereto
shall mean this Agreement and the Note Documents, respectively, as they may from
time to time be amended or supplemented.

       

      18.4.                      Notes
held by Company, etc.

       

      Solely
for the purpose of determining whether the holders of the requisite percentage
of the aggregate principal amount of Notes then outstanding approved or
consented to any amendment, waiver or consent to be given under this Agreement
or the Notes, or have directed the taking of any action provided herein or in
the Notes to be taken upon the direction of the holders of a specified
percentage of the aggregate principal amount of Notes then outstanding, Notes
directly or indirectly owned by the Company or any of its Subsidiaries and
Affiliates shall be deemed not to be outstanding.

       

      
        
          
          

        

        
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      19.           NOTICES.

       

      All
notices and communications provided for hereunder shall be in writing and sent
(a) by
telecopy if the sender on the same day sends a confirming copy of such notice by
a recognized overnight delivery service (charges prepaid), or (b) by registered
or certified mail with return receipt requested (postage prepaid), or (c) by a
recognized overnight delivery service (with charges prepaid).  Any
such notice must be sent:

       

      (i)     if to you
or your nominee, to you or it at the address specified for such communications
in Schedule A,
or at such other address as you or it shall have specified to the Company in
writing,

       

      (ii)     if to any
other holder of any Note, to such holder at such address as such other holder
shall have specified to the Company in writing, or

       

      (iii)     if to the
Company, to the Company at its address set forth at the beginning hereof to the
attention of Chief Financial Officer, or at such other address as the Company
shall have specified to the holder of each Note in writing.

       

      Notices
under this Section 19 will be deemed given only when actually
received.

       

      20.           REPRODUCTION
OF DOCUMENTS.

       

      This
Agreement, the other Note Documents and all documents relating thereto,
including, without limitation, (a) consents, waivers
and modifications that may hereafter be executed, (b) documents received
by you on the Document Delivery Date and at the Closing (except the Notes
themselves), and (c) financial
statements, certificates and other information previously or hereafter furnished
to you, may be reproduced by you by any photographic, photostatic, microfilm,
microcard, miniature photographic, electronic, digital  or other
similar process and you may destroy any original document so
reproduced.  The Company agrees and stipulates that, to the extent
permitted by applicable law, any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding
(whether or not the original is in existence and whether or not such
reproduction was made by you in the regular course of business) and any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.  This Section 20 shall not
prohibit the Company or any other holder of Notes from contesting any such
reproduction to the same extent that it could contest the original, or from
introducing evidence to demonstrate the inaccuracy of any such
reproduction.

       

      21.           CONFIDENTIAL
INFORMATION.

       

      For the
purposes of this Section 21, “Confidential Information”
means information delivered to you by or on behalf of the Parent Guarantor or
any Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to this Agreement that is proprietary in nature and that was clearly
marked or labeled or otherwise adequately identified when received by you as
being confidential information of the Parent Guarantor or such Subsidiary, provided that such
term does not include information that (a) was publicly known
or otherwise known to you prior to the time of such disclosure, (b) subsequently
becomes publicly known through no act or omission by you or any Person acting on
your behalf, (c) otherwise becomes
known to you other than through disclosure by the Parent Guarantor or any
Subsidiary or (d) constitutes
financial statements delivered to you under Section 9(e) of the Multiparty
Guaranty that are otherwise publicly available.  You will maintain the
confidentiality of such Confidential Information in accordance with procedures
adopted by you in good faith to protect confidential information of third
parties delivered to you, provided that you may
deliver or disclose Confidential Information to (i) your directors,
officers, employees, agents, attorneys and affiliates (to the extent such
disclosure reasonably relates to the administration of the investment
represented by your Notes), (ii) your financial
advisors and other professional advisors who agree to hold confidential the
Confidential Information substantially in accordance with the terms of this
Section 21, (iii) any other holder
of any Note, (iv) any Institutional
Investor to which you sell or offer to sell such Note or any part thereof or any
participation therein (if such Person has agreed in writing prior to its receipt
of such Confidential Information to be bound by the provisions of this Section
21), (v) any
Person from which you offer to purchase any security of the Company or the
Parent Guarantor (if such Person has agreed in writing prior to its receipt of
such Confidential Information to be bound by the provisions of this Section 21),
(vi) any
federal or state regulatory authority having jurisdiction over you, (vii) the National
Association of Insurance Commissioners or any similar organization, or any
nationally recognized rating agency that requires access to information about
your investment portfolio or (viii) any other
Person to which such delivery or disclosure may be necessary or appropriate
(w) to
effect compliance with any law, rule, regulation or order applicable to you,
(x) in
response to any subpoena or other legal process, (y) in connection
with any litigation to which you are a party or (z) if an Event
of Default has occurred and is continuing, to the extent you may reasonably
determine such delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of the rights and remedies under your Notes
and this Agreement.  Each holder of a Note, by its acceptance of a
Note, will be deemed to have agreed to be bound by and to be entitled to the
benefits of this Section 21 as though it were a party to this
Agreement.  On reasonable request by the Company or the Parent
Guarantor in connection with the delivery to any holder of a Note of information
required to be delivered to such holder under this Agreement or requested by
such holder (other than a holder that is a party to this Agreement or its
nominee), such holder will enter into an agreement with the Company or the
Parent Guarantor, as applicable, embodying the provisions of this Section
21.  You acknowledge and agree that you are aware (and that your
directors, officers, employees, agents, attorneys, affiliates and advisors who
are apprised of this matter have been or will be advised) that the United States
securities laws may prohibit any person who has material non-public information
about a company from purchasing or selling securities of that company and from
communicating such information to any other person under circumstances in which
it is reasonably foreseeable that such other person is likely to purchase or
sell such securities.

       

      
        
          
          

        

        
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      22.           SUBSTITUTION
OF PURCHASER.

       

      You shall
have the right to substitute any one of your Affiliates as the purchaser of the
Notes that you have agreed to purchase hereunder, by written notice to the
Company, which notice shall be signed by both you and such Affiliate, shall
contain such Affiliate’s agreement to be bound by this Agreement and shall
contain a confirmation by such Affiliate of the accuracy with respect to it of
the representations set forth in Section 6.  Upon receipt of such
notice, wherever the word “you” is used in this Agreement (other than in this
Section 22), such word shall be deemed to refer to such Affiliate in lieu of
you.  In the event that such Affiliate is so substituted as a
purchaser hereunder and such Affiliate thereafter transfers to you all of the
Notes then held by such Affiliate, upon receipt by the Company of notice of such
transfer, wherever the word “you” is used in this Agreement (other than in this
Section 22), such word shall no longer be deemed to refer to such Affiliate, but
shall refer to you, and you shall have all the rights of an original holder of
the Notes under this Agreement.

       

      
        
          
          

        

        
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      23.           MISCELLANEOUS.

       

      23.1.                      Successors
and Assigns.

       

      All
covenants and other agreements contained in this Agreement and the other Note
Documents by or on behalf of any of the parties hereto or thereto bind and inure
to the benefit of their respective successors and assigns (including, without
limitation, any subsequent holder of a Note) whether so expressed or
not.

       

      23.2.                      Payments
Due on Non-Business Days.

       

      Anything
in this Agreement, the Collateral Documents or the Notes to the contrary
notwithstanding, any payment of principal of or Make-Whole Amount or interest on
any Note that is due on a date other than a Business Day shall be made on the
next succeeding Business Day without including the additional days elapsed in
the computation of the interest payable on such next succeeding Business
Day.

       

      23.3.                      Severability.

       

      Any
provision of this Agreement or the other Note Documents that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.

       

      23.4.                      Construction.

       

      Each
covenant contained herein shall be construed (absent express provision to the
contrary) as being independent of each other covenant contained herein, so that
compliance with any one covenant shall not (absent such an express contrary
provision) be deemed to excuse compliance with any other
covenant.  Where any provision herein refers to action to be taken by
any Person, or which such Person is prohibited from taking, such provision shall
be applicable whether such action is taken directly or indirectly by such
Person.

       

      23.5.                      Counterparts.

       

      This
Agreement may be executed in any number of counterparts, each of which shall be
an original but all of which together shall constitute one
instrument.  Each counterpart may consist of a number of copies
hereof, each signed by less than all, but together signed by all, of the parties
hereto.

       

      
        
          
          

        

        
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      23.6.                      Governing
Law.

       

      This
Agreement shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the law of the State of New York excluding
choice-of-law principles of the law of such State that would require the
application of the laws of a jurisdiction other than such State.

