exv10w21






Exhibit 10.21




EXECUTION VERSION




CREDIT AGREEMENT




DATED 16 NOVEMBER 2009



US$582,500,000



CREDIT FACILITY



FOR



THE COMPANIES LISTED IN SCHEDULE 1 HEREIN



as Borrowers



COORDINATED BY



THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED



WITH



THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED



as Facility Agent



and



STANDARD CHARTERED BANK (HONG KONG) LIMITED



as Security Agent







Allen & Overy



 









 





CONTENTS




	 	 	 	 	 	 	 
	Clause	 	 	 	Page	 
	 	 	 
	 	 	 	 
	1.	 	Interpretation
	 	 	1	 
	2.	 	Facilities
	 	 	16	 
	3.	 	Purpose
	 	 	17	 
	4.	 	Conditions precedent
	 	 	18	 
	5.	 	Utilisation — Loans
	 	 	19	 
	6.	 	Utilisation — Letters of Credit
	 	 	20	 
	7.	 	Tranche C Loans
	 	 	22	 
	8.	 	Tranche D — Letters of Credit
	 	 	25	 
	9.	 	Optional Currencies for Letters of Credit
	 	 	29	 
	10.	 	Repayment
	 	 	30	 
	11.	 	Prepayment and cancellation
	 	 	31	 
	12.	 	Interest
	 	 	33	 
	13.	 	Interest Periods
	 	 	34	 
	14.	 	Market disruption
	 	 	35	 
	15.	 	Taxes
	 	 	36	 
	16.	 	Increased Costs
	 	 	38	 
	17.	 	Mitigation
	 	 	39	 
	18.	 	Payments
	 	 	39	 
	19.	 	Guarantee and indemnity
	 	 	41	 
	20.	 	Representations and warranties
	 	 	44	 
	21.	 	Information covenants
	 	 	48	 
	22.	 	Financial covenants
	 	 	51	 
	23.	 	General covenants
	 	 	54	 
	24.	 	Default
	 	 	60	 
	25.	 	Security
	 	 	64	 
	26.	 	The Administrative Parties
	 	 	67	 
	27.	 	Evidence and calculations
	 	 	73	 
	28.	 	Fees
	 	 	74	 
	29.	 	Indemnities and Break Costs
	 	 	75	 
	30.	 	Expenses
	 	 	77	 
	31.	 	Amendments and waivers
	 	 	77	 
	32.	 	Changes to the Parties
	 	 	79	 
	33.	 	Disclosure of information
	 	 	82	 
	34.	 	Set-off
	 	 	83	 
	35.	 	Pro Rata Sharing
	 	 	83	 
	36.	 	Severability
	 	 	84	 
	37.	 	Counterparts
	 	 	85	 
	38.	 	Notices
	 	 	85	 
	39.	 	Language
	 	 	88	 
	40.	 	Governing law
	 	 	88	 
	41.	 	Enforcement
	 	 	88	 






 









 






Schedules




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	1.	 	Original Parties
	 	 	90	 
	2.	 	Conditions precedent documents
	 	 	93	 
	3.	 	Form of Request
	 	 	99	 
	4.	 	Forms of Transfer Certificate
	 	 	100	 
	5.	 	Existing Facilities
	 	 	104	 
	6.	 	Form of Compliance Certificate
	 	 	106	 
	7.	 	Form of Accession Agreement
	 	 	107	 
	8.	 	Form of Resignation Request
	 	 	108	 
	9.	 	Form of Letter of Credit
	 	 	109	 
	10.	 	Certificate of Receivables
	 	 	113	 
	11.	 	Customer Limit Advice
	 	 	114	 
	 	 	 
	 	 	 	 
	Signatories	 	 	113	 






 









 






THIS AGREEMENT is dated 16 November 2009 and is made BETWEEN:





	(1)	 	THE COMPANIES listed in Schedule 1 (Original Parties) as borrowers (in this capacity the
Borrowers);
	 
	(2)	 	THE COMPANIES listed in Schedule 1 (Original Parties) as original guarantors (in this
capacity the Original Guarantors);
	 
	(3)	 	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as coordinator (in this capacity the
Coordinator);
	 
	(4)	 	THE FINANCIAL INSTITUTIONS listed in Schedule 1 (Original Parties) as original lenders (the
Original Lenders);
	 
	(5)	 	CITIC KA WAH BANK LIMITED as issuing bank (in this capacity the Issuing Bank);
	 
	(6)	 	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as facility agent (in this capacity the
Facility Agent);
	 
	(7)	 	HANG SENG BANK LIMITED as security trustee (in this capacity the Security Trustee);
	 
	(8)	 	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as factoring agent (in this capacity
the Factoring Agent); and
	 
	(9)	 	STANDARD CHARTERED BANK (HONG KONG) LIMITED as security agent (in this capacity the Security
Agent).





IT IS AGREED as follows:





	1.	 	INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement:
	 
	 	 	Accession Agreement means a letter, substantially in the form of Schedule 7 (Form of
Accession Agreement), with such amendments as the Facility Agent and the Borrowers may
agree.
	 
	 	 	Acquisition means the proposed acquisition of the entire issued share capital of each Target
Company by the Company in accordance with the SPA.
	 
	 	 	Additional Assignment Document means an assignment by a Borrower (other than Oriental
Printed Circuits Limited) in favour of the Factoring Agent of all of its right, title and
interest in and to the Contracts in connection with the relevant Without Recourse
Receivables and the relevant Without Recourse Receivables in form and substance satisfactory
to the Factoring Agent.
	 
	 	 	Additional Guarantor means a member of the Group which becomes a Guarantor after the date of
this Agreement.
	 
	 	 	Additional Guarantor Security Agreement means a security agreement to be granted by an
Additional Guarantor in respect of all its present and future assets in favour of the
Security Trustee in form and substance satisfactory to the Security Trustee.





TETONS — CREDIT AGREEMENT





1









 









	 	 	Additional Guarantor Share Mortgage means a share mortgage to be granted by each shareholder
of an Additional Guarantor in favour of the Security Trustee in respect of its shares in
that Additional Guarantor.
	 
	 	 	Additional Security Over Receivables means an assignment by way of security by a Borrower
(other than Oriental Printed Circuits Limited) in favour of the Factoring Agent of all of
its right, title and interest in and to the Contracts in connection with the relevant With
Recourse Receivables and the relevant With Recourse Receivables, incorporating a charge over
the Charged Accounts in form and substance satisfactory to the Factoring Agent.
	 
	 	 	Administrative Party means the Coordinator or an Agent.
	 
	 	 	Affiliate means a Subsidiary or a Holding Company of a person or any other Subsidiary of
that Holding Company.
	 
	 	 	Agent means the Facility Agent, the Security Trustee, the Factoring Agent or the Issuing
Bank.
	 
	 	 	Agent’s Spot Rate of Exchange means the Facility Agent’s spot rate of exchange for the
purchase of the relevant currency in the Hong Kong foreign exchange market with US Dollars
as of close of business in Hong Kong on a particular day.
	 
	 	 	Approved Customer means a Customer designated as an Approved Customer by the Factoring Agent
and the relevant Borrower for the purposes of this Agreement.
	 
	 	 	Assignment Document means:






	 	(a)	 	the assignment by Oriental Printed Circuits Limited in favour of the Factoring
Agent of all its right, title and interest in and to the Without Recourse Receivable
Contracts in form and substance satisfactory to the Factoring Agent; or
	 
	 	(b)	 	each Additional Assignment Document (if any).






	 	 	Availability Period means:






	 	(a)	 	for the Tranche A Facility, the period from and including the date of this
Agreement to and including the date falling six months from the date of this Agreement;
	 
	 	(b)	 	for the Tranche B Facility, the period from and including the date of this
Agreement to and including the date falling one month prior to the Final Maturity Date;
	 
	 	(c)	 	for the Tranche C Facility, the period from and including the date of this
Agreement to and including the date falling one month prior to the Final Maturity Date;
and
	 
	 	(d)	 	for the Tranche D Facility, the period from and including the date of this
Agreement to and including the Final Maturity Date.






	 	 	Break Costs means the amount (if any) which a Lender is entitled to receive under Subclause
29.3 (Break Costs).
	 
	 	 	Business Day means a day (other than a Saturday or a Sunday) on which banks are open for
general banking business in Hong Kong and:






	 	(a)	 	(in relation to any date for payment or purchase of euro), any TARGET Day; or





TETONS — CREDIT AGREEMENT



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	 	(b)	 	(in relation to any date for payment or purchase of a currency other than euro)
the principal financial centre of the country of that currency.






	 	 	Certificate of Receivables means a certificate in substantially the form of Schedule 10.
	 
	 	 	Charged Account means each account to be maintained by the Borrowers as further described in
any Security Over Receivables, including all replacement accounts and sub-accounts from time
to time.
	 
	 	 	Commitment means Tranche A Commitment, Tranche B Commitment, Tranche C Commitment or Tranche
D Commitment.
	 
	 	 	Company means TTM Hong Kong Limited, a company incorporated under the laws of Hong Kong.
	 
	 	 	Completion means the completion of the Acquisition in accordance with the SPA.
	 
	 	 	Compliance Certificate means a certificate substantially in the form of Schedule 6 (Form of
Compliance Certificate) setting out, among other things, calculations of the financial
covenants.
	 
	 	 	Composite Security Agreement means the security agreement (in form and substance
satisfactory to the Security Trustee) to be entered into between the Company, each Original
Obligor, MTG Flex (BVI) Limited, OPC Flex Limited, OPC Flex (HK) Limited, State Link Trading
Limited, Circuit Net Technology Limited and the Security Trustee in form and substance
satisfactory to the Security Trustee.
	 
	 	 	Composite Share Mortgage means the composite share mortgage (in form and substance
satisfactory to the Security Trustee) to be entered into between TTM International, the
Company, MTG (PCB) No.2 (BVI) Limited, MTG Management (BVI) Limited, MTG PCB (BVI) Limited,
Mica-Ava China Limited and the Security Trustee in respect of the issued share capital of
the Company and each Original Obligor.
	 
	 	 	Contract means a contract (in any form, including a purchase order) for the supply or
provision of Goods by a Borrower to a Customer at any time.
	 
	 	 	Credit means a Loan or a Letter of Credit.
	 
	 	 	Credit Cover means any insurance or similar arrangement in respect of credit risk of any
Receivable satisfactory to the Factoring Agent.
	 
	 	 	Credit Cover Limit means the maximum amount determined by the Factoring Agent up to which
the Receivable (or any part of such Receivable) due from a Customer is covered by a Credit
Cover and may be designated as Credit Protected Receivables.
	 
	 	 	Credit Cover Percentage means the percentage specified in or referred to as such in respect
of a Customer in a Customer Limit Advice.
	 
	 	 	Credit Protected Receivable, in respect of a Customer, means a Receivable which is covered
by a Credit Cover and is treated as a Credit Protected Receivable in accordance with the
provisions in the Credit Protection Event as described in or referred to as such in a
Customer Limit Advice in respect of that Customer.
	 
	 	 	Credit Protection Event means with respect to a Customer, any event specified in or referred
to as such in a Customer Limit Advice in respect of such Customer.





TETONS — CREDIT AGREEMENT



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	 	 	Customer means a person which incurs any obligation to make payment to a Borrower under a
Contract.
	 
	 	 	Customer Limit Advice means each notice or advice, substantially the form of Schedule 11
(Customer Limit Advice), from time to time issued by the Factoring Agent to a Borrower
notifying that Borrower of, inter alia, the customer limit and/or the Credit Cover Limit in
relation to a Customer or Customers.
	 