       

      23.7.                      Collateral
Release Date.

       

      Each
holder of a Note hereby agrees to instruct the Collateral Agent to release any
Lien on any Collateral (i) upon the payment and satisfaction in full by the
Company of all the Notes and any other obligations under this Agreement, (ii)
constituting property being sold or disposed of if a release is required in
connection therewith and the Required Holders have confirmed in writing that
such sale or disposition is permitted hereby, (iii) constituting property in
which neither the Company nor the Parent Guarantor nor any Subsidiary Guarantor
owned an interest at the time the security interest was granted or at any time
thereafter, or (iv) constituting property leased to the Company, the Parent
Guarantor or any Subsidiary Guarantor under a lease that has expired or is
terminated in a transaction permitted under this Agreement.

       

      23.8.                      Jurisdiction
and Process; Waiver of Jury Trial.

       

      (a)     The
Company irrevocably submits to the exclusive jurisdiction of any New York State
or federal court sitting in the Borough of Manhattan, The City of New York, over
any suit, action or proceeding arising out of or relating to this Agreement, the
Notes or the Note Documents.  To the fullest extent permitted by
applicable law, the Company irrevocably waives and agrees not to assert, by way
of motion, as a defense or otherwise, any claim that it is not subject to the
jurisdiction of any such court, any objection that it may now or hereafter have
to the laying of the venue of any such suit, action or proceeding brought in any
such court and any claim that any such suit, action or proceeding brought in any
such court has been brought in an inconvenient forum.

       

      (b)     The
Company agrees, to the fullest extent permitted by applicable law, that a final
judgment in any suit, action or proceeding of the nature referred to in Section
23.8(a) brought in any such court shall be conclusive and binding upon it
subject to rights of appeal, as the case may be, and may be enforced in the
courts of the United States of America or the State of New York (or any other
courts to the jurisdiction of which it or any of its assets is or may be
subject) by a suit upon such judgment.

       

      (c)     The
Company consents to process being served by or on behalf of any holder of a Note
in any suit, action or proceeding of the nature referred to in Section 23.8(a)
by mailing a copy thereof by registered or certified or priority mail, postage
prepaid, return receipt requested, or delivering a copy thereof in the manner
for delivery of notices specified in Section 19, to National Registered Agents,
Inc., with offices at 875 Avenue of the Americas, Suite 501, New York, New York
10001, as its agent for the purpose of accepting service of any process in the
United States.  The Company agrees that such service upon receipt (i)
shall be deemed in every respect effective service of process upon it in any
such suit, action or proceeding and (ii) shall, to the fullest extent permitted
by applicable law, be taken and held to be valid personal service upon and
personal delivery to it.  Notices hereunder shall be conclusively
presumed received as evidenced by a delivery receipt furnished by the United
States Postal Service or any reputable commercial delivery service.

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      (d)     Nothing
in this Section 23.8 shall affect the right of any holder of a Note to serve
process in any manner permitted by law, or limit any right that the holders of
any of the Notes may have to bring proceedings against the Company in the courts
of any appropriate jurisdiction or to enforce in any lawful manner a judgment
obtained in one jurisdiction in any other jurisdiction.

       

      (e)     The
Company hereby irrevocably appoints National Registered Agents, Inc. to receive
for it, and on its behalf, service of process in the United States.

       

      (f)     The
parties hereto hereby waive trial by jury in any action brought on or with
respect to this Agreement, the Notes or any other document executed in
connection herewith or therewith.

       

      23.9.                      Obligation
to Make Payment in Singapore Dollars.

       

      Any payment on account of an amount
that is payable hereunder or under the Notes in Singapore Dollars (including
principal, interest and Make-Whole Amounts and any amounts payable pursuant to
Section 16.1 hereof) which is made to or for the account of any holder of Notes
in any other currency, whether as a result of any judgment or order or the
enforcement thereof or the realization of any security or the liquidation of the
Company, shall constitute a discharge of the obligation of the Company under
this Agreement or the Notes only to the extent of the amount of Singapore
Dollars which such holder could purchase in the foreign exchange markets in
London, England, with the amount of such other currency in accordance with
normal banking procedures at the rate of exchange prevailing on the London
Banking Day following receipt of the payment first referred to
above.  If the amount of Singapore Dollars that could be so purchased
is less than the amount of Singapore Dollars originally due to such holder, the
Company agrees to the fullest extent permitted by law, to indemnify and save
harmless such holder from and against all loss or damage arising out of or as a
result of such deficiency.  This indemnity shall, to the fullest
extent permitted by law, constitute an obligation separate and independent from
the other obligations contained in this Agreement, the Notes and the other Note
Documents, shall give rise to a separate and independent cause of action, shall
apply irrespective of any indulgence granted by such holder from time to time
and shall continue in full force and effect notwithstanding any judgment or
order for a liquidated sum in respect of an amount due hereunder or under the
Notes or under any judgment or order.  As used herein the term “London Banking Day” shall mean
any day other than Saturday or Sunday or a day on which commercial banks are
required or authorized by law to be closed in London, England.

       

      23.10.                      Language.

       

      Each
instrument, certificate, statement, legal opinion, undertaking, report or other
document referred to herein or to be delivered hereunder by any Note Party
shall, except as otherwise expressly permitted hereby, be in the English
language, or, if not in the English language, accompanied by an English
translation certified by a Senior Officer of the Company as correct in a manner
reasonably satisfactory to the Required Holders.

       

      *    *    *    *    *

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      If you
are in agreement with the foregoing, please sign the form of agreement on the
accompanying counterpart of this Agreement and return it to the Company,
whereupon the foregoing shall become a binding agreement between you and the
Company.

       

      
      

       

      
        
          	 	
                  Very
      truly yours, 

                	 
	 	 	 	 
	 	AMERON
      (PTE) LTD.	 
	 	 	 	 
	 	 	 	 
	 	By: 	 /s/ Gary Wagner	 
	 	Name: 	 Gary
      Wagner	 
	 	Title: 	 Director	 


        

      

       

      


      The
foregoing is hereby agreed to as of the date thereof.

      


      THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA

      


      


      By: /s/ Matt Douglass

      Name:
Matt Douglass

      Title:
Vice President

       

      [Signature Page to Note Purchase Agreement]

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
A

      


      INFORMATION
RELATING TO PURCHASERS

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Purchaser
      Name

                                            	
                                              THE
      PRUDENTIAL INSURANCE COMPANY OF AMERICA

                                            
	
                                              Name
      in Which Notes are to be Registered

                                            	
                                              THE
      PRUDENTIAL INSURANCE COMPANY OF AMERICA

                                            
	
                                              Note
      Registration Number;

                                              Principal
      Amount

                                            	
                                              R-1;
      SGD51,000,000

                                            
	
                                              Payment
      on Account of Note

                                               

                                                      Method

                                               

                                                     
      Account Information

                                            	
                                               

                                               

                                              Wire
      transfer of immediately available funds

                                               

                                              Overseas-Chinese
      Banking Corporation

                                              Singapore

                                              SWIFT:                                OCBCSGSG

                                              IBAN
      #:                               GB35CHAS
      60924 2254 91217

                                              Account
      Name:                  JPMorgan
      Chase Bank N.A.

                                                           
      London CHASGB2L

                                              Account
      #:                         
      501474191001

                                               

                                              Beneficiary:                         
      PGF-INC-SGD

                                                            
      A/C 25491217

                                               

                                              Re:  (See
      “Accompanying information” below)

                                            
	
                                              Accompanying
      Information

                                            	
                                              Name
      of
      Company:                                           AMERON
      (PTE) LTD.

                                               

                                              Description
      of
      Security:                                   4.245%
      Senior Secured Notes due November 25, 2012

                                               

                                              PPN:                                            
                              Y0102# AA 4

                                               

                                              Due
      Date and Application (as among principal, premium and interest) of the
      payment being made:

                                            
	
                                              Address
      for Notices Related to Payments

                                            	
                                              The
      Prudential Insurance Company of America

                                              c/o
      Trade Management

                                              Four
      Gateway Center

                                              100
      Mulberry Street

                                              Newark,
      New Jersey 07102-4077

                                              Attn:           Manager

                                               

                                              Fax:            
      800-224-2278

                                               

                                              with telephonic
      prepayment notices to:

                                               

                                              Manager,
      Investment Structuring and Pricing

                                               

                                              Tel:           973-802-7398

                                              Fax:           973-802-9425

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      Schedule A-1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	Purchaser
      Name 	THE PRUDENTIAL INSURANCE COMPANY OF
      AMERICA 
	
                                  Address
      for All Other Notices

                                	
                                  The
      Prudential Insurance Company of America

                                  c/o
      Prudential Capital Group – Corporate Finance

                                  Four
      Embarcadero Center, Suite 2700

                                  San
      Francisco, California  94111-4180

                                  Attn:           Managing
      Director

                                   

                                  Fax:           
       415-421-6233

                                   

                                  with a copy
      to:

                                   