	 	 	Customer Notice has the meaning given to it in a Security Over Receivables, or, as the case
may be, an Assignment Document.
	 
	 	 	Default means:






	 	(a)	 	an Event of Default; or
	 
	 	(b)	 	an event or circumstance which would be (with the expiry of a grace period, the
giving of notice or the making of any determination under the Finance Documents or any
combination of them) an Event of Default.






	 	 	Dispute means any situation where a Customer fails to accept Goods or an invoice or raises a
dispute, defence, counterclaim or set-off in relation to any debt or Contract, including any
defence arising from a claim to the proceeds of the Receivable by any third party.
	 
	 	 	Eligible Receivable means a Receivable designated as an Eligible Receivable by the Factoring
Agent, provided that a Receivable may only be designated as an Eligible Receivable if it has
payment terms of not more than 120 days unless otherwise agreed by the Factoring Agent
(acting on the instructions of the Majority Tranche C Lenders).
	 
	 	 	Environmental Claim means any claim, proceeding, formal notice or investigation by any
person in respect of any Environmental Law.
	 
	 	 	Environmental Law means any applicable law or regulation which relates to:






	 	(c)	 	the pollution or protection of the environment;
	 
	 	(d)	 	the harm to or the protection of human health;
	 
	 	(e)	 	the conditions of the workplace; or
	 
	 	(f)	 	any emission or substance capable of causing harm to any living organism or the
environment.






	 	 	Event of Default means an event or circumstance specified as such in Clause 24 (Default).
	 
	 	 	Existing Facilities means the existing Financial Indebtedness set out in Schedule 5
(Existing Facilities).
	 
	 	 	Extraordinary Event means, in respect of a Receivable:






	 	(a)	 	a general moratorium decreed by the government of the country in which the
relevant Customer is situated or in which the Receivable is payable or any other
measure or decision by any national, regional or local authority or state institution
of any country affecting the payment of the Receivable;





TETONS — CREDIT AGREEMENT



4









 












	 	(b)	 	the occurrence of rebellion and insurrection, revolution, riot, general strike,
social or political disorder, civil commotion or war including civil war or
hostilities, total or partial occupation of the territory by a foreign power or
terrorist action;
	 
	 	(c)	 	any measure or decision of a government which in whole or in part prevents
performance of contractual obligations by a Customer under a Contract, in particular,
with regard to the transfer of funds in the currency required under the Contract to the
Factoring Agent or the Security Trustee or the conversion of a currency into the
currency required for payment under the Contract or the confiscation, requisition or
destruction of the Goods;
	 
	 	(d)	 	a delay in transfer of payments caused by banks and other fund transfer systems;
	 
	 	(e)	 	the ionising, radioactive, toxic, explosive or other hazardous or contaminating
properties or effects of any explosive nuclear assembly or component thereto, nuclear
fuel, combustion or waste affecting the payment of the Receivable;
	 
	 	(f)	 	political events or economic difficulties or legislative or administrative
measures which prevent or delay the transfer to the Factoring Agent or the Security
Trustee of payments or deposits due in respect of the Contract; or
	 
	 	(g)	 	a natural disaster, flood, storm, typhoon or other act of God or any nuclear
explosion or contamination, leak of radioactivity, nuclear reaction, nuclear radiation
or radioactive contamination,






	 	 	save as otherwise expressly varied in the relevant Customer Limit Advice.
	 
	 	 	Facility means a credit facility made available under this Agreement.
	 
	 	 	Facility Office means the office(s) notified by a Lender to the Facility Agent:






	 	(a)	 	on or before the date it becomes a Lender; or
	 
	 	(b)	 	by not less than five Business Days’ notice,






	 	 	as the office(s) through which it will perform its obligations under this Agreement.
	 
	 	 	Fee Letter means any letter entered into by reference to this Agreement between one or more
Administrative Parties and the Borrowers setting out the amount of certain fees referred to
in Clause 28 (Fees).
	 
	 	 	Final Maturity Date means, for each Facility, the fourth anniversary of the date of this
Agreement.
	 
	 	 	Finance Document means:






	 	(a)	 	this Agreement;
	 
	 	(b)	 	a Security Document;
	 
	 	(c)	 	an Assignment Document;
	 
	 	(d)	 	a Fee Letter;
	 
	 	(e)	 	a Transfer Certificate;





TETONS — CREDIT AGREEMENT



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	 	(f)	 	an Accession Agreement;
	 
	 	(g)	 	a Resignation Request (if any); or
	 
	 	(h)	 	any other document designated as such by the Facility Agent and the Borrowers.






	 	 	Finance Party means a Lender, an Administrative Party or the Security Agent.
	 
	 	 	Financial Indebtedness means any indebtedness for or in respect of:






	 	(a)	 	moneys borrowed;
	 
	 	(b)	 	any amount raised by acceptance under any acceptance credit facility;
	 
	 	(c)	 	any bond, note, debenture, loan stock or other similar instrument;
	 
	 	(d)	 	any redeemable preference share;
	 
	 	(e)	 	any agreement treated as a finance or capital lease in accordance with GAAP;
	 
	 	(f)	 	receivables sold or discounted (other than any receivables to the extent they
are sold on a non-recourse basis);
	 
	 	(g)	 	the acquisition cost of any asset or service to the extent payable before or
after its acquisition or possession by the party liable where the advance or deferred
payment:






	 	(i)	 	is arranged primarily as a method of raising finance or of
financing the acquisition of that asset or service or the construction of that
asset or service; or
	 
	 	(ii)	 	involves a period of more than six months before or after the
date of acquisition or supply;






	 	(h)	 	any derivative transaction protecting against or benefiting from fluctuations
in any rate or price (and, except for non-payment of an amount, the then mark-to-market
value of the derivative transaction will be used to calculate its amount);
	 
	 	(i)	 	any other transaction (including any forward sale or purchase agreement) which
has the commercial effect of a borrowing;
	 
	 	(j)	 	any counter-indemnity obligation in respect of any guarantee, indemnity, bond,
letter of credit or any other instrument issued by a bank or financial institution; or
	 
	 	(k)	 	any guarantee, indemnity or similar assurance against financial loss of any
person in respect of any item referred to in the above paragraphs.






	 	 	GAAP means, in relation to an Obligor, generally accepted accounting principles in the
jurisdiction where that Obligor is incorporated.
	 
	 	 	Goods means any merchandise and, where applicable, any services provided by a Borrower to a
Customer under a Contract.
	 
	 	 	Group means the Company and its Subsidiaries.
	 
	 	 	Guarantor means an Original Guarantor or an Additional Guarantor.





TETONS — CREDIT AGREEMENT



6









 












	 	 	HK Dollars or HK$ means the lawful currency of Hong Kong.
	 
	 	 	Holding Company of any other person, means a person in respect of which that other person is
a Subsidiary.
	 
	 	 	Hong Kong means the Hong Kong Special Administrative Region of the PRC.
	 
	 	 	Increased Cost means:






	 	(a)	 	an additional or increased cost;
	 
	 	(b)	 	a reduction in the rate of return from a Facility or on a Finance Party’s (or
its Affiliate’s) overall capital; or
	 
	 	(c)	 	a reduction of an amount due and payable under any Finance Document,






	 	 	which is incurred or suffered by a Finance Party or any of its Affiliates but only to the
extent attributable to that Finance Party having entered into any Finance Document or having
a Commitment or funding or performing its obligations under any Finance Document.
	 
	 	 	Interest Period means each period determined under this Agreement:






	 	(a)	 	by reference to which interest on a Loan or an overdue amount is calculated; or
	 
	 	(b)	 	for which the Issuing Bank may be under a liability under a Letter of Credit.






	 	 	Lender means:






	 	(a)	 	an Original Lender; or
	 
	 	(b)	 	any person which becomes a Party in accordance with Subclause 32.2 (Assignments
and transfers by Lenders).






	 	 	Letter of Credit means a letter of credit, substantially in the form of Schedule 9 (Form of
Letter of Credit) or in any other form agreed by the Issuing Bank, the Facility Agent and
the relevant Borrower making a Request for that letter of credit.
	 
	 	 	LIBOR means for an Interest Period of any Loan or overdue amount:






	 	(a)	 	the applicable Screen Rate; or
	 
	 	(b)	 	if no Screen Rate is available for the relevant currency or Interest Period of
that Loan or overdue amount, the arithmetic mean (rounded upward to four decimal
places) of the rates, as supplied to the Facility Agent at its request, quoted by the
Reference Banks to leading banks in the London interbank market,






	 	 	as at 11.00 a.m. (London time) on the Rate Fixing Day for the offering of deposits in the
currency of that Loan or overdue amount for a period comparable to that Interest Period.
	 
	 	 	Loan means the Tranche A Loan, a Tranche B Loan or a Tranche C Loan.
	 
	 	 	London Business Day means a day (other than a Saturday or a Sunday) on which banks are open
for general banking business in London.





TETONS — CREDIT AGREEMENT



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	 	 	Majority Lenders means, at any time, Lenders:






	 	(a)	 	whose share in the outstanding Credits then aggregate
662/3 per cent. or more of the aggregate of all the outstanding
Credits;
	 
	 	(b)	 	if there is no Credit then outstanding, whose undrawn Commitments then
aggregate 662/3 per cent. or more of the Total Commitments; or
	 
	 	(c)	 	if there is no Credit then outstanding and the Total Commitments have been
reduced to zero, whose Commitments aggregated 662/3 per cent. or
more of the Total Commitments immediately before the reduction.






	 	 	Margin means:






	 	(a)	 	for the Tranche A Loan, 2 per cent. per annum;
	 
	 	(b)	 	for a Tranche B Loan, 2.25 per cent. per annum; and
	 
	 	(c)	 	for a Tranche C Loan, 1.25 per cent. per annum.






	 	 	Material Adverse Effect means a material adverse effect on:






	 	(a)	 	the business, operations, property, condition (financial or otherwise) or
prospects of any member of the Group or the Group as a whole;
	 
	 	(b)	 	the ability of any Obligor to perform its obligations under any Finance
Document;
	 
	 	(c)	 	the validity or enforceability of, or the effectiveness or ranking of any
Security Interest granted or purported to be granted pursuant to, any Finance Document;
or
	 
	 	(d)	 	any right or remedy of a Finance Party in respect of a Finance Document.






	 	 	Material Group means the Company and its Material Subsidiaries.
	 
	 	 	Material Group Member means the Company or a Material Subsidiary.
	 
	 	 	Material Subsidiary means, at any time, a Subsidiary of the Company if the gross assets,
pre-tax profits or turnover of that Subsidiary then equal or exceed five per cent. of the
gross assets, pre-tax profits or turnover of the Group.
	 