                                  The
      Prudential Insurance Company of America

                                  c/o
      Trade Management

                                  Four
      Gateway Center

                                  100
      Mulberry Street

                                  Newark,
      NJ 07102-4077

                                   

                                  Attn:           Manager

                                   

                                  Fax:    
              800-224-2278

                                
	
                                  Other
      Instructions

                                	
                                  THE
      PRUDENTIAL INSURANCE COMPANY OF AMERICA

                                   

                                  By:
      ________________________________

                                  Name:

                                  Title:           Vice
      President

                                
	
                                  Instructions
      re Delivery of Notes

                                	
                                  Prudential
      Capital Group – Corporate Finance

                                  Four
      Embarcadero Center, Suite 2700

                                  San
      Francisco, CA  94111-4180

                                  Attn:           James
      Evert

                                
	
                                  Tax
      Identification Number

                                	
                                  22-1211670

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

       

      Schedule A-2

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
B

      


      DEFINED
TERMS

      


      


      Unless
otherwise specified herein or in the Note Purchase Agreement to which this Schedule B is
attached, all accounting terms used herein and in the Note Purchase Agreement
shall be interpreted, and all accounting determinations hereunder shall be made,
in accordance with GAAP.  As used in the Note Purchase Agreement, the
following terms have the respective meanings set forth below or set forth in the
Section of the Note Purchase Agreement following such term:

       

      “1996 Note Purchase
Agreement” means those certain Note
Purchase Agreements dated August 28, 1996 among the Parent Guarantor and the
holders of the notes party thereto, as amended and restated pursuant to that
certain Amendment and Restatement of Note Purchase Agreement dated as of January
24, 2003 and as the same may be further amended, modified, restated or
supplemented and in effect from time to time in accordance with the terms
hereof.

       

      “2003 Note Purchase
Agreement” means that certain Note
Purchase Agreement dated January 24, 2003 among the Parent Guarantor and the
holders of the notes party thereto, as the same may be amended, modified,
restated or supplemented and in effect from time to time in accordance with the
terms hereof.

       

      “Additional Singapore Taxes” is
defined in Section 14.

       

      “Affiliate” means, at any time,
and with respect to any Person, (a) any other Person (other than a Restricted
Subsidiary) that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with,
such first Person, and (b) any Person beneficially owning or holding, directly
or indirectly, 10% or more of any class of voting or equity interests of the
Company or any Subsidiary of the Company or any corporation of which the Company
and its Subsidiaries beneficially own or hold, in the aggregate, directly or
indirectly, 10% or more of any class of voting or equity
interests.  As used in this definition, “Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise. Unless the context otherwise clearly
requires, any reference to an “Affiliate” is a reference to an Affiliate of the
Company.

       

      “Agreement” means this Note
Purchase Agreement by and among the Company and the Purchasers listed on the
signatures pages hereof.

       

      “Anti-Terrorism Order” means
Executive Order No. 13,224 of September 24, 2001, Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support
Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended.

       

      “Attributable
Indebtedness” means, on any date,
(a) in respect of any Capital Lease of any Person, the capitalized amount
thereof that would appear on a balance sheet of such Person prepared as of such
date in accordance with GAAP, and (b) in respect of any Synthetic Lease
Obligation, the capitalized amount of the remaining lease payments under the
relevant lease that would appear on a balance sheet of such Person prepared as
of such date in accordance with GAAP if such lease were accounted for as a
Capital Lease.

       

      Schedule B-1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Bank Lenders” means the
lenders from time to time under the Credit Agreement.

       

      “Business Day” means any day
other than a Saturday, a Sunday or a day on which commercial banks in New York
City or Singapore are required or authorized to be closed.

       

      “Capital Lease” means, at any
time, a lease with respect to which the lessee is required concurrently to
recognize the acquisition of an asset and the incurrence of a liability in
accordance with GAAP.

       

      “Capital Stock” means (i) in the
case of a corporation, capital stock, (ii) in the case of an association or
business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of capital stock, (iii) in the case of a
partnership, partnership interests (whether general or limited), (iv) in
the case of a limited liability company, membership interests and (v) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.

       

       “Change of Control” means the
occurrence of any of the following events:  (i) a “person” or
“group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange
Act) shall have acquired beneficial ownership, directly or indirectly, of, or
shall have acquired by contract or otherwise, or shall have entered into a
contract or arrangement that, upon consummation, will result in its or their
acquisition of, or control over, 30% or more of the outstanding Voting Stock of
the Parent Guarantor, or (ii) the occurrence of a “Change of Control” (or any
comparable term) under, and as defined in (A) the Credit Agreement, the 1996
Note Purchase Agreement or the 2003 Note Purchase Agreement or any other credit,
loan, note, guaranty or other similar agreement pursuant to which financing
constituting Intercreditor Indebtedness is or may be made available to, or
guaranteed by, the Company or any Restricted Subsidiary, or (B) any indenture or
agreement in respect of Material Indebtedness to which the Parent Guarantor, the
Company or any Restricted Subsidiary is a party.  As used herein,
“beneficial
ownership” shall have the meaning
provided in Rule 13d-3 of the Securities and Exchange Commission under the
Exchange Act.  As used herein, “Material Indebtedness” shall
mean Debt (other than Intercreditor Indebtedness) of any one or more of the
Parent Guarantor, the Company and the Restricted Subsidiaries in an aggregate
principal amount exceeding US$10,000,000 (or its equivalent in other
currencies).

       

      “Closing” is defined in Section
3.

       

      “Code” means the Internal
Revenue Code of 1986, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time.

       

      “Collateral” means,
collectively, all of the real, personal and mixed property (including capital
stock) (other than Excluded Property) in which Liens are purported to be granted
pursuant to the Collateral Documents as security for the Intercreditor
Indebtedness.

       

      Schedule B-2

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Collateral Agency and Intercreditor
Agreement” means the Amended and Restated Collateral Agency and
Intercreditor Agreement dated as of even date herewith among the Collateral
Agent, you, each Other Purchaser and the senior lenders listed on the signature
pages thereto, substantially in the form of Exhibit 3 to this
Agreement, as the same may be amended, amended and restated, supplemented and
modified from time to time.

       

      “Collateral Agent” means Bank
of America, N.A., acting in its capacity as collateral agent under the
Collateral Agency and Intercreditor Agreement, together with its successors and
assigns.

       

      “Collateral Documents” means
the Security Agreement, the Mortgages and all other instruments or documents
delivered by any Note Party pursuant to this Agreement or any of the other Note
Documents in order to grant to the Collateral Agent, on behalf of holders of the
Notes, a Lien on any real, personal or mixed property of that Note Party as
security for the Intercreditor Indebtedness.

       

      “Company” means Ameron (Pte)
Ltd., a private company incorporated under the laws of Singapore.

       

      “Confidential Information” is
defined in Section 21.

       

       “Consolidated Debt” means,
without duplication, (a) any obligation of the Parent Guarantor or any
Restricted Subsidiary for borrowed money (including the Intercreditor
Indebtedness and other obligations evidenced by notes, bonds, debentures or
similar written instruments), (b) any liabilities for deferred purchase price of
property acquired by the Parent Guarantor or any Restricted Subsidiary
(excluding accounts payable arising in the ordinary course of business but
including all liabilities created or arising under any conditional sale or other
title retention agreement with respect to any such property), (c) the
Attributable Indebtedness of the Parent Guarantor or any Restricted Subsidiary
with respect to Capital Leases and Synthetic Lease Obligations, (d) the
principal portion of all obligations of the Parent Guarantor or any Restricted
Subsidiary as an account party in respect of financial letters of credit and
bankers’ acceptances, including, without duplication, all unreimbursed drafts
drawn thereunder, (e) the aggregate amount of uncollected accounts receivable of
the Parent Guarantor or any Restricted Subsidiary subject at such time to a sale
of receivables (or similar transaction) to the extent such transaction is
effected with recourse to the Parent Guarantor or such Restricted Subsidiary
(whether or not such transaction would be reflected on the balance sheet of the
Parent Guarantor or such Restricted Subsidiary in accordance with GAAP), (f)
Off-Balance Sheet Debt, (g) obligations secured by a Lien on, or payable out of
the proceeds of production from, property of the Parent Guarantor or any
Restricted Subsidiary whether or not such obligation shall be assumed by the
Parent Guarantor or such Restricted Subsidiary, (h) any Guaranty of the Parent
Guarantor or any Restricted Subsidiary with respect to liabilities of a type
described in clauses (a), (b), (c), (d), (e), (f) and (g) above, and (i) all
renewals and extensions of any of the foregoing, all on a consolidated basis in
accordance with GAAP.

       

      “Contractual Obligation” means, as to any Person,
any provision of any security issued by such Person or of any agreement,
instrument or other undertaking to which such Person is a party or by which it
or any of its property is bound.

       

      Schedule B-3

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Credit Agreement” means that
certain Credit Agreement dated as of January 24, 2003 among the Parent
Guarantor, Bank of America, N.A., as Administrative Agent, and the Bank Lenders
thereunder, as amended, supplemented or otherwise modified from time to time
(including any amended and restated credit agreement), together with any other
credit agreement or loan agreement which replaces such credit
agreement.

       

      “Debt”, as to any Person, has
the same meaning as Consolidated Debt (treating such Person as the Parent
Guarantor).

       

      “Default” means an event or
condition the occurrence or existence of which would, with the lapse of time or
the giving of notice or both, become an Event of Default.

       

      “Default Rate” means that rate
of interest that is the greater of (i) 2% per annum
above the rate of interest stated in clause (a) of the first paragraph of the
Notes or (ii) 2% over the
rate of interest publicly announced by JPMorgan Chase Bank as its “base” or
“prime” rate.

       

      “Document Delivery Date” means
the 24 hour period ending as of 12:00 noon New York City time on the date that
is two Business Days prior to the date of the Closing.

       

      “Domestic Subsidiary” means a Subsidiary of
the Parent Guarantor which is created, organized or domesticated in the United
States or under the law of the United States or any state or territory
thereof.

       

      “Environmental Laws” means any
and all federal, state, local, and foreign statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to
pollution and the protection of the environment or the release of any materials
into the environment, including but not limited to those related to hazardous
substances or wastes, air emissions and discharges to waste or public
systems.

       

      “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, and the
rules and regulations promulgated thereunder from time to time in
effect.

       

      “ERISA Affiliate” means any
trade or business  (whether or not incorporated) that is treated as a
single employer together with the Parent Guarantor under section 414 of the
Code.

       

      “Event of Default” is defined
in Section 11.

       

      “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect.

       

      “Excluded Property” means (a)
with respect to the Company, all property of the Company every kind and nature,
and (b) with respect to any other Note Party, including any Person that becomes
a Note Party after the date of the Closing as contemplated by Section 18 of the
Multiparty Guaranty, (i) any owned real property that is not a Mortgaged
Property, (ii) any leased real property, (iii) any leased personal
property, (iv) any personal property (including, without limitation, motor
vehicles) in respect of which perfection of a Lien is not either
(A) governed by the Uniform Commercial Code or (B) effected by
appropriate evidence of the Lien being filed in either the United States
Copyright Office or the United States Patent and Trademark Office, (v) any
property which, subject to the terms of Section 13(i) of the Multiparty
Guaranty, is subject to a Lien of the type described in 13(c)(vi) of the
Multiparty Guaranty pursuant to documents which prohibit such Note Party from
granting any other Liens in such property and (vi) rights in any agreement (A)
the grant of a security interest in which would violate the agreement under
which such right arises except to the extent provided under Sections 9-406,
9-407 and 9-408 of the Uniform Commercial Code, or (B) to the extent that the
pledge or assignment of such agreement requires the consent of any third party
unless such third party has consented thereto except to the extent provided
under Sections 9-406, 9-407 and 9-408 of the Uniform Commercial
Code.

       

      Schedule B-4

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Existing Notes” means, collectively, (a)
those certain 7.92% Senior Notes due September 1, 2006 in the aggregate original
principal amount of US$50,000,000 issued by the Parent Guarantor pursuant to the
1996 Note Purchase Agreement, and (b) those certain 5.36% Senior Secured Notes
due November 30, 2009 in the aggregate original principal amount of
US$50,000,000 issued by the Parent Guarantor pursuant to the 2003 Note Purchase
Agreement.

       

      “First Priority” means, with
respect to any Lien purported to be created in any Collateral pursuant to any
Collateral Document, that (i) such Lien is perfected and has priority over any
other Lien on such Collateral (other than Liens permitted under the Note
Documents) and (ii) such Lien is the only Lien (other than Liens permitted under
the Note Documents) to which such Collateral is subject.

       

      “Foreign Subsidiary” means any
Subsidiary that is not a Domestic Subsidiary.

       

      “Forms” is defined in Section
14.

       

      “GAAP” means generally accepted
accounting principles as in effect from time to time in the United States of
America.

       

      “Governing Body” means the
board of directors or other body having the power to direct or cause the
direction of the management and policies of a Person that is a corporation,
partnership, trust or limited liability company.

       

      “Governmental Authority”
means

       

      (a)           the
government of

       

      (i)           Singapore,
the United States of America or any state, province or other political
subdivision of either of them, or

       

      (ii)           any
jurisdiction in which the Parent Guarantor, the Company or any Subsidiary
conducts all or any part of its business, or which asserts jurisdiction over any
properties of the Parent Guarantor, the Company or any Subsidiary,
or

       

      Schedule B-5

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)           any
entity exercising executive, legislative, judicial, regulatory or administrative
functions of, or pertaining to, any such government.

       

      “Guaranty”  means,
with respect to any Person, any obligation (except the endorsement in the
ordinary course of business of negotiable instruments for deposit or collection)
of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend
or other obligation of any other Person in any manner, whether directly or
indirectly, including (without limitation) obligations incurred through an
agreement, contingent or otherwise, by such Person:

       

      (a)           to
purchase such indebtedness or obligation or any property constituting security
therefor;

       

      (b)           to
advance or supply funds (i) for the purchase
or payment of such indebtedness or obligation, or (ii) to maintain any
working capital or other balance sheet condition or any income statement
condition of any other Person or otherwise to advance or make available funds
for the purchase or payment of such indebtedness or obligation;

       

      (c)           to
lease properties or to purchase properties or services primarily for the purpose
of assuring the owner of such indebtedness or obligation of the ability of any
other Person to make payment of the indebtedness or obligation; or

       

      (d)           otherwise
to assure the owner of such indebtedness or obligation against loss in respect
thereof.

       

      In any
computation of the indebtedness or other liabilities of the obligor under any
Guaranty, the indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

       

      “holder” means, with respect to
any Note, the Person in whose name such Note is registered in the register
maintained by the Company pursuant to Section 13.1.

       

      “Hostile Tender Offer” means,
with respect to the use of proceeds of any of the Notes, any offer to purchase,
or any purchase of, shares of Capital Stock of any corporation or equity
interests in any other entity, or securities convertible into or representing
the beneficial ownership of, or rights to acquire, any such shares or equity
interests, if such shares, equity interests, securities or rights are of a class
which is publicly traded on any securities exchange or in any over-the-counter
market, other than purchases of such shares, equity interests, securities or
rights representing less than 5% of the equity interests or beneficial ownership
of such corporation or other entity for portfolio investment purposes, and such
offer or purchase has not been duly approved by the board of directors of such
corporation or the equivalent governing body of such other entity.

       

      “including” means, unless the
context clearly requires otherwise, “including, without
limitation.”

       

      “INHAM Exemption” is defined in
Section 6.2(v).

       

      Schedule B-6

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Institutional Investor” means
(a) any
original purchaser of a Note or any Affiliate thereof, (b) any holder of
a Note holding more than 5% of the aggregate principal amount of the Notes then
outstanding, and (c) any bank, trust
company, savings and loan association or other financial institution, any
pension plan, any investment company, any insurance company, any broker or
dealer, or any other similar financial institution or entity, regardless of
legal form.

       

      “Intercreditor Indebtedness”
means Debt owing by the Company, the Parent Guarantor or any of the Restricted
Subsidiaries to any Intercreditor Lender pursuant to the Credit Agreement, the
1996 Note Purchase Agreement, the 2003 Note Purchase Agreement, this Agreement
(including in respect of the Notes) or any other credit, loan, note, guaranty or
other similar agreement pursuant to which financing is or may be made available
to, or guaranteed by, the Company or any Restricted Subsidiary, so long as such
Debt constitutes “Obligations” under, and as defined in, the Collateral Agency
and Intercreditor Agreement.

       

      “Intercreditor Lenders” means, collectively, the
holders of the Notes, the Bank Lenders, the holders of the Existing Notes and
any other Secured Creditor (as such term is defined in the Collateral Agency and
Intercreditor Agreement).

       

      “Lien” means, with respect to
any Person, any mortgage, lien, pledge, charge, security interest or other
encumbrance, or any interest or title of any vendor, lessor, lender or other
secured party to or of such Person under any conditional sale or other title
retention agreement or Capital Lease, upon or with respect to any property or
asset of such Person (including in the case of stock, stockholder agreements,
voting trust agreements and all similar arrangements).

       

      “Make-Whole Amount” is defined
in Section 8.5.

       

      “Material” means material in
relation to the business, operations, affairs, financial condition, assets,
properties, or prospects of the Parent Guarantor and its Restricted Subsidiaries
taken as a whole.