	 	 	For this purpose:






	 	(a)	 	subject to paragraph (b) below:






	 	(i)	 	the contribution of a Subsidiary of the Company will be
determined from its financial statements which were consolidated into the latest
audited consolidated financial statements of the Company; and
	 
	 	(ii)	 	the financial condition of the Group will be determined from the
latest audited consolidated financial statements of the Company;






	 	(b)	 	if a Subsidiary of the Company becomes a member of the Group after the date on
which the latest audited consolidated financial statements of the Company were
prepared:





TETONS — CREDIT AGREEMENT



8









 












	 	(i)	 	the contribution of the Subsidiary will be determined from its
latest financial statements; and
	 
	 	(ii)	 	the financial condition of the Group will be determined from the
latest audited consolidated financial statements of the Company but adjusted to
take into account any subsequent acquisition or disposal of a business or a
company (including that Subsidiary);






	 	(c)	 	the contribution of a Subsidiary will, if it has Subsidiaries, be determined
from its consolidated financial statements;
	 
	 	(d)	 	if a Material Subsidiary disposes of all or substantially all of its assets to
another member of the Group, it will immediately cease to be a Material Subsidiary and
the other member of the Group (if it is not the Company or already a Material
Subsidiary) will immediately become a Material Subsidiary;
	 
	 	(e)	 	a Subsidiary of the Company (if it is not already a Material Subsidiary) will
become a Material Subsidiary on completion of any other intra-Group transfer or
reorganisation if it would have been a Material Subsidiary had the intra-Group transfer
or reorganisation occurred on the date of the latest audited consolidated financial
statements of the Company; and
	 
	 	(f)	 	except as specifically mentioned in paragraph (d) above, a member of the Group
will remain a Material Subsidiary until the next audited consolidated financial
statements of the Company show otherwise under paragraph (a) above.






	 	 	If there is a dispute as to whether or not a member of the Group is a Material Subsidiary, a
certificate of the auditors of the Company will be, in the absence of manifest error,
conclusive.
	 
	 	 	Maturity Date means, for a Tranche B Loan, a Tranche C Loan and a Letter of Credit, the last
day of its Interest Period.
	 
	 	 	Non-Party Parent Subsidiary means TTM International and any direct or indirect Subsidiary of
the Parent that is not an Obligor or a member of the Group.
	 
	 	 	Obligor means a Borrower or a Guarantor.
	 
	 	 	Onshore PRC Bank Borrowing means any indebtedness for or in respect of:






	 	(a)	 	any moneys borrowed from; or
	 
	 	(b)	 	any transaction which has the commercial effect of a borrowing entered into
with,






	 	 	a bank or financial institution in the PRC.
	 
	 	 	Original Obligor means a Borrower or an Original Guarantor.
	 
	 	 	Parent means TTM Technologies, Inc., a company incorporated under the laws of Delaware.
	 
	 	 	Party means a party to this Agreement.
	 
	 	 	PRC means the People’s Republic of China, but excluding Hong Kong, the Macau Special
Administrative Region and Taiwan for the purposes of the Finance Documents.




TETONS — CREDIT AGREEMENT



9









 












	 	 	Pro Rata Share means:






	 	(a)	 	for the purpose of determining a Lender’s share in a utilisation of a Facility,
the proportion which its Commitment under that Facility bears to all the Commitments
under that Facility; and
	 
	 	(b)	 	for any other purpose on a particular date:






	 	(i)	 	the proportion which a Lender’s share of the Credits (if any)
bears to all the Credits;
	 
	 	(ii)	 	if there is no Credit outstanding on that date, the proportion
which its Commitment bears to the Total Commitments on that date;
	 
	 	(iii)	 	if the Total Commitments have been cancelled, the proportion
which its Commitments bore to the Total Commitments immediately before being
cancelled; or
	 
	 	(iv)	 	when the term is used in relation to a Facility, the above
proportions but applied only to the Credits and Commitments for that Facility.






	 	 	For the purpose of sub-paragraph (iv) above, the Facility Agent will determine, in the case
of a dispute, whether the term in any case relates to a particular Facility.
	 
	 	 	Rate Fixing Day means the second London Business Day before the first day of an Interest
Period for a Loan or such other day as the Facility Agent determines is generally treated as
the rate fixing day by market practice in London interbank market.
	 
	 	 	Receivable any receivables (including tax or duty payable) and any other obligations payable
and/or incurred by an Approved Customer under a Contract.
	 
	 	 	Reference Banks means the principal London offices of DBS Bank Ltd, HSBC Bank Plc and
Standard Chartered Bank and any other bank or financial institution appointed as such by the
Facility Agent under this Agreement after consultation with the Company.
	 
	 	 	Repayment Instalment means each scheduled instalment for repayment of the Tranche A Loan.
	 
	 	 	Repeating Representations means at any time the representations and warranties which are
then made or deemed to be repeated under Subclause 20.19 (Times for making representations
and warranties) or any other Finance Document.
	 
	 	 	Request means a request for a Credit, substantially in the form of Schedule 3 (Form of
Request).
	 
	 	 	Resignation Request means a letter in the form of Schedule 8 (Form of Resignation Request),
with such amendments as the Facility Agent and the Borrowers may agree.
	 
	 	 	Rollover Loan means, unless provided to the contrary in this Agreement, one or more Loans
under the Tranche B Facility or the Tranche C Facility:






	 	(a)	 	to be made on the same day that a maturing Loan under the Tranche B Facility
or, as the case may be, the Tranche C Facility is due to be repaid:
	 
	 	(b)	 	the aggregate amount of which is equal to or less than the maturing Loan or
claim; and





TETONS — CREDIT AGREEMENT



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	 	(c)	 	to be made to the same Borrower for the purpose of refinancing a maturing Loan
under the Tranche B Facility or, as the case may be, the Tranche C Facility.






	 	 	RMB means the lawful currency for the time being of the PRC.
	 
	 	 	Screen Rate means the USD interest rate for the relevant Interest Period displayed on the
Reuters screen page “LIBOR01”. If the relevant page is replaced or the service ceases to be
available, the Facility Agent (after consultation with the Borrowers and the Lenders) may
specify another page or service displaying the appropriate rate.
	 
	 	 	Security Agreement means:






	 	(a)	 	the Composite Security Agreement; or
	 
	 	(b)	 	each Additional Guarantor Security Agreement (if any).






	 	 	Security Document means:






	 	(a)	 	each Security Agreement;
	 
	 	(b)	 	each Share Mortgage;
	 
	 	(c)	 	each Security Over Receivables; or
	 
	 	(d)	 	any other document evidencing or creating security over any asset (present or
future) of an Obligor to secure any obligation of any Obligor to a Finance Party under
the Finance Documents.






	 	 	Security Interest means any mortgage, pledge, lien, charge, assignment, hypothecation or
security interest or any other agreement or arrangement having a similar effect.
	 
	 	 	Security Over Receivables means:






	 	(a)	 	the assignment by way of security by Oriental Printed Circuits Limited in
favour of the Factoring Agent of all of its right, title and interest in and to the
With Recourse Receivable Contracts, incorporating a charge over the Charged Accounts in
form and substance satisfactory to the Factoring Agent; or
	 
	 	(b)	 	each Additional Security Over Receivables (if any).






	 	 	Security Provider means each party to a Security Document (other than a Finance Party).
	 
	 	 	Share Mortgage means:






	 	(a)	 	the Composite Share Mortgage; or
	 
	 	(b)	 	each Additional Guarantor Share Mortgage (if any).






	 	 	SPA means the Stock Purchase Agreement between, among others, MTG Investment (BVI) Limited
as the vendor and the Company as the purchaser for the sale and purchase of the entire
issued share capital of each Target Company.





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	 	 	Subsidiary means, in relation to any person, an entity:






	 	(a)	 	which is controlled, directly or indirectly, by that person; or
	 
	 	(b)	 	more than half the issued share capital of which is beneficially owned,
directly or indirectly by that person; or
	 
	 	(c)	 	which is a Subsidiary of another Subsidiary of that person,






	 	 	and for this purpose, an entity shall be treated as being controlled by another if that
other entity or person is able to direct its affairs, management or policies and/or to
control the composition of its board of directors or equivalent body, whether through the
ownership of voting capital, by contract or otherwise.
	 
	 	 	Tang Family means Mr. Tang Hsiang Chien, his estate and his children and the companies
directly or indirectly owned or controlled by him, his estate or his children.
	 
	 	 	TARGET means Trans-European Automated Real-time Gross Settlement Express Transfer payment
system.
	 
	 	 	Target Company means each of MTG Management (BVI) Limited, MTG PCB (BVI) Limited, MTG (PCB)
No.2 (BVI) Limited and MTG Flex (BVI) Limited.
	 
	 	 	TARGET Day means any day on which TARGET is open for settlement of payments in euro.
	 
	 	 	Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature
(including any related penalty or interest in connection with any failure to pay or any
delay in paying any of the same).
	 
	 	 	Tax Deduction means a deduction or withholding for or on account of Tax from a payment under
a Finance Document.
	 
	 	 	Tax Payment means a payment made by an Obligor to a Finance Party in any way relating to a
Tax Deduction or under any indemnity given by that Obligor in respect of Tax under any
Finance Document.
	 
	 	 	Total Commitments means the aggregate of the Commitments of all the Lenders.
	 
	 	 	Total Tranche A Commitments means the aggregate of the Tranche A Commitments of all the
Lenders, being the total amount specified as such in Schedule 1 (Original Parties) at the
date of this Agreement.
	 
	 	 	Total Tranche B Commitments means the aggregate of the Tranche B Commitments of all the
Lenders, being the total amount specified as such in Schedule 1 (Original Parties) at the
date of this Agreement.
	 
	 	 	Total Tranche C Commitments means the aggregate of the Tranche C Commitments of all the
Lenders, being the total amount specified as such in Schedule 1 (Original Parties) at the
date of this Agreement.





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	 	 	Total Tranche D Commitments means the aggregate of the Tranche D Commitments of all the
Lenders, being the total amount specified as such in Schedule 1 (Original Parties) at the
date of this Agreement.
	 
	 	 	Tranche A Commitment means:






	 	(a)	 	for an Original Lender, the amount set opposite its name in Schedule 1
(Original Parties) under the heading Tranche A Commitments and the amount of any other
Tranche A Commitment it acquires; and
	 
	 	(b)	 	for any other Lender, the amount of any other Tranche A Commitment it acquires,






	 	 	to the extent not cancelled, transferred or reduced under this Agreement.
	 
	 	 	Tranche A Facility means the term loan facility in an aggregate principal amount of
US$350,000,000 referred to in Subclause 2.1 (Tranche A Facility).
	 
	 	 	Tranche A Loan means a Loan under the Tranche A Facility and identified as such in its
Request.
	 
	 	 	Tranche B Commitment means:






	 	(a)	 	for an Original Lender, the amount set opposite its name in Schedule 1
(Original Parties) under the heading Tranche B Commitments and the amount of any other
Tranche B Commitment it acquires; and
	 
	 	(b)	 	for any other Lender, the amount of any other Tranche B Commitment it acquires,






	 	 	to the extent not cancelled, transferred or reduced under this Agreement.
	 
	 	 	Tranche B Facility means the revolving credit facility in an aggregate principal amount of
US$87,500,000 referred to in Subclause 2.2 (Tranche B Facility).
	 
	 	 	Tranche B Loan means a Loan under the Tranche B Facility and identified as such in its
Request.
	 
	 	 	Tranche C Commitment means:






	 	(a)	 	for an Original Lender, the amount set opposite its name in Schedule 1
(Original Parties) under the heading Tranche C Commitments and the amount of any other
Tranche C Commitment it acquires; and
	 
	 	(b)	 	for any other Lender, the amount of any other Tranche C Commitment it acquires,






	 	 	to the extent not cancelled, transferred or reduced under this Agreement.
	 
	 	 	Tranche C Facility means the revolving credit facility in an aggregate principal amount of
US$65,000,000 referred to in Subclause 2.3 (Tranche C Facility).
	 
	 	 	Tranche C Lender means a Lender under the Tranche C Facility.
	 
	 	 	Tranche C Loan means a Loan under the Tranche C Facility and identified as such in its
Request.
	 
	 	 	Tranche C Majority Lenders means, at any time, Tranche C Lenders:




TETONS — CREDIT AGREEMENT



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	 	(a)	 	whose share in the outstanding Tranche C Loans then aggregate
662/3 per cent. or more of the aggregate of all the outstanding
Tranche C Loans;
	 
	 	(b)	 	if there is no Tranche C Loan then outstanding, whose undrawn Tranche C
Commitments then aggregate 662/3 per cent. or more of the Total
Tranche C Commitments; or
	 
	 	(c)	 	if there is no Tranche C Loan then outstanding and the Total Tranche C
Commitments have been reduced to zero, whose Tranche C Commitments aggregated
662/3 per cent. or more of the Total Tranche C Commitments
immediately before the reduction.






	 	 	Tranche C Maximum Utilisation Amount means 90 per cent. of the aggregate of:






	 	(a)	 	the outstanding amounts under the Eligible Receivables;
	 
	 	(b)	 	the amount standing to the credit of each Charged Account; and
	 
	 	(c)	 	the amount of Credit Cover Proceeds held by the Factoring Agent on behalf of
the Tranche C Lenders,






	 	 	as set out in the latest Certificate of Receivables furnished by the Factoring Agent.
	 
	 	 	Tranche D Commitment means:






	 	(a)	 	for an Original Lender, the amount set opposite its name in Schedule 1
(Original Parties) under the heading Tranche D Commitments and the amount of any other
Tranche D Commitment it acquires; and
	 
	 	(b)	 	for any other Lender, the amount of any other Tranche D Commitment it acquires,






	 	 	to the extent not cancelled, transferred or reduced under this Agreement.
	 
	 	 	Tranche D Facility means the letters of credit facility in an aggregate principal amount of
US$80,000,000 referred to in Subclause 2.4 (Tranche D Facility).
	 
	 	 	Tranche D Lender means a Lender under the Tranche D Facility.
	 
	 	 	Tranche D Majority Lenders means, at any time, Tranche D Lenders:






	 	(a)	 	whose share in the outstanding Letters of Credit then aggregate
662/3 per cent. or more of the aggregate of all the outstanding
Letters of Credit;
	 
	 	(b)	 	if there is no Letter of Credit then outstanding, whose undrawn Tranche D
Commitments then aggregate 662/3 per cent. or more of the Total
Tranche D Commitments; or






	 	 	if there is no Letter of Credit then outstanding and the Total Tranche D Commitments have
been reduced to zero, whose Tranche D Commitments aggregated 662/3 per
cent. or more of the Total Tranche D Commitments immediately before the reduction.
	 
	 	 	Transfer Certificate means:






	 	(a)	 	for a transfer by assignment, assumption and release, a certificate
substantially in the form of Part 1 of Schedule 4 (Forms of Transfer Certificate), and





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	 	(b)	 	for a transfer by novation, a certificate substantially in the form of Part 2
of Schedule 4 (Forms of Transfer Certificate);






	 	 	in each case with such amendments as the Facility Agent may approve or reasonably require.
	 
	 	 	TTM International means TTM Technologies International, Inc., a company incorporated under
the laws of Delaware.
	 
	 	 	US Dollars or US$ means the lawful currency for the time being of the United States of
America.
	 
	 	 	Utilisation Date means each date on which a Facility is utilised.
	 
	 	 	With Recourse Receivable means an Eligible Receivable designated as such by the Factoring
Agent and which will be secured in favour of the Factoring Agent on behalf of the Tranche C
Lenders under the Security Over Receivables.
	 
	 	 	With Recourse Receivable Contract means a Contract in connection with a With Recourse
Receivable.
	 
	 	 	Without Recourse Receivable means an Eligible Receivable designated as such by the Factoring
Agent which will be assigned by the relevant Borrower to the Factoring Agent on behalf of
the Tranche C Lenders under the Assignment Document, provided that there shall be no
prohibition or restrictions on assignment in any Contract in respect of such Eligible
Receivable.
	 
	 	 	Without Recourse Receivable Contract means a Contract in connection with a Without Recourse
Receivable.
	 
	1.2	 	Construction
	 
	(a)	 	In this Agreement, unless the contrary intention appears, a reference to:






	 	(i)	 	an amendment includes a supplement, novation, extension (whether of maturity or
otherwise), restatement, re-enactment or replacement (however fundamental and whether
or not more onerous) and amended will be construed accordingly;
	 
	 	(ii)	 	assets includes properties, revenues and rights of every description;
	 
	 	(iii)	 	an authorisation includes an authorisation, consent, approval, resolution,
permit, licence, exemption, filing, registration or notarisation;
	 
	 	(iv)	 	disposal means a sale, transfer, assignment, grant, lease, licence, declaration
of trust or other disposal, whether voluntary or involuntary, and dispose will be
construed accordingly;
	 
	 	(v)	 	indebtedness includes any obligation (whether incurred as principal or as
surety and whether present or future, actual or contingent) for the payment or
repayment of money;
	 
	 	(vi)	 	customer due diligence requirements are to the identification checks that a
Finance Party requests in order to meet its obligations under any applicable law or
regulation to identify a person who is (or is to become) its customer;
	 
	 	(vii)	 	a person includes any individual, company, corporation, unincorporated
association or body (including a partnership, trust, fund, joint venture or
consortium), government, state, agency, organisation or other entity whether or not
having separate legal personality;





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	 	(viii)	 	a regulation includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law but, if not having the force of law, being of a
type with which any person to which it applies is accustomed to comply) of any
governmental, inter-governmental or supranational body, agency, department or
regulatory, self-regulatory or other authority or organisation;
	 
	 	(ix)	 	a currency is a reference to the lawful currency for the time being of the
relevant country;
	 
	 	(x)	 	a Default being outstanding means that it has not been remedied or waived;
	 
	 	(xi)	 	a provision of law is a reference to that provision as extended, applied,
amended or re-enacted and includes any subordinate legislation;
	 
	 	(xii)	 	a Clause, a Subclause or a Schedule is a reference to a clause or subclause
of, or a schedule to, this Agreement;
	 
	 	(xiii)	 	a Party or any other person includes its successors in title, permitted assigns and
permitted transferees;
	 
	 	(xiv)	 	a Finance Document or other document or security includes (without prejudice
to any prohibition on amendments) any amendment to that Finance Document or other
document or security, including any change in the purpose of, any extension for or any
increase in the amount of a facility or any additional facility; and
	 
	 	(xv)	 	a time of day is a reference to Hong Kong time.






	(b)	 	Unless the contrary intention appears, a reference to a month or months is a reference to a
period starting on one day in a calendar month and ending on the numerically corresponding day
in the next calendar month or the calendar month in which it is to end, except that:






	 	(i)	 	if the numerically corresponding day is not a Business Day, the period will end
on the next Business Day in that month (if there is one) or the preceding Business Day
(if there is not);
	 
	 	(ii)	 	if there is no numerically corresponding day in that month, that period will
end on the last Business Day in that month; and
	 
	 	(iii)	 	notwithstanding subparagraph (i) above, a period which commences on the last
Business Day of a month will end on the last Business Day in the next month or the
calendar month in which it is to end, as appropriate.






	(c)	 	Unless the contrary intention appears:






	 	(i)	 	a reference to a Party will not include that Party if it has ceased to be a
Party under this Agreement;
	 
	 	(ii)	 	a word or expression used in any other Finance Document or in any notice given
in connection with any Finance Document has the same meaning in that Finance Document
or notice as in this Agreement; and
	 
	 	(iii)	 	any obligation of an Obligor under the Finance Documents which is not a
payment obligation remains in force for so long as any payment obligation of an Obligor
is, may be or is capable of becoming outstanding under the Finance Documents.





TETONS — CREDIT AGREEMENT



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	(d)	 	The headings in this Agreement do not affect its interpretation.
	 
	2.	 	FACILITIES
	 
	2.1	 	Tranche A Facility
	 
	 	 	Subject to the terms of this Agreement, the Lenders make available to the Borrowers a term
loan facility in an aggregate amount equal to the Total Tranche A Commitments.
	 
	2.2	 	Tranche B Facility
	 
	 	 	Subject to the terms of this Agreement, the Lenders make available to the Borrowers a
revolving credit facility in an aggregate amount equal to the Total Tranche B Commitments.
	 
	2.3	 	Tranche C Facility
	 
	 	 	Subject to the terms of this Agreement, the Lenders make available to the Borrowers a
revolving credit facility in an aggregate amount equal to the Total Tranche C Commitments.
	 
	2.4	 	Tranche D Facility
	 
	 	 	Subject to the terms of this Agreement, the Lenders make available to the Borrowers a
letters of credit facility in an aggregate amount equal to the Total Tranche D Commitments.
	 
	2.5	 	Nature of a Finance Party’s rights and obligations
	 
	 	 	Unless all the Finance Parties agree otherwise:






	 	(a)	 	the obligations of a Finance Party under the Finance Documents are several;
	 
	 	(b)	 	failure by a Finance Party to perform its obligations does not affect the
obligations of any other person under the Finance Documents;
	 
	 	(c)	 	no Finance Party is responsible for the obligations of any other Finance Party
under the Finance Documents;
	 
	 	(d)	 	the rights of a Finance Party under the Finance Documents are separate and
independent rights;
	 
	 	(e)	 	a Finance Party may, except as otherwise stated in the Finance Documents,
separately enforce those rights; and
	 
	 	(f)	 	a debt arising under the Finance Documents to a Finance Party is a separate and
independent debt.






	3.	 	PURPOSE
	 
	3.1	 	Tranche A Loan
	 
	 	 	The Tranche A Loan may only be used for the purpose of refinancing the Existing Facilities.





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	 	3.2	 	Tranche B Loans
	 
	 	 	 	Each Tranche B Loan may only be used to finance the Group’s working capital for the purposes
of its normal trading and/or refinancing the Existing Facilities.
	 
	 	3.3	 	Tranche C Loans
	 
	 	 	 	Each Tranche C Loan may only be used to finance the Group’s working capital for the purposes
of its normal trading
	 
	 	3.4	 	Tranche D Facility — Letters of Credit
	 
	 	 	 	Each Letter of Credit may only be issued:






	 	(a)	 	to satisfy the Group’s import letters of credit issuance requirements for the
purchase of machinery and raw material; or
	 
	 	(b)	 	in favour of banks with letters of credit already issued on behalf of a member
of the Group and which are outstanding as at the date of the first Request for a Loan
(an issued letter of credit), provided that:






	 	(i)	 	the Interest Period for a Letter of Credit issued for such
purpose shall not exceed 540 days from the maturity of the corresponding issued
letter of credit; and
	 
	 	(ii)	 	the amount of a Letter of Credit issued for such purpose shall be
equal to the amount outstanding under the corresponding issued letter of credit.






	3.5	 	No obligation to monitor
	 
	 	 	No Finance Party is bound to monitor or verify the utilisation of a Facility.
	 
	4.	 	CONDITIONS PRECEDENT
	 
	4.1	 	Conditions precedent documents
	 
	(a)	 	A Borrower may not deliver a Request until the Facility Agent has received (or waived receipt
of) all of the documents and evidence appearing to comply with Part 1 of Schedule 2
(Conditions precedent documents).
	 
	(b)	 	In addition to those documents and evidence referred to in paragraph (a) above, a Borrower
may not deliver a Request for a Tranche C Loan until the Facility Agent has received (or
waived receipt of) all of the documents and evidence appearing to comply with Part 3 of
Schedule 2 (Conditions precedent documents).
	 