       

      “Material Adverse Effect” means
a material adverse effect on (a) the business,
operations, affairs, financial condition, assets or properties of the Parent
Guarantor and its Restricted Subsidiaries taken as a whole, or (b) the ability of any
of the Note Parties to perform its obligations under any of the Note Documents
to which it is a party, or (c) the validity or
enforceability of this Agreement, the Multiparty Guaranty or the
Notes.

       

      “Mortgage” means (i) a security
instrument (whether designated as a deed of trust or a mortgage or by any
similar title) executed and delivered by any Note Party, substantially in the
form of Exhibit
4 to this Agreement or in such other form as may be approved by the
Required Holders, in each case with such changes thereto as may be required by
the Required Holders based on local laws or customary local mortgage or deed of
trust practices or (ii) at the Required Holders’ option, in the case of property
upon which a mortgage has previously been granted to the Collateral Agent or in
the case of property that is mortgaged after the date of the Closing pursuant to
Section 18 of the Multiparty Guaranty, an amendment to an existing Mortgage, in
form satisfactory to the Required Holders, in either case as such security
instrument or amendment may be amended, supplemented or otherwise modified from
time to time.

       

      Schedule B-7

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Mortgage Policies” means Title
insurance policies in ALTA form (standard lenders’ policy with survey exception)
or unconditional commitments therefor issued by the Title Company with respect
to the Mortgaged Property, including a 1970 policy jacket or a policy jacket of
later date which includes a waiver of arbitration, in amounts not less than the
respective amounts designated therein with respect to the Mortgaged Property,
insuring fee simple title to the Mortgaged Property vested in the applicable
Note Party and insuring that the Mortgages create a valid and enforceable First
Priority mortgage Lien on the Mortgaged Property encumbered thereby to secure
all Intercreditor Indebtedness, subject only to Liens permitted by the Note
Documents.

       

      “Mortgaged Property” shall have
the meaning assigned to such term in the Mortgages.

       

      “Multiemployer Plan” means any
Plan that is a “multiemployer plan” (as such term is defined in section
4001(a)(3) of ERISA).

       

      “Multiparty Guaranty” means the
Multiparty Guaranty, dated as of even date herewith, executed by the Parent
Guarantor and the Subsidiary Guarantors, substantially in the form of Exhibit 6 to this
Agreement, as the same may be amended, supplemented and modified from time to
time.

       

      “NAIC Annual Statement” is
defined in Section 6.2(i).

       

      “Note Documents” means this
Agreement, the Notes, the Multiparty Guaranty, the Collateral Documents and the
Collateral Agency and Intercreditor Agreement.

       

      “Note Party” means each of the
Company, the Parent Guarantor and the Subsidiary Guarantors, and “Note Parties” means all such
Persons, collectively.

       

      “Notes” is defined in Section
1.

       

      “Off-Balance Sheet Debt” means
all Debt of any partnership or joint venture of which the Parent Guarantor or
any Subsidiary is a general partner or joint venturer, recourse with respect to
which may be had against the Parent Guarantor, the Company or any Restricted
Subsidiary or any of their respective assets.

       

      “Officer’s Certificate” means a
certificate of a Senior Financial Officer or of any other officer of the Company
or the Parent Guarantor, as the case may be, whose responsibilities extend to
the subject matter of such certificate.

       

                 “Organizational Documents”
means the documents (including bylaws, if applicable) pursuant to which a Person
that is a corporation, partnership, trust or limited liability company is
organized.

       

      “Other Purchasers” means each
of the other purchasers of Notes in the principal amount specified opposite its
name in Schedule
A to this Agreement.

       

      “Parent Guarantor” means Ameron
International Corporation, a Delaware corporation.

       

      Schedule B-8

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “PBGC” means the Pension
Benefit Guaranty Corporation referred to and defined in ERISA or any successor
thereto.

       

      “Person” means an individual,
partnership, corporation, limited liability company, association, trust,
unincorporated organization, or a government or agency or political subdivision
thereof.

       

      “Plan” means an “employee
benefit plan” (as defined in section 3(3) of ERISA) that is or, within the
preceding five years, has been established or maintained, or to which
contributions are or, within the preceding five years, have been made or
required to be made, by the Parent Guarantor or any ERISA Affiliate or with
respect to which the Parent Guarantor or any ERISA Affiliate may have any
liability.

       

      “property” or “properties” means, unless
otherwise specifically limited, real or personal property of any kind, tangible
or intangible, choate or inchoate.

       

      “Purchasers” means, collectively, you
and the Other Purchasers party to this Agreement.

       

      “PTE” is defined in Section
6.2(i).

       

      “QPAM Exemption” is defined in
Section 6.2(iv).

       

      “Recognized Singapore Government Bond
Market Makers” means two internationally recognized dealers of Singapore
Government bonds reasonably selected by Prudential Capital Group.

       

      “Required Holders” means, at
any time, the holders of at least 51% in principal amount of the Notes at the
time outstanding (exclusive of Notes then owned by the Company, the Parent
Guarantor or any Restricted Subsidiary or any of their Affiliates).

       

      “Responsible Officer” means any
Senior Financial Officer and any other officer of the Company or the Parent
Guarantor, as the case may be, with responsibility for the administration of the
relevant portion of this Agreement.

       

      “Restricted Subsidiary” means,
at any time, any Subsidiary of the Parent Guarantor which is not then designated
an Unrestricted Subsidiary by the Board of Directors of the Parent
Guarantor.

       

      “S&P” means Standard &
Poors Ratings Group, a division of McGraw Hill, Inc. and any successor
thereto.

       

      “Securities Act” means the
Securities Act of 1933, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect.

       

      “Security Agreement” means the
Security Agreement dated as of January 24, 2003 among the Collateral Agent, the
Parent Guarantor and the Subsidiary Guarantors, substantially in the form of
Exhibit 5 to
this Agreement, as amended by that certain Amendment to Security Agreement of
even date herewith and as the same may be further amended, supplemented and
modified from time to time.

       

      Schedule B-9

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Senior Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or
comptroller of the Company or the Parent Guarantor, as the case may
be.

       

      “Singapore Dollars” and “SGD” means lawful currency of
Singapore.

       

      “Singapore Financial Reporting
Standards” means Singapore Financial Reporting Standards issued by the
Council on Corporate Disclosure and Governance, as in effect from time to time
in Singapore.

       

      “Source” is defined in Section
6.2.

       

      “Subsidiary” means, as to any
Person, any corporation or other Person of which more than 50% of the
outstanding Voting Stock or other voting ownership interests are owned or
controlled, directly or indirectly, by such Person either directly or through
such Person’s Subsidiaries.  Unless the context otherwise clearly
requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the
Parent Guarantor.

       

      “Subsidiary Guarantor” means
each Domestic Subsidiary in existence on the date of Closing and each Domestic
Subsidiary that executes the applicable Note Documents pursuant to Section 18 of
the Multiparty Guaranty.

       

      “Synthetic Lease
Obligation” means the monetary
obligation of a Person under (a) a so-called synthetic, off-balance sheet
or tax retention lease, or (b) an agreement for the use or possession of
property creating obligations that do not appear on the balance sheet of such
Person but which, upon the insolvency or bankruptcy of such Person, would be
characterized as the indebtedness of such Person (without regard to accounting
treatment).

       

      “Tax” means any tax (whether
income, documentary, sales, stamp, registration, issue, capital, property,
excise or otherwise), duty, assessment, levy, impost, fee, compulsory loan,
charge or withholding.

       

      “Taxing Jurisdiction” is
defined in Section 14.

       

      “Title Company” means,
collectively, one or more title insurance companies satisfactory to the
Collateral Agent and the Required Holders.

       

      “Uniform Commercial Code” means
the Uniform Commercial Code (or any similar or equivalent legislation) as in
effect from time to time in the State of New York (or, to the extent otherwise
applicable, any other applicable jurisdiction).

       

      “United States Dollars” and
“US$” means lawful
currency of the United States of America.