	(c)	 	The Facility Agent must give this notification to the Borrowers, the Factoring Agent, the
Issuing Bank and the Lenders promptly upon being so satisfied.
	 
	4.2	 	Further conditions precedent
	 
	 	 	The obligations of each Lender to participate in any Loan are subject to the further
conditions precedent that on both the date of the Request and the Utilisation Date for that
Loan:






	 	(a)	 	the Repeating Representations are correct in all material respects; and





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	 	(b)	 	no Default or, in the case of a Rollover Loan, no Event of Default is
outstanding or would result from the Loan.






	4.3	 	Maximum number
	 
	 	 	Unless the Facility Agent agrees, a Request may not be given if, as a result, there would be
more than 15 Loans outstanding.
	 
	5.	 	UTILISATION — LOANS
	 
	5.1	 	Giving of Requests
	 
	(a)	 	A Borrower may borrow a Loan by giving to the Facility Agent a duly completed Request.
	 
	(b)	 	Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent
of a duly completed Request is 11.00 a.m. three Business Days before the Rate Fixing Day for
the proposed borrowing.
	 
	(c)	 	Each Request is irrevocable.
	 
	5.2	 	Completion of Requests
	 
	 	 	A Request for a Loan will not be regarded as having been duly completed unless:






	 	(a)	 	it identifies the Borrower;
	 
	 	(b)	 	it identifies the Facility under which the Loan is to be made;
	 
	 	(c)	 	the Utilisation Date is a Business Day falling within the Availability Period
for the Facility under which the Loan is to be made;
	 
	 	(d)	 	in respect of the Request for the Tranche A Loan, the amount of the Loan
requested is the amount of the Total Tranche A Commitments;
	 
	 	(e)	 	in respect of a Request for a Tranche B Loan, the amount of the Loan requested
is:






	 	(i)	 	a minimum of US$5,000,000 and an integral multiple of
US$1,000,000;
	 
	 	(ii)	 	the maximum undrawn amount available under the Tranche B Facility
on the proposed Utilisation Date; or
	 
	 	(iii)	 	such other amount as the Facility Agent may agree; and






	 	(f)	 	in respect of a Request for a Tranche C Loan:






	 	(i)	 	the amount of the Loan requested is a minimum of US$2,000,000 or
the maximum undrawn amount available under the Tranche C Facility on the
proposed Utilisation Date; and
	 
	 	(ii)	 	the amount of the Loan requested (together with the aggregate
outstanding amounts under all outstanding Tranche C Loans) does not exceed the
Tranche C Maximum Utilisation Amount; and





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	 	(g)	 	the proposed Interest Period complies with this Agreement.






	 	 	Only one Loan may be requested in a Request.
	 
	5.3	 	Single Tranche A Loan
	 
	 	 	The Borrowers may borrow only one Tranche A Loan.
	 
	5.4	 	Advance of Loan
	 
	(a)	 	The Facility Agent must promptly notify each Lender of the details of the requested Loan and
the amount of its share in that Loan.
	 
	(b)	 	The amount of each Lender’s share of the requested Loan will be its Pro Rata Share on the
proposed Utilisation Date.
	 
	(c)	 	No Lender is obliged to participate in a Loan if, as a result:






	 	(i)	 	its share in the Credits under a Facility would exceed its Commitment for that
Facility; or
	 
	 	(ii)	 	the Credits under a Facility would exceed the Total Commitments under that
Facility.






	(d)	 	If the conditions set out in this Agreement have been met, each Lender must make its share in
the requested Loan available to the Facility Agent for the relevant Borrower through its
Facility Office on the Utilisation Date.
	 
	6.	 	UTILISATION — LETTERS OF CREDIT
	 
	6.1	 	Giving of Requests
	 
	(a)	 	A Borrower may request a Letter of Credit to be issued by giving to the Issuing Bank (with a
copy to the Facility Agent) a duly completed Request and all relevant supporting documents
(including any relevant application forms).
	 
	(b)	 	Unless the Issuing Bank and the Facility Agent otherwise agrees, the latest time for receipt
by the Facility Agent of a duly completed Request is 11.00 a.m. two Business Days before the
proposed Utilisation Date.
	 
	(c)	 	The Facility Agent must, by close of business in Hong Kong on the day on which a Request for
a Letter of Credit is received by it, notify the Issuing Bank in writing of the maximum
undrawn amount available under the Tranche D Facility.
	 
	(d)	 	Each Request is irrevocable.
	 
	6.2	 	Completion of Requests
	 
	 	 	A Request for a Letter of Credit will not be regarded as being duly completed unless:






	 	(a)	 	it identifies the Borrower;
	 
	 	(b)	 	it specifies that it is for Letters of Credit;
	 
	 	(c)	 	the Utilisation Date is a Business Day falling within the Availability Period;




TETONS — CREDIT AGREEMENT



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	 	(d)	 	the amount of the Letter of Credit requested is:






	 	(i)	 	the maximum undrawn amount available under the Tranche D Facility
on the proposed Utilisation Date; or
	 
	 	(ii)	 	such other amount as the Issuing Bank may agree;






	 	(e)	 	in the case of a Letter of Credit which is a standby letter of credit:






	 	(i)	 	the form of Letter of Credit (in substantially the form of
Schedule 9);
	 
	 	(ii)	 	all relevant supporting documents are attached; and
	 
	 	(iii)	 	the proposed Letter of Credit is to be issued in favour of banks
with letters of credit already issued as at the date of the first Request for a
Loan;






	 	(f)	 	in the case of a Letter of Credit which is not a standby letter of credit, the
relevant application form (in substantially the form of applications generally accepted
by the Issuing Bank for general letter of credit business from time to time) and all
relevant supporting documents are attached;
	 
	 	(g)	 	the expiry date (including the last day of the usance period) of the Letter of
Credit falls on or before the Final Maturity Date;
	 
	 	(h)	 	the expiry date of the Letter of Credit does not exceed:






	 	(i)	 	in respect of Letters of Credit requested for the purpose of
equipment purchases, 540 days from the Utilisation Date; and
	 
	 	(ii)	 	in respect of Letters of Credit requested for the purpose of any
other general purpose, 150 days from the Utilisation Date; and






	 	(i)	 	the delivery instructions for the Letter of Credit are specified.






	 	 	Only one Letter of Credit may be requested in a Request, and only three Requests for Letters
of Credit may be delivered on any day.
	 
	6.3	 	Issue of Letter of Credit
	 
	(a)	 	The Issuing Bank must promptly notify the Facility Agent of the details of the requested
Letter of Credit.
	 
	(b)	 	The Facility Agent must promptly upon receipt of the notification under paragraph (a) above
notify each Lender of the details of the requested Letter of Credit and the amount of its
share of that Letter of Credit.
	 
	(c)	 	The amount of each Lender’s share in a Letter of Credit will be its Pro Rata Share on the
proposed Utilisation Date.
	 
	(d)	 	If the conditions set out in Clause 4.1 (Conditions precedent documents) and this Clause 6
(Utilisation — Letters of Credit) have been met, the Issuing Bank must issue the Letter of
Credit on the Utilisation Date.




TETONS — CREDIT AGREEMENT



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	(e)	 	The Issuing Bank must promptly provide to the Facility Agent a copy of any Letter of Credit
issued under this Clause.
	 
	6.4	 	Conditions precedent
	 
	(a)	 	The Issuing Bank is not obliged to issue any Letter of Credit if as a result:






	 	(i)	 	a Lender’s share in the Letters of Credit would exceed its Commitment for the
Tranche D Facility; or
	 
	 	(ii)	 	the Letters of Credit would exceed the Total Tranche D Commitments.






	(b)	 	The Issuing Bank is not obliged to issue any Letter of Credit if either on the date of the
Request or the Utilisation Date:






	 	(i)	 	the Repeating Representations are not correct in all material respects; and/or
	 
	 	(ii)	 	a Default is outstanding or would result from the issue of that Letter of
Credit.






	(c)	 	The Issuing Bank has no duty to enquire of any person whether or not any of the conditions
precedent set out in paragraph (a) above have been met. The Issuing Bank may assume that
those conditions have been met unless it is expressly notified to the contrary by the Facility
Agent in accordance with Clause 38 (Notices) by 12.00pm on the proposed Utilisation Date. The
Issuing Bank will have no liability to any person for issuing a Letter of Credit based on any
such assumption.
	 
	7.	 	TRANCHE C LOANS
	 
	7.1	 	Receivables
	 
	 	 	The Factoring Agent may:






	 	(a)	 	designate a Receivable as an Eligible Receivable or, by notice to the relevant
Borrower, re-designate an Eligible Receivable such that it is not an Eligible
Receivable;
	 
	 	(b)	 	arrange for Credit Cover in respect of any Eligible Receivable up to any
relevant Credit Cover Limit; and
	 
	 	(c)	 	designate, or by notice to the relevant Borrower re-designate, an Eligible
Receivable as either a With Recourse Receivable or a Without Recourse Receivable.






	7.2	 	With Recourse Receivables
	 
	 	 	Each With Recourse Receivable will be assigned by way of security to the Factoring Agent
(acting on behalf of the Tranche C Lenders) under a Security Over Receivables entered into
by the relevant Borrower and the Factoring Agent on behalf of the Tranche C Lenders.
	 
	7.3	 	Without Recourse Receivables
	 
	(a)	 	Each Without Recourse Receivable will be assigned to the Factoring Agent (acting on behalf of
the Tranche C Lenders) under an Assignment Document entered into by the relevant Borrower and
the Factoring Agent on behalf of the Tranche C Lenders.





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	(b)	 	Each Borrower represents and warrants to each Finance Party that there is no prohibition
on assignment (or any other similar restriction) under any Contract in respect of any Without
Recourse Receivable.
	 
	(c)	 	The Factoring Agent shall not re-assign any Without Recourse Receivable to a Borrower and
shall not require a Borrower to repurchase any Without Recourse Receivable unless there is
Dispute in respect of such Receivable, in which case the Factoring Agent may re-assign the
Without Recourse Receivable to the relevant Borrower and that Borrower shall repurchase such
Receivable.
	 
	(d)	 	The Factoring Agent may at any time by providing a Customer Notice to the relevant Customer,
with three Business Days prior notice to the relevant Borrower, disclose to that Customer the
assignment of any Without Recourse Receivable by the relevant Borrower to the Factoring Agent.






	7.4	 	Credit Cover
	 
	 	 	The Factoring Agent will hold on trust for the Tranche C Lenders any proceeds received by it
from a provider of Credit Cover in respect of an Eligible Receivable (the Credit Cover
Proceeds).






	7.5	 	Payments into Charged Accounts
	 
	(a)	 	Each Borrower shall procure that the proceeds of all Eligible Receivables are paid by the
relevant Customer directly into the Charged Account or, after a Customer Notice has been
delivered pursuant to Clause 7.3(d), directly to an account of the Factoring Agent designated
by the Factoring Agent.
	 
	(b)	 	If proceeds of any Eligible Receivable are paid by the relevant Customer directly to a
Borrower, the relevant Borrower must transfer such proceeds into the Charged Account or, after
a Customer Notice has been delivered pursuant to Clause 7.3(d), directly to an account of the
Factoring Agent designated by the Factoring Agent.
	 
	(c)	 	The Factoring Agent shall hold all proceeds of Eligible Receivables received by it pursuant
to this Subclause on trust for the Tranche C Lenders.
	 
	7.6	 	Withdrawals from Charged Accounts and application of Credit Cover Proceeds
	 
	(a)	 	Amounts standing to the credit of a Charged Account may only be withdrawn, and (A) the Credit
Cover Proceeds and (B) any proceeds of Eligible Receivables received by the Factoring Agent
may only be applied, in accordance with this Subclause.
	 
	(b)	 	The relevant Borrower may, on a Maturity Date of a Tranche C Loan and with the prior written
consent of the Factoring Agent (such consent not to be unreasonably withheld), withdraw
amounts standing to the credit of a Charged Account, provided that no withdrawals will be
allowed if the aggregate amount outstanding under all Tranche C Loans will, as a result of
such withdrawal, exceed the Tranche C Maximum Utilisation Amount.
	 
	(c)	 	The Factoring Agent may, at its discretion:






	 	(i)	 	withdraw amounts standing to the credit of a Charged Account and apply such
amounts towards repayment of the Tranche C Loans;
	 
	 	(ii)	 	apply the Credit Cover Proceeds towards repayment of the Tranche C Loans; and
	 
	 	(iii)	 	apply the proceeds of Eligible Receivables received by it towards repayment of
the Tranche C Loans.










TETONS — CREDIT AGREEMENT



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	7.7	 	Information on Receivables
	 
	 	 	Each Borrower shall supply to the Factoring Agent, not less than once per month, a statement
setting out all sales made by that Borrower to Approved Customers. Such statements shall
identify each Receivable, its face amount and due date and shall contain all invoices, debit
notes and credit notes billed to each Approved Customer in the relevant period of such
statement and such other information as the Factoring Agent may reasonably request. Such
statement must be supplied to the Factoring Agent within 15 days from the date of the
statement.
	 
	7.8	 	Record of Receivables
	 
	 	 	Each Borrower must at all times maintain proper and up-to-date files and records of all
purchase orders, relevant proof of delivery and similar documents for each transaction under
a Contract. Each Borrower must, promptly upon request by the Factoring Agent, provide to
the Factoring Agent such documents as the Factoring Agent may reasonably require.
	 
	7.9	 	Notification of payment under Receivables
	 
	 	 	Each Borrower must notify the Factoring Agent in writing promptly after payment under a
Receivable is received from a Customer. Such notice shall identify the Receivable, its face
amount and due date and the amount paid in respect of that Receivable and shall contain such
other information as the Factoring Agent may reasonably request.
	 
	7.10	 	Default under Receivables
	 
	 	 	Each Borrower shall, as soon as it becomes aware of any default by a Customer in the payment
of any Receivable (and that default is not remedied within 60 days of the relevant due date
or as otherwise stipulated in the relevant Customer Limit Advice) or any right of set-off,
counterclaim or deduction purported to be exercised, made or asserted by the relevant
Customer in respect of any Receivable, notify the Factoring Agent accordingly and supply to
the Factoring Agent particulars of the default or the purported right of set-off,
counterclaim or deduction, in each case identifying each Receivable in question, its face
amount and due date and the amount in default or purported to be set-off, counterclaimed or
deducted by the relevant Customer.
	 
	7.11	 	Certificate of Receivables
	 
	 	 	The Factoring Agent shall, on the last day of each week or, if such day is not a Business
Day, on the immediately following Business Day, issue a Certificate of Receivables to the
Issuing Bank and the Facility Agent reporting (a) the outstanding amounts under the Eligible
Receivables as at the close of business on the immediately preceding Business Day; (b) the
Tranche C Maximum Utilisation Amount; and (c) those Eligible Receivables that are Without
Recourse Receivables.
	 
	7.12	 	Site audit
	 
	(a)	 	For so long as the Tranche C Facility is available to the Borrowers or amounts remain
outstanding in connection with the Tranche C Facility:






	 	(i)	 	the Factoring Agent shall conduct quarterly audits to inspect and audit each
relevant Borrower’s files, records and other documents in respect of or in connection
with the Receivables;





TETONS — CREDIT AGREEMENT



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	 	(ii)	 	the Factoring Agent may at any time, upon identifying any irregularity, conduct
an audit to inspect and audit each relevant Borrower’s files, records and other
documents in respect of or in connection with the Receivables;
	 
	 	(iii)	 	each Borrower shall permit the Factoring Agent or its nominee to enter the
premises of the Borrower at any time during office hours upon prior appointment to
inspect and audit, and take copies of, any files, records or other documents in respect
of or in connection with the Receivables; and
	 
	 	(iv)	 	if any files, records or other documents in respect of or in connection with
the Receivables are not available during an audit by the Factoring Agent, the relevant
Borrower must provide such files, records or other documents to the Factoring Agent
within three days after the date of the audit.






	(b)	 	The Factoring Agent or its nominee shall provide to the Facility Agent a report setting out
the findings pursuant to the site audit within 30 days of the date of such site audit.
	 
	(c)	 	The Borrowers shall bear all cost (including the site audit fee referred to in paragraph (d)
below) incurred by the Factoring Agent in relation to such site audit.
	 
	(d)	 	The Borrowers must pay to the Factoring Agent a site audit fee of HK$20,000 per site audit
conducted by the Factoring Agent under this Subclause.
	 
	7.13	 	Tranche C Facility fees
	 
	(a)	 	The Borrowers must pay to the Factoring Agent for its own account:






	 	(i)	 	factoring commission in an amount equal to 0.1 per cent. of each Eligible
Receivable; and
	 
	 	(ii)	 	credit insurance cost equal to 0.3 per cent. (or the then prevailing insurance
cost as notified by the Factoring Agent to the Borrowers from time to time) of each
Credit Protected Receivable.






	(b)	 	Accrued factoring commission and credit insurance cost are payable monthly in arrear.
	 
	(c)	 	No refund of any amounts paid under paragraph (a) above will be made in any circumstances.
	 
	8.	 	TRANCHE D — LETTERS OF CREDIT
	 
	8.1	 	General
	 
	(a)	 	A Letter of Credit is repaid or prepaid to the extent that:






	 	(i)	 	a Borrower provides cash cover for that Letter of Credit;
	 
	 	(ii)	 	the maximum amount payable under the Letter of Credit is reduced or cancelled
in accordance with its terms; or
	 
	 	(iii)	 	the Issuing Bank is satisfied that it has no further liability under that
Letter of Credit.






	 	 	The amount by which a Letter of Credit is repaid or prepaid under sub-paragraphs (i) and
(ii) above is the amount of the relevant cash cover, reduction or cancellation.




TETONS — CREDIT AGREEMENT



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	(b)	 	If a Letter of Credit or any amount outstanding under a Letter of Credit becomes immediately
payable under this Agreement, the Borrower that requested the issue of that Letter of Credit
must repay or prepay that amount immediately.
	 
	(c)	 	Cash cover is provided for a Letter of Credit if a Borrower pays an amount in the currency of
the Letter of Credit to an interest-bearing account with a Finance Party in Hong Kong in the
name of the Borrower and the following conditions are met:






	 	(i)	 	the account is with the Facility Agent or the Issuing Bank (if, subject as
provided below, the cash cover is to be provided for all the Lenders) or with a Lender
(if the cash cover is to be provided for that Lender);
	 
	 	(ii)	 	until no amount is or may be outstanding under that Letter of Credit,
withdrawals from the account may only be made to pay the Finance Party for which the
cash cover is provided under this Clause; and
	 
	 	(iii)	 	the Borrower has entered into and delivered a security document over that
account, in form and substance satisfactory to the Facility Agent (acting on the
instructions of the Majority Lenders if the cash cover is to be provided for all the
Lenders) or the Finance Party for which the cash cover is provided, creating a first
ranking security interest over that account.






	 	 	Where cash cover is to be provided to all the Lenders, a Lender may require its portion of
the cash cover to be paid into its account instead of an account with the Facility Agent or
the Issuing Bank. References to cash cover exclude any interest accrued on that cash cover.






	(d)	 	The outstanding or principal amount of a Letter of Credit at any time is the maximum amount
(actual or contingent) that is or may be payable by the relevant Borrower in respect of that
Letter of Credit at that time.
	 
	(e)	 	The amount of cash cover will be ignored in calculating the undrawn Commitment of each
Lender.
	 
	(f)	 	A reference to a claim being made under a Letter of Credit or a claim being paid by the
Issuing Bank includes a reference to any amount due (actually or contingently) from the
Issuing Bank under that Letter of Credit in any account taken for the purposes of any
mandatory set-off under any applicable law or regulation in the insolvency proceedings of the
beneficiary of that Letter of Credit or any other person.
	 
	8.2	 	Illegality
	 
	(a)	 	The Issuing Bank must notify the Company promptly if it becomes aware that it is unlawful in
any jurisdiction for the Issuing Bank to perform any of its obligations under a Finance
Document or to have outstanding any Letter of Credit.
	 
	(b)	 	After notification under paragraph (a) above:






	 	(i)	 	the Company must use its best endeavours to ensure the release of the liability
of the Issuing Bank under each outstanding Letter of Credit;
	 
	 	(ii)	 	failing this, each Borrower must repay or prepay the share of each Lender in
each Letter of Credit requested by it on the date specified in paragraph (c) below; and
	 
	 	(iii)	 	no further Letters of Credit will be issued.




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	(c)	 	The date for repayment or prepayment of a Lender’s share in a Letter of Credit will be the
date specified by the Issuing Bank in the notification under paragraph (a) above and which
must not be earlier than the last day of any applicable grace period allowed by law.
	 
	8.3	 	Fees in respect of Letters of Credit
	 
	(a)	 	Each Borrower must pay direct to the Issuing Bank a fronting fee computed at the rate of
0.0625 per cent. in respect of each issued Letter of Credit.
	 
	(b)	 	Each Borrower must pay to the Facility Agent for each Tranche D Lender a letter of credit
opening fee computed at the rate of 0.0625 per cent. in respect of each issued Letter of
Credit which is not a standby letter of credit. This fee will be distributed by the Facility
Agent on the last Business Day of each month according to each Lender’s Pro Rata Share.
	 
	(c)	 	Each Borrower must pay to the Facility Agent for each Tranche D Lender a letter of credit
opening fee computed at the rate of 0.75 per cent. per annum in respect of each issued Letter
of Credit which is a standby letter of credit in favour of banks with letters of credit
already issued as at the date of the first Request for a Loan. This fee will be distributed
by the Facility Agent on the last Business Day of each month according to each Lender’s Pro
Rata Share.
	 
	(d)	 	Each Borrower must pay to the Facility Agent for each Tranche D Lender a letter of credit
acceptance commission computed at the rate of 0.75 per cent. per annum on the daily balance of
accepted Letters of Credit which are not standby letters of credit, and payable in the
currency in which such Letters of Credit are issued (unless the relevant Letter of Credit is
denominated in RMB, in which case the acceptance commission will be payable in USD calculated
on the basis of the Agent’s Spot Rate of Exchange). This fee will be distributed by the
Facility Agent on a monthly basis according to each Lender’s Pro Rata Share.
	 
	(e)	 	Accrued acceptance commission under paragraph (d) above are payable on the Maturity Date for
the relevant Letter of Credit. Accrued letter of credit fee is also payable to the Facility
Agent on the cancelled amount of any Lender’s Tranche D Commitment at the time the
cancellation is effective if that Commitment is cancelled in full and its participation in the
Letters of Credit is prepaid or repaid in full.
	 
	(f)	 	If a Borrower provides cash cover for any part of a Letter of Credit, then:






	 	(i)	 	the fronting fee payable to the Issuing Bank, the letter of credit opening fee
and the letter of credit acceptance commission payable for the account of each Lender
in respect of any part of a Letter of Credit which is the subject of cash cover will
continue to be payable until the expiry of that Letter of Credit; but
	 
	 	(ii)	 	that Borrower will be entitled to withdraw the interest accrued on the amount
of the cash cover to pay those fees.