       

      “Unrestricted Subsidiary” means
each Subsidiary of the Parent Guarantor which is so designated by the Board of
Directors of the Parent Guarantor; provided, however, that no such
designation shall be effective unless (a) at the time of
such designation, such Subsidiary does not own any shares of capital stock or
Debt of the Parent Guarantor or any other Restricted Subsidiary which is not
simultaneously being designated an Unrestricted Subsidiary, (b) immediately after
giving effect to such designation, and after deducting from all covenant
calculations made in respect of the immediately preceding four fiscal quarters
the assets, liabilities, revenues and costs attributable to such Subsidiary
(i) no Default
or Event of Default would either occur and be continuing or would have occurred
at any time during the immediately preceding four fiscal quarters; (ii) the Parent
Guarantor would be permitted to make the investment in such Subsidiary resulting
from such designation in compliance with Section 13(e)(vii) of the Multiparty
Guaranty; and (iii) such designation
is treated at the time of designation and at all times thereafter as a sale of
assets for purposes of Section 13(b) of the Multiparty Guaranty and the Parent
Guarantor would be permitted to make such asset sale in compliance with such
Section.  Any Subsidiary which has been designated as an Unrestricted
Subsidiary pursuant to the preceding sentence may, at any time thereafter, be
redesignated as a Restricted Subsidiary by resolution of the Board of Directors
of the Parent Guarantor (a certified copy of which shall promptly be delivered
to each holder of the Notes) if, immediately after giving effect to such
redesignation and all other simultaneous designations and redesignations, if
any, of other Subsidiaries pursuant to this definition, no Default or Event of
Default shall exist.  Any Subsidiary which has been redesignated as a
Restricted Subsidiary as provided in the preceding sentence of this definition
may not thereafter be designated or redesignated as an Unrestricted
Subsidiary.  No (x) Domestic Subsidiary or (y) Foreign Subsidiary
whose Capital Stock has been pledged by the Note Parties as Collateral hereunder
may be, or may be designated as, an Unrestricted Subsidiary; provided, however, the Parent
Guarantor may designate a Domestic Subsidiary as an Unrestricted Subsidiary if
such designation is either made at the time of acquisition or formation of such
Domestic Subsidiary.

       

      Schedule B-10

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “USA Patriot Act” means United
States Public Law 107-56, Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT)
Act of 2001, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time in effect.

       

      “Voting Stock” means, with respect to
any Person, Capital Stock issued by such Person the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the election
of directors (or persons performing similar functions) of such Person, even
though the right so to vote has been suspended by the happening of such a
contingency.

       

       

      Schedule B-11

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
5.8

      


      USE
OF PROCEEDS

      


      


      A portion
of the proceeds of the Notes will be distributed as a dividend from the Company
to the Parent Guarantor on or prior to November 30, 2005.  The
remaining balance of the proceeds of the Notes will be used for general
corporate purposes.

       

       

      Schedule 5.8-1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
1

      


      [FORM
OF 4.245% SENIOR SECURED NOTE DUE 2012]

      


      


      THIS
NOTE IS SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AMENDED AND RESTATED
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT THAT, AMONG OTHER THINGS,
ESTABLISHES CERTAIN RIGHTS WITH RESPECT TO THE SECURITY FOR THIS NOTE AND THE
SHARING OF PROCEEDS THEREOF WITH CERTAIN OTHER SECURED CREDITORS (AS DEFINED IN
SUCH AGREEMENT).  AS A CONDITION TO TRANSFER, ANY TRANSFEREE OF A NOTE
MUST BECOME A PARTY TO THE AMENDED AND RESTATED COLLATERAL AGENCY AND
INTERCREDITOR AGREEMENT.  COPIES OF SUCH AMENDED AND RESTATED
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT WILL BE FURNISHED TO ANY HOLDER OF
THIS NOTE UPON REQUEST TO THE COMPANY.

      


      


      AMERON
(PTE) LTD.

      


      4.245%
SENIOR SECURED NOTE DUE NOVEMBER 25, 2012

       

      
      

       

      
        
          	No.
      R-[__] 	
                  [Date]

                
	SGD[_______] 	
                  PPN: Y0102# AA
      4

                


        

      

       

       

      FOR VALUE RECEIVED, the
undersigned, AMERON (PTE)
LTD. (herein called the “Company”), a private company
incorporated under the laws of Singapore, hereby promises to pay to [______________________], or
registered assigns, the principal sum of [____________________] SINGAPORE
DOLLARS on November 25, 2012 (or such amount thereof that remains
outstanding), with interest (computed on the basis of a 360-day year of twelve
30-day months) (a) on the unpaid
balance thereof at the rate of 4.245% per annum from the date hereof, payable
semiannually, on the 25th day of May and November in each year, commencing with
the May 25th or November 25th next succeeding the date hereof, until the
principal hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest and any overdue payment of any
Make-Whole Amount (as defined in the Note Purchase Agreements referred to
below), payable semiannually as aforesaid (or, at the option of the registered
holder hereof, on demand), at a rate per annum from time to time equal to the
greater of (i) 4.245% or
(ii) 2%
over the rate of interest publicly announced by JPMorgan Chase Bank from time to
time in New York, New York as its “base” or “prime” rate.

       

      Payments
of principal of, interest on and any Make-Whole Amount with respect to this Note
are to be made in lawful money of Singapore at the principal office of the
Company in such jurisdiction or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note
Purchase Agreement referred to below.

       

      This Note
is one of a series of Senior Secured Notes (herein called the “Notes”) issued pursuant to
that certain Note Purchase Agreement, dated as of November 25, 2005 (as from
time to time amended, the “Note
Purchase Agreement”), between the Company and the respective Purchasers
named therein and is entitled to the benefits thereof.  Each holder of
this Note will be deemed, by its acceptance hereof, (i) to have agreed to
the confidentiality provisions set forth in Section 21 of the Note Purchase
Agreement, (ii)
to have become a party to the Collateral Agency and Intercreditor Agreement (as
defined in the Note Purchase Agreement) and (iii) to have made the
representation set forth in Section 6.2 of the Note Purchase
Agreement.  This Note is secured by the Collateral Documents and is
guaranteed by the Parent Guarantor and the Subsidiary Guarantors pursuant to the
Multiparty Guaranty.

       

      Exhibit 1-1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      This Note
is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder’s attorney duly authorized in writing, a new Note
for a like principal amount will be issued to, and registered in the name of,
the transferee.  Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company will not be affected by any notice to the
contrary.

       

      The
Company will make required prepayments of principal on the dates and in the
amounts specified in the Note Purchase Agreement.  This Note is also
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.

       

      If an
Event of Default, as defined in the Note Purchase Agreement, occurs and is
continuing, the principal of this Note may be declared or otherwise become due
and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase
Agreement.

       

      This Note
shall be construed and enforced in accordance with the law of the State of New
York excluding choice-of-law principles of the law of such State that would
require the application of the laws of a jurisdiction other than such
State.

      


       

      
        
          	 	
                  AMERON
      (PTE) LTD. 

                
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	Name: 	 	 
	 	Title: 	 	 


        

      

      
         

         

        
          Exhibit 1-2

        

        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
2(a)

      


      FORM
OF OPINION OF GENERAL COUNSEL FOR THE NOTE PARTIES

      


      


      


      See
attached

       

       

       

       

      Exhibit 2(a) - 1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
2(b)

      


      FORM
OF OPINION OF SPECIAL UNITED STATES COUNSEL

      FOR
THE NOTE PARTIES

      


      


      


      


      See
attached

       

       

       

       

      
        Exhibit
2(b) - 1

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
2(c)

      


      FORM
OF OPINION OF SPECIAL SINGAPORE COUNSEL FOR THE COMPANY

      


      


      


      


      See
attached

       

       

       

       

      
        Exhibit
2(c) - 1

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
2(d)

      


      FORM
OF OPINION OF SPECIAL HAWAIIAN COUNSEL

      FOR
ISLAND READY - MIX CONCRETE, INC.

      


      


      


      


      See
attached

       

       

       

       

      
        Exhibit
2(d) - 1

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
3

      


      FORM
OF COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT

      


      


      


      


      See
attached

       

       

       

       

      Exhibit 3 - 1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
4

      


      FORM
OF MORTGAGE

      


      


      


      See
attached

       

       

       

       

      Exhibit 4 - 1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
5

      


      FORM
OF SECURITY AGREEMENT

      


      


      


      


      See
attached

       

       

       

       

      Exhibit 5 - 1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
6

      


      FORM
OF MULTIPARTY GUARANTY

      


      


      


      See
attached

       

       

       

       

      Exhibit 6 - 1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        January
24, 2007

         

        Ameron
International Corporation

        245 South
Los Robles Avenue

        Pasadena,
California  91101-3638

        


        Re:  Multiparty Guaranty dated as
of November 25, 2005

         

        Ladies
and Gentlemen:

         

        Reference
is made to the Multiparty Guaranty, dated as of November 25, 2005 (as amended,
restated, supplemented or otherwise modified from time to time, the “Multiparty Guaranty”), made by
Ameron International Corporation, a Delaware corporation (the “Parent Guarantor”) and the
Subsidiary Guarantors named therein in favor of the Beneficiaries named
therein.  Capitalized terms not defined herein shall have the meanings
given to such terms in the Multiparty Guaranty.