	8.4	 	Claims under a Letter of Credit






	(a)	 	Each Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any claim
made or purported to be made under a Letter of Credit requested by it and which appears on its
face to be in order (a claim).
	 
	(b)	 	The Issuing Bank may at its discretion determine whether a claim is in order. If the Issuing
Bank determines that a claim is not in order, it must promptly notify the Facility Agent in
writing of such determination and provide to the Facility Agent all relevant details
(including any supporting






TETONS — CREDIT AGREEMENT



27









 











	 	 	documents) of the relevant claim. Upon receipt of such
notification, the Facility Agent shall promptly notify the Tranche D Lenders and may (acting
on the instructions of the Tranche D Majority Lenders), instruct the Issuing Bank to accept
the relevant claim.






	(c)	 	Each Borrower that requested the issue of a Letter of Credit must immediately on demand (to
be issued directly by the Issuing Bank) pay to the Issuing Bank an amount equal to the amount
of any claim.
	 
	(d)	 	The Issuing Bank must promptly notify the Facility Agent:






	 	(i)	 	upon paying any claim made or purported to be made under a Letter of Credit
pursuant to paragraph (a) above;
	 
	 	(ii)	 	upon receipt from the relevant Borrower of all amounts payable by that Borrower
pursuant to paragraph (c) above; and
	 
	 	(iii)	 	if the relevant Borrower fails to pay any amounts due to the Issuing Bank in
accordance with paragraph (c) above.






	(e)	 	Each Borrower acknowledges that the Issuing Bank:






	 	(i)	 	is not obliged to carry out any investigation or seek any confirmation from any
other person before paying a claim; and
	 
	 	(ii)	 	deals in documents only and will not be concerned with the legality of a claim
or any underlying transaction or any available set-off, counterclaim or other defence
of any person.






	(f)	 	The obligations of a Borrower under this Clause will not be affected by:






	 	(i)	 	the sufficiency, accuracy or genuineness of any claim or any other document; or
	 
	 	(ii)	 	any incapacity of, or limitation on the powers of, any person signing a claim
or other document.






	8.5	 	Indemnities
	 
	(a)	 	Each Borrower must immediately on demand indemnify the Issuing Bank against any loss or
liability which the Issuing Bank incurs under or in connection with any Letter of Credit
requested by it, except to the extent that the loss or liability is directly caused by the
gross negligence or wilful misconduct of the Issuing Bank.
	 
	(b)	 	Each Tranche D Lender must immediately on demand (to be issued directly by the Issuing Bank)
directly indemnify the Issuing Bank against its share of any loss or liability which the
Issuing Bank incurs under or in connection with any Letter of Credit and which has not been
paid for by an Obligor, except to the extent that the loss or liability is directly caused by
the gross negligence or wilful misconduct of the Issuing Bank.
	 
	(c)	 	The Facility Agent must, upon request by the Issuing Bank, provide to the Issuing Bank any
relevant details of each Tranche D Lender for the purposes of issuing a demand under paragraph
(b) above.
	 
	(d)	 	A Tranche D Lender’s share of the liability or loss referred to in paragraph (b) above will
be its Pro Rata Share on the Utilisation Date of the relevant Letter of Credit, adjusted to
reflect any subsequent assignment or transfer under this Agreement.




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	(e)	 	The Issuing Bank must promptly notify the Facility Agent:






	 	(i)	 	upon issuing a demand pursuant to paragraph (b) above; and
	 
	 	(ii)	 	upon receipt from a Tranche D Lender of any amounts referred to under paragraph
(b) above.






	(f)	 	The relevant Borrower must immediately on demand reimburse any Lender for any payment it
makes to the Issuing Bank under this Subclause.
	 
	(g)	 	The obligations of each Borrower and each Lender under this Clause are continuing obligations
and will extend to the ultimate balance of all sums payable by that Borrower or that Lender
under or in connection with any Letter of Credit, regardless of any intermediate payment or
discharge in whole or in part.
	 
	(h)	 	The obligations of each Borrower and each Lender under this Clause will not be affected by
any act, omission or thing which, but for this provision, would reduce, release or prejudice
any of its obligations under this Clause (whether or not known to it or any other person).
This includes:






	 	(i)	 	any time or waiver granted to, or composition with, any person;
	 
	 	(ii)	 	any release of any person under the terms of any composition or arrangement;
	 
	 	(iii)	 	the taking, variation, compromise, exchange, renewal or release of, or refusal
or neglect to perfect, take up or enforce, any rights against, or security over assets
(present or future) of, any person;
	 
	 	(iv)	 	any non-presentation or non-observance of any formality or other requirement in
respect of any instrument or any failure to realise the full value of any security;
	 
	 	(v)	 	any incapacity or lack of power, authority or legal personality of or
dissolution or change in the members or status of any person;
	 
	 	(vi)	 	any amendment of a Finance Document, any Letter of Credit or any other document
or security;
	 
	 	(vii)	 	any unenforceability, illegality or invalidity of any obligation of any person
under any Finance Document, any Letter of Credit or any other document or security; or
	 
	 	(viii)	 	any insolvency or similar proceedings.






	8.6	 	Rights of contribution
	 
	 	 	No Borrower will be entitled to any right of contribution or indemnity from any Finance
Party in respect of any payment it may make under this Clause.
	 
	9.	 	OPTIONAL CURRENCIES FOR LETTERS OF CREDIT
	 
	9.1	 	General
	 
	 	 	In this Clause:
	 
	 	 	USD Amount of a Letter of Credit or part of a Letter of Credit means:




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	 	(a)	 	if the Letter of Credit is denominated in USD, its amount; or
	 
	 	(b)	 	if the Letter of Credit is denominated in an Optional Currency, its equivalent
in USD calculated on the basis of the Agent’s Spot Rate of Exchange on the date of a
duly completed Request for that Letter of Credit, as adjusted below at six monthly
intervals.






	 	 	Optional Currency means any currency (other than USD) in which a Letter of Credit may be
denominated under this Agreement (which shall include those currencies referred to in Clause
9.3(a) below).






	9.2	 	Selection
	 
	 	 	A Borrower must select the currency of a Letter of Credit in its Request.
	 
	9.3	 	Conditions relating to Optional Currencies
	 
	(a)	 	A Letter of Credit may be denominated in an Optional Currency for an Interest Period if that
Optional Currency is EUR, HKD, JPY, GBP or (subject to all applicable laws, regulations and
internal policy requirements of the Facility Agent and the Issuing Bank) RMB, or has been
previously approved by the Facility Agent (acting on the instructions of all the relevant
Lenders).
	 
	(b)	 	If the Facility Agent has received a request from the Company for a currency to be approved
as an Optional Currency, the Facility Agent must, within five Business Days, confirm to the
Company whether or not the Lenders have given their approval.
	 
	9.4	 	Optional Currency equivalents
	 
	 	 	The equivalent in USD of a Letter of Credit or part of a Letter of Credit in an Optional
Currency for the purposes of calculating:






	 	(a)	 	whether any limit under this Agreement has been exceeded;
	 
	 	(b)	 	the amount of a Letter of Credit;
	 
	 	(c)	 	the share of a Lender in a Letter of Credit;
	 
	 	(d)	 	the amount of any repayment or prepayment of a Letter of Credit; or
	 
	 	(e)	 	the undrawn amount of a Lender’s Commitment,






	 	 	is its USD Amount.
	 
	9.5	 	Letters of Credit in Optional Currency






	(a)	 	If a Letter of Credit is denominated in an Optional Currency, the Facility Agent must at six
monthly intervals after the date of this Agreement, recalculate the USD Amount of that Letter
of Credit by notionally converting the outstanding amount of that Letter of Credit into USD on
the basis of the Agent’s Spot Rate of Exchange on the date of calculation.
	 
	(b)	 	Each Borrower must, if requested by the Facility Agent within 10 days of any calculation
under paragraph (a) above, ensure that sufficient Letters of Credit are repaid or prepaid to
prevent the USD Amount of the Letters of Credit exceeding the Total Tranche D Commitments
following any adjustment to a USD Amount under paragraph (a) above.





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	9.6	 	Notification
	 
	 	 	The Facility Agent must notify the Issuing Bank and the Lenders and the Company of the
relevant USD Amount (and the applicable Agent’s Spot Rate of Exchange) promptly after they
are ascertained.
	 
	10.	 	REPAYMENT
	 
	10.1	 	Repayment of Tranche A Loan
	 
	 	 	Each Borrower must repay the Tranche A Loan in instalments by repaying on each Repayment
Date the amount equal to the amount set out opposite that Repayment Date below:





	 	 	 
	Repayment Date	 	Repayment Amount
	(number of months from the date of
this Agreement)

	 	(as a percentage of the Tranche A
Loan outstanding as at the end of
the Availability Period)
	15 months

	 	5 per cent.
	21 months

	 	10 per cent.
	27 months

	 	15 per cent.
	33 months

	 	15 per cent.
	39 months

	 	15 per cent.
	45 months

	 	15 per cent.
	48 months

	 	25 per cent.







	10.2	 	Repayment of Tranche B Loans
	 
	(a)	 	Each Borrower must repay each Tranche B Loan made to it in full on its Maturity Date.
	 
	(b)	 	Subject to the other terms of this Agreement, any amounts repaid under paragraph (a) above
may be re-borrowed.
	 
	10.3	 	Repayment of Tranche C Loans
	 
	(a)	 	Each Borrower must repay each Tranche C Loan made to it in full on its Maturity Date.
	 
	(b)	 	Subject to the other terms of this Agreement, any amounts repaid under paragraph (a) above
may be re-borrowed.
	 
	10.4	 	Repayment of Letters of Credit
	 
	(a)	 	Each Borrower must repay each Letter of Credit issued on its behalf in full on its Maturity
Date.
	 
	(b)	 	Subject to the other terms of this Agreement, any amounts repaid under paragraph (a) above
may be re-utilised.




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	11.	 	PREPAYMENT AND CANCELLATION
	 
	11.1	 	Mandatory prepayment — illegality
	 
	(a)	 	A Lender must promptly notify the Issuing Bank, the Facility Agent and the Company if it
becomes aware that it is unlawful in any applicable jurisdiction for that Lender to perform
any of its obligations under a Finance Document or to fund or maintain its share in any
Credit.
	 
	(b)	 	After notification under paragraph (a) above the Facility Agent must notify the Company
promptly that:






	 	(i)	 	each Borrower must repay or prepay the share of that Lender in each Credit
utilised by it on the date specified in paragraph (c) below; and
	 
	 	(ii)	 	the Commitments of that Lender will be immediately cancelled.






	(c)	 	The date for repayment or prepayment of a Lender’s share in a Credit will be:






	 	(i)	 	the last day of the current Interest Period of that Credit or, in the case of a
Letter of Credit five days after the date of the notification; or
	 
	 	(ii)	 	if earlier, the date specified by the Lender in the notification under
paragraph (a) above and which must not be earlier than the last day of any applicable
grace period allowed by law.






	11.2	 	Voluntary prepayment of Tranche A Loan
	 
	(a)	 	The Borrowers may, by giving not less than 30 days’ prior notice to the Facility Agent,
prepay (or ensure that a Borrower prepays) the Tranche A Loan on the last day of its current
Interest Period in whole or in part.
	 