         

        1.           Amendments to Multiparty Guaranty;
Limited Consent.  Pursuant to the request of the Parent
Guarantor and Section 16 of the Multiparty Guaranty, the undersigned holder of
Notes agrees as follows:

        


        1.1           Clause
(A) of Section 13(b)(i) is amended and restated, as follows:

        


        “(A)           any
Restricted Subsidiary may merge with the Parent Guarantor or with any one or
more wholly owned Restricted Subsidiaries so long as, in the case of any
transaction involving the Parent Guarantor or a Subsidiary Guarantor (or a
Person required to become a Subsidiary Guarantor), the Parent Guarantor or such
Subsidiary Guarantor (or such Person required to become a Subsidiary Guarantor)
shall be the continuing or surviving Person.”

        


        1.2           Section
13(b)(i) is further amended to delete the “and” at the end of clause (D)
thereof; to delete the period at the end of clause (E) thereof and replace such
period with “; and”; and to insert a new clause (F) thereof, as
follows:

        


        “(F)           the
Parent Guarantor may transfer all of the Capital Stock of the Company to Ameron
Singapore Brazil Holdings Pte. Ltd., a wholly-owned Subsidiary of the Parent
Guarantor.

        


        1.3           Section
13(b)(iii) is amended to delete the language “clauses (B), (C) and (E)” and to
replace such language with “clauses (B), (C), (E) and (F)”.

        


        1.4           Notwithstanding
anything to the contrary in Section 13(m) of the Multiparty Guaranty, the
undersigned holder of Notes hereby consents to the Third Amendment to Credit
Agreement, dated as of the date of this letter agreement, by and among the
Parent Guarantor and the other parties thereto, in the form of Exhibit A to this letter
agreement.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        1.5           The
amendments and consent set forth in this letter agreement shall be limited
precisely as written and shall not be deemed to be (i) an amendment, waiver,
release or other modification of any other terms or conditions of any of the
Note Documents or any other agreement or document related to the Note Documents,
or (ii) a consent to any future amendment, consent, waiver, release or other
modification.  Except as expressly set forth in this letter agreement,
each of the Note Documents and the other agreements and documents related to the
Note Documents shall continue in full force and effect.

         

        2.           Representations and
Warranties. In order to induce the
undersigned holder of Notes to enter into this letter agreement, the Parent
Guarantor hereby represents, warrants and covenants that (i) each of the
representations and warranties set forth in Section 9 of the Multiparty Guaranty
is true, correct and complete, except to the extent such representations and
warranties expressly relate to an earlier date, in which case such
representations and warranties are true, correct and complete as of such earlier
date, (ii) no Default or Event of Default is in existence, (iii) the Parent
Guarantor and each Subsidiary Guarantor has taken all necessary action to duly
authorize the execution, delivery and performance of this letter agreement, (iv)
this letter agreement has been duly executed and delivered by the Parent
Guarantor and each Subsidiary Guarantor, and this letter agreement (and the
Multiparty Guaranty as modified hereby) constitute the Parent Guarantor’s and
the Subsidiary Guarantors’ legal, valid and binding obligations, enforceable in
accordance with their terms, except as such enforceability may be subject to (a)
insolvency laws and (b) general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity), and (v) no
consent, approval, authorization or order of, or filing, registration or
qualification with, any court of Governmental Authority or other third party is
required in connection with the execution, delivery or performance by the Parent
Guarantor or any Subsidiary Guarantor of this letter agreement.

         

        3.           Other
Agreements.  Within ninety (90) days of the effective date of
this letter agreement (or such later date as the Required Holders shall
determine in their reasonable discretion), the Parent Guarantor shall cause to
be delivered to the Collateral Agent (with a copy thereof to the holder of
Notes) a pledge agreement (or similar document) with respect to 65% of the
Capital Stock of Ameron Singapore Brazil Holdings Pte. Ltd. governed by the laws
of Singapore, together with a legal opinion of Singapore counsel for the Parent
Guarantor, each in form and substance reasonably satisfactory to the Required
Holders.

         

        4.           Effectiveness.  The
foregoing amendments and consent shall be effective, subject to the accuracy of
the above representations and warranties, when:  (a) the holder of
Notes shall have received (i) a fully executed and delivered counterpart of this
letter agreement, (ii) a duly executed copy of the Third Amendment to Credit
Agreement, dated as of the date of this letter agreement, by and among the
Parent Guarantor and the other parties thereof, in the form of Exhibit A to this letter
agreement; (b) none of the Parent Guarantor’s other lenders shall have received
any compensation for providing any consents, waivers, amendments or other
modifications in connection with the amendments and consent effected by this
letter agreement; and (c) Bingham McCutchen LLP shall have received, by wire
transfer of immediately available funds, payment of all its unpaid legal fees
and disbursements as of the date hereof.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        5.           Counterparts.  This
letter agreement may be executed in one or more counterparts by the undersigned
holder of Notes, the Parent Guarantor and the Subsidiary Guarantors and all such
counterparts shall be read together as a single instrument.

         

        6.           Governing Law.  This
letter agreement shall be governed and construed in accordance with the laws of
the State of New York.

         

        [Signature pages follow.]

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        
           

          Sincerely,

           

          The
Prudential Insurance Company of America

           

           

           

          By: /s/ Matt
Douglass

          Name: Matt Douglass

          Title:    Vice
President

           

          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        Accepted
and agreed to effective

        the date
first appearing above:

         

        Ameron
International Corporation

         

        By: /s/ James R.
McLaughlin                                                     

        Name:
James R. McLaughlin

        Title:
Sr. V.P. CFO & Treasurer

         

        
          By: /s/ Gary
Wagner                                                     

          Name:
Gary Wagner

          Title:
E.V.P. & Chief Operating Officer

        

         

        Island
Ready-Mix Concrete, Inc.

         

        
          
            By: /s/ Gary
Wagner                                                     

            Name:
Gary Wagner

            Title:
Vice President

          

        

         

        Centron
International Inc.

         

        
          By: /s/ Gary
Wagner                                                     

          Name:
Gary Wagner

          Title:
Vice President

        

         

        American
Pipe And Construction

        International

         

        
          By: /s/ Gary
Wagner                                                     

          Name:
Gary Wagner

          Title:
Vice President

        

         

        Contrad

         

        
          By: /s/ Gary
Wagner                                                     

          Name:
Gary Wagner

          Title:
Vice President & Treasurer

        

         

        Amercoat
Corporation

         

        
          By: /s/ Gary
Wagner                                                     

          Name:
Gary Wagner

          Title:
Vice President & Treasurer

        

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        Bondstrand
Corporation

         

        
          By: /s/ Gary
Wagner                                                     

          Name:
Gary Wagner

          Title:
Vice President & Treasurer

        

         

        Psx
Corporation

         

        
          By: /s/ Gary
Wagner                                                     

          Name:
Gary Wagner

          Title:
Vice President & Treasurer

        

         

        Ameron
Composites, Inc.

         

        
          By: /s/ Gary
Wagner                                                     

          Name:
Gary Wagner

          Title:
Vice President & Treasurer

        

         

        Bolenco
Corporation

         

        
          By: /s/ Gary
Wagner                                                     

          Name:
Gary Wagner

          Title:
Vice President

        

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        Exhibit
A

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      
        June 28,
2006

         

        Ameron
(PTE) Ltd.

        Ameron
International Corporation

        Each
Subsidiary Guarantor that is a

        signatory
hereto

        c/o
Ameron International Corporation

        245 South
Los Robles Avenue

        Pasadena,
California  91101-3638

        


        Re:  Note Purchase Agreement and
Multiparty Guaranty, each dated as of November 25, 2005

         

        Ladies
and Gentlemen:

         

        Reference
is made to (i) the Note Purchase Agreement, dated as of November 25, 2005 (as
amended, restated, supplemented or otherwise modified from time to time, the
“Agreement”), by and
between Ameron (PTE) Ltd., a private company incorporated under the laws of
Singapore (the “Company”
or “Ameron Singapore”),
on the one hand, and the Purchasers named therein, on the other hand; and (ii)
the Multiparty Guaranty, dated as of November 25, 2005 (as amended, restated,
supplemented or otherwise modified from time to time, the “Multiparty Guaranty”) by
Ameron International Corporation, a Delaware corporation (the “Parent Guarantor” or “Ameron”), and each Subsidiary
Guarantor in favor of the Beneficiaries.  Capitalized terms not
defined herein shall have the meanings given to such terms in the Multiparty
Guaranty.

         

        1.           Background.  The
Parent Guarantor, the Company and certain of their affiliates party thereto as
sellers (collectively, the “Sellers”) propose to enter
into a certain Asset Purchase Agreement, dated as of June 28, 2006 (the
“Purchase Agreement”),
with PPG Industries, Inc., a Pennsylvania corporation (the “Buyer”), whereby the Sellers
will sell to the Buyer the Purchased Assets (as such term is defined in the
Purchase Agreement) relating to the Sellers’ coatings and finishes business for
a sales price of approximately $115 million, and license to the Buyer certain
intellectual property (the “Coatings Asset
Disposition”).  The Coatings Asset Disposition will not include
the Excluded Assets (as such term is defined in the Purchase Agreement), which
assets include, among others, certain real property of the Sellers identified as
“Owned Property” on Schedule 2.2(j) of the Purchase Agreement (the “Retained Real
Property”).  The Sellers intend to dispose of the Retained Real
Property in one or more separate transactions within one year of the date hereof
(collectively, the “Real
Property Dispositions”).

        


        2.           Limited Waivers and Authorization to
Release Certain Liens.

        


        (a)           Subject
to the provisions of Section 5 hereof, the undersigned, constituting the
Required Holders, hereby (i) waive (A) Section 13(g) of the Multiparty
Guaranty to the extent such Section would be violated upon consummation of the
Coatings Asset Disposition, and (B) any requirement of the Parent Guarantor and
the Subsidiary Guarantors under the Multiparty Guaranty to (I) include any of
the proceeds of the Coatings Asset Disposition and the Real Property
Dispositions, or any one of them, in the calculation of the financial tests set
forth in clause (x) and clause (y) of Section 13(b)(i) of the Multiparty
Guaranty, or (II) deliver an Officer’s Certificate describing the use of
proceeds from such dispositions, as contemplated by Section 13(b)(ii) of the Multiparty
Guaranty, and (ii) authorize the Collateral Agent, upon consummation of the
Coatings Asset Disposition or any Real Property Disposition, to release any of
its Liens in or upon the assets comprising such disposition, as the case may be;
provided, however, that (i)
such waiver and authorization to release Liens relating to the Coatings Asset
Disposition shall only be effective so long as such disposition is effected
within 90 days of the date hereof, and (ii) such waiver and authorization to
release Liens relating to the Real Property Dispositions shall only be effective
so long as, and to the extent that, the Real Property Dispositions are effected
within 365 days of the date hereof; and provided, further, that such
waiver and authorization to release Liens relating to either the Coatings Asset
Disposition or the Real Property Dispositions shall only be effective if (i) no
Default or Event Default exists immediately prior to the consummation of the
Coatings Asset Disposition or the applicable Real Property Disposition, as
applicable, and after giving effect to such disposition, and (ii) neither the
Bank Lenders under the Credit Agreement nor the holders of the notes under each
of the other note purchase agreements shall be entitled to receive any amendment
or similar fee as consideration for entering into the applicable consent or
waiver relating to the Coatings Asset Disposition or any Real Property
Disposition, as the case may be, unless the foregoing creditors and the holders
of Notes under the Agreement are each offered an amendment or similar fee in
proportion to the unpaid principal amount owing to such creditor at such
time.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        (b)           Subject
to the provisions of Section 5 hereof, the undersigned, constituting the
Required Holders, hereby waive any default that may have occurred under the
Agreement in connection with the formation of certain Subsidiaries since
November 25, 2005; provided, however, that such waiver shall only be effective
so long as each relevant Note Party has fulfilled, no later than July 30, 2006,
its obligations under Section 12(i) and Section 18 of the Multiparty Guaranty,
as applicable, relating to the formation of such Subsidiaries.

        


        (c)           The
limited waivers and authorization to release certain liens set forth in this
letter agreement shall be limited precisely as written and shall not be deemed
to be (i) an amendment, waiver, release or other modification of any other terms
or conditions of any of the Note Documents or any other agreement or document
related to the Note Documents, or (ii) a consent to any future amendment,
consent, waiver, release or other modification.  Except as expressly
set forth in this letter agreement, each of the Note Documents and the other
agreements and documents related to the Note Documents shall continue in full
force and effect.

         

        3.           Representations, Warranties and
Covenants. In order to induce the
undersigned Required Holders to enter into this letter agreement,

         

        (a)           the
Company hereby represents, warrants and covenants that (i) each of the
representations and warranties set forth in Section 5 of the Agreement is true,
correct and complete, except to the extent such representations and warranties
expressly relate to an earlier date, in which case such representations and
warranties are true, correct and complete as of such earlier date, and (ii) no
Default or Event of Default is in existence; and

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        (b),           the
Parent Guarantor hereby represents, warrants and covenants that (i) each of the
representations and warranties set forth in Section 9 of the Multiparty Guaranty
is true, correct and complete, except to the extent such representations and
warranties expressly relate to (A) an earlier date, in which case such
representations and warranties are true, correct and complete as of such earlier
date, and (B) the information set forth on Schedule 9(d) of the Multiparty
Guaranty, in which case such representations and warranties are true, correct
and complete with respect to the information set forth on the revised Schedule
9(d) attached hereto as Exhibit A, and (ii)
no Default or Event of Default is in existence.

         

        4.           Reaffirmation of Multiparty
Guaranty.  Each of the Parent Guarantor and the Subsidiary
Guarantors hereby consents to the modification effected in this letter agreement
and the transactions contemplated hereby, reaffirms its obligations under the
Multiparty Guaranty and its waivers, as set forth in the Multiparty Guaranty, of
each and every one of the possible defenses to such obligations.  In
addition, each of the Parent Guarantor and the Subsidiary Guarantors reaffirms
that its obligations under the Multiparty Guaranty are separate and distinct
from the Company’s obligations.

         

        5.           Effectiveness.  The
foregoing waiver shall be effective, subject to the accuracy of the above
representations and warranties, when: (a) each of the undersigned shall have
received (i) a fully executed and delivered counterpart of this letter
agreement, (ii) evidence satisfactory to it that the Parent Guarantor and the
Subsidiary Guarantors have entered into, or simultaneously herewith are entering
into, a substantially similar consent or waiver with the requisite Bank Lenders
under the Credit Agreement and the requisite holders of the notes under each of
the other note purchase agreements, and none of the foregoing creditors shall be
entitled to receive any amendment or similar fee as consideration for entering
into the applicable consent or waiver; and (b) Bingham McCutchen LLP shall have
received, by wire transfer of immediately available funds, payment of all its
unpaid legal fees and disbursements as of the date hereof.  This
waiver may be executed in one or more counterparts by the undersigned, the
Company, the Parent Guarantor and the Subsidiary Guarantors and all such
counterparts shall be read together as a single instrument.

         

        [Signature pages
follow.]

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        Sincerely,

         

        The
Prudential Insurance Company of America

         

        


         

        By: /s/ Matt Douglass

        Name:
Matt Douglass

        Title:   Vice
President

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        Accepted
and agreed to effective

        the date
first appearing above:

         

        The
Company:

         

        Ameron
(PTE) Ltd.

         

        By: /s/ Gary
Wagner                                                      

        Name:
Gary Wagner

        Title:
Vice President & Treasurer

         

        


         

        The
Parent Guarantor:

         

        Ameron
International Corporation

         

        
          By: /s/ James R.
McLaughlin                                                      

          Name:
James R. McLaughlin

          Title:
Sr. V.P. CFO & Treasurer

        

         

        
          By: /s/ Gary
Wagner                                                      

          Name:
Gary Wagner

          Title:
E.V.P. & Chief Operating Officer


        

        _________________________________________

        


         

        The
Subsidiary Guarantors:

         

        Island
Ready-Mix Concrete, Inc.

         

        
          By: /s/ Gary
Wagner                                                      

          Name:
Gary Wagner

          Title:
Vice President

        

         

        Centron
International Inc.

         

        
          By: /s/ Gary
Wagner                                                      

          Name:
Gary Wagner

          Title:
Vice President

        

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        American
Pipe And Construction

        International

         

        
          By: /s/ Gary
Wagner                                                      

          Name:
Gary Wagner

          Title:
Vice President & Treasurer

        

         

        Contrad

         

        
          By: /s/ Gary
Wagner                                                      

          Name:
Gary Wagner

          Title:
Vice President & Treasurer

        

         

        Amercoat
Corporation

         

        
          By: /s/ Gary
Wagner                                                      

          Name:
Gary Wagner

          Title:
Vice President & Treasurer

        

         

        Bondstrand
Corporation

         

        
          By: /s/ Gary
Wagner                                                      

          Name:
Gary Wagner

          Title:
Vice President & Treasurer

        

         

        Psx
Corporation

         

        
          By: /s/ Gary
Wagner                                                      

          Name:
Gary Wagner

          Title:
Vice President & Treasurer

        

         

        Ameron
Composites, Inc.

         

        
          By: /s/ Gary
Wagner                                                      

          Name:
Gary Wagner

          Title:
Vice President & Treasurer

        

         

        Bolenco
Corporation

         

        
          By: /s/ Gary
Wagner                                                      

          Name:
Gary Wagner

          Title:
Vice President

        

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        Exhibit
A