	(b)	 	A prepayment of part of the Tranche A Loan must be in a minimum amount of US$10,000,000 and
an integral multiple of US$5,000,000 .
	 
	11.3	 	Automatic cancellation
	 
	 	 	The Commitments of each Lender will be automatically cancelled at the close of business on
the last day of the relevant Availability Period or, in respect of Tranche A, immediately
after the first drawdown.
	 
	11.4	 	Voluntary cancellation
	 
	(a)	 	Each of the Borrowers may, by giving not less than 30 days’ prior notice to the Facility
Agent, cancel the unutilised amount of the Total Commitments in whole or in part.
	 
	(b)	 	Partial cancellation of the Total Commitments must be, in respect of each of the Tranche A
Facility, the Tranche B Facility, the Tranche C Facility and the Tranche D Facility, in a
minimum amount of US$10,000,000 (or, if less, the maximum undrawn amount of the Total
Commitments) and an integral multiple of US$5,000,000.
	 
	(c)	 	Any cancellation in part will be applied against the relevant Commitment of each Lender pro
rata.




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	11.5	 	Right of repayment and cancellation of a single Lender
	 
	(a)	 	If an Obligor is, or will be, required to pay to a Lender:






	 	(i)	 	a Tax Payment; or
	 
	 	(ii)	 	an Increased Cost,






	 	 	the Company may, while the requirement continues, give notice to the Facility Agent
requesting prepayment and cancellation in respect of that Lender.






	(b)	 	After notification under paragraph (a) above:






	 	(i)	 	each Borrower must repay or prepay that Lender’s share in each Credit utilised
by it on the date specified in paragraph (c) below; and
	 
	 	(ii)	 	the Commitments of that Lender will be immediately cancelled.






	(c)	 	The date for repayment or prepayment of a Lender’s share in a Credit will be:






	 	(i)	 	the last day of the current Interest Period for that Credit, or in the case of
a Letter of Credit, 10 days after the date of the notification; or
	 
	 	(ii)	 	if earlier, the date specified by the Company in its notification.






	11.6	 	Partial prepayment of Tranche A Loan
	 
	(a)	 	Except where this Clause expressly provides otherwise any partial prepayment of the Tranche A
Loan will be applied against the remaining Repayment Instalments pro rata.
	 
	(b)	 	Any voluntary prepayment of a Tranche A Loan under Subclause 11.2 (Voluntary prepayment of
Tranche A Loan) will be applied against the remaining Repayment Instalments in inverse order
of maturity.
	 
	(c)	 	No amount of Tranche A Loan prepaid under this Agreement may subsequently be re-borrowed.
	 
	11.7	 	Re-borrowing of Tranche B Loans and Tranche C Loans
	 
	 	 	Any prepayment of a Tranche B Loan or a Tranche C Loan under this Clause 11 (Prepayment and
cancellation) may not be re-borrowed.
	 
	11.8	 	Miscellaneous provisions
	 
	(a)	 	Any notice of prepayment and/or cancellation under this Agreement is irrevocable and must
specify the relevant date(s) and the affected Credits and Commitments. The Facility Agent
must notify the Lenders promptly of receipt of any such notice.
	 
	(b)	 	All prepayments under this Agreement must be made with accrued interest on the amount
prepaid. Subject to paragraph (c) below, no premium or penalty is payable in respect of any
prepayment except for Break Costs.
	 
	(c)	 	A premium of 0.75 per cent. of the amount prepaid or cancelled (and any applicable Break
Costs) will be payable by the Borrowers in respect of any voluntary prepayment of the Tranche
A Loan




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	 	 	under Subclause 11.2 (Voluntary prepayment of Tranche A Loan) or any voluntary
cancellation under Subclause 11.4 (Voluntary cancellation) if such prepayment or cancellation
occurs on or before the first anniversary of the date of this Agreement.
	 
	(d)	 	The Majority Lenders may agree to a shorter notice period for a voluntary prepayment or a
voluntary cancellation.
	 
	(e)	 	No prepayment or cancellation is allowed except in accordance with the express terms of this
Agreement.
	 
	(f)	 	No amount of the Total Commitments cancelled under this Agreement may subsequently be
reinstated.
	 
	12.	 	INTEREST
	 
	12.1	 	Calculation of interest
	 
	 	 	The rate of interest on each Loan for each Interest Period is the percentage rate per annum
equal to the aggregate of the applicable:






	 	(a)	 	Margin; and
	 
	 	(b)	 	LIBOR.






	12.2	 	Payment of interest
	 
	 	 	Except where it is provided to the contrary in this Agreement, each Borrower must pay
accrued interest on each Loan made to it on the last day of each Interest Period and also,
if the Interest Period is longer than six months, on the dates falling at six-monthly
intervals after the first day of that Interest Period.
	 
	12.3	 	Interest on overdue amounts
	 
	(a)	 	If an Obligor fails to pay any amount payable by it under the Finance Documents, it must
immediately on demand by the Facility Agent pay interest on the overdue amount from its due
date up to the date of actual payment, both before, on and after judgment.
	 
	(b)	 	Interest on an overdue amount is payable at a rate determined by the Facility Agent to be two
per cent. per annum above the rate which would have been payable if the overdue amount had,
during the period of non-payment, constituted a Tranche B Loan in the currency of the overdue
amount. For this purpose, the Facility Agent may (acting reasonably):






	 	(i)	 	select successive Interest Periods of any duration of up to three months; and
	 
	 	(ii)	 	determine the appropriate Rate Fixing Day for that Interest Period.






	(c)	 	Notwithstanding paragraph (b) above, if the overdue amount is a principal amount of a Loan
and becomes due and payable before the last day of its current Interest Period, then:






	 	(i)	 	the first Interest Period for that overdue amount will be the unexpired portion
of that Interest Period; and




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	 	(ii)	 	the rate of interest on the overdue amount for that first Interest Period will
be two per cent. per annum above the rate then payable on that Loan.






	 	 	After the expiry of the first Interest Period for that overdue amount, the rate on the
overdue amount will be calculated in accordance with paragraph (b) above.
	 
	(d)	 	Interest (if unpaid) on an overdue amount will be compounded with that overdue amount at the
end of each of its Interest Periods but will remain immediately due and payable.
	 
	12.4	 	Notification of rates of interest
	 
	 	 	The Facility Agent must promptly notify each relevant Party of the determination of a rate
of interest under this Agreement.
	 
	13.	 	INTEREST PERIODS
	 
	13.1	 	Selection — Tranche A Loan
	 
	(a)	 	The Tranche A Loan has successive Interest Periods.
	 
	(b)	 	A Borrower must select the first Interest Period for the Tranche A Loan in the relevant
Request and each subsequent Interest Period in an irrevocable notice received by the Facility
Agent not later than 11.00 a.m. one Business Day before the Rate Fixing Day for that Interest
Period. Each Interest Period for the Tranche A Loan will start on its Utilisation Date or on
the expiry of its preceding Interest Period.
	 
	(c)	 	If a Borrower fails to select an Interest Period for the outstanding Tranche A Loan under
paragraph (b) above, that Interest Period will, subject to the other provisions of this
Clause, be three months.
	 
	(d)	 	Subject to the following provisions of this Clause, each Interest Period for a Tranche A Loan
will be one, two, three or (subject to availability) six months or any other period agreed by
the Borrowers and the Facility Agent (acting on the instructions of the Majority Lenders).
	 
	13.2	 	Selection — Tranche B Loans and Tranche C Loans
	 
	(a)	 	Each Tranche B Loan and Tranche C Loan has one Interest Period only.
	 
	(b)	 	A Borrower must select the Interest Period for a Tranche B Loan and a Tranche C Loan in the
relevant Request.
	 
	(c)	 	Subject to the following provisions of this Clause, each Interest Period for a Tranche B Loan
or a Tranche C Loan will be one, two, three or (subject to availability) six months or any
other period agreed by the Borrowers and the Facility Agent (acting on the instructions of the
Majority Lenders).
	 
	13.3	 	Coincidence with Repayment Dates
	 
	 	 	The Facility Agent may, before the Rate Fixing Day for the relevant Interest Period shorten
any Interest Period for the Tranche A Loan to ensure that the amount of the Tranche A Loan
with an Interest Period ending on a Repayment Date is not less than the Repayment Instalment
due on that Repayment Date.




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	13.4	 	No overrunning the Final Maturity Date
	 
	 	 	If an Interest Period would otherwise overrun the Final Maturity Date, it will be shortened
so that it ends on the Final Maturity Date.
	 
	13.5	 	Other adjustments
	 
	 	 	The Facility Agent and the Company may enter into such other arrangements as they may agree
for the adjustment of Interest Periods and the consolidation and/or splitting of Loans.
	 
	13.6	 	Notification
	 
	 	 	The Facility Agent must notify each relevant Party of the duration of each Interest Period
promptly after ascertaining its duration.
	 
	14.	 	MARKET DISRUPTION
	 
	14.1	 	Failure of a Reference Bank to supply a rate
	 
	 	 	If LIBOR is to be calculated by reference to the Reference Banks but a Reference Bank does
not supply a rate at or about 12.00 noon (London time) on a Rate Fixing Day, the applicable
LIBOR will, subject as provided below, be calculated on the basis of the rates of the
remaining Reference Banks.
	 
	14.2	 	Market disruption
	 
	(a)	 	In this Clause, each of the following events is a market disruption event:






	 	(i)	 	LIBOR is to be calculated by reference to the Reference Banks but no, or (where
there is more than one Reference Bank) only one, Reference Bank supplies a rate by
12.00 noon (London time) on the Rate Fixing Day; or
	 
	 	(ii)	 	the Facility Agent receives by close of business on the Rate Fixing Day
notification from Lenders whose shares in the relevant Loan exceed 40 per cent. of that
Loan that the cost to them of obtaining matching deposits in the relevant interbank
market is in excess of LIBOR for the relevant Interest Period.






	(b)	 	The Facility Agent must promptly notify the Company and the Lenders of a market disruption
event.
	 
	(c)	 	After notification under paragraph (b) above, the rate of interest on each Lender’s share in
the affected Loan for the relevant Interest Period will be the aggregate of the applicable:






	 	(i)	 	Margin; and
	 
	 	(ii)	 	rate notified to the Facility Agent by that Lender as soon as practicable, and
in any event before interest is due to be paid in respect of that Interest Period, to
be that which expresses as a percentage rate per annum the cost to that Lender of
funding its share in that Loan from whatever source it may reasonably select.






	14.3	 	Alternative basis of interest or funding
	 
	(a)	 	If a market disruption event occurs and the Facility Agent or the Company so requires, the
Company and the Facility Agent must enter into negotiations for a period of not more than 30
days with a view




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	 	 	to agreeing an alternative basis for determining the rate of interest and/or
funding for the affected Loan.
	 
	(b)	 	Any alternative basis agreed will be, with the prior consent of all the Lenders, binding on
all the Parties.
	 
	(c)	 	For the avoidance of doubt, unless an alternative rate is agreed pursuant to this Subclause,
the rate of interest shall continue to be determined in accordance with Subclause 14.2 (Market
disruption).






	15.	 	TAXES
	 
	15.1	 	General
	 
	 	 	In this Clause:
	 
	 	 	Indirect Tax means any goods and services tax, consumption tax, value added tax or any Tax
of a similar nature.
	 
	 	 	Tax Credit means a credit against any Tax or any relief or remission for Tax (or its repayment).

	 
	15.2	 	Tax gross-up
	 
	(a)	 	Each Obligor must make all payments to be made by it under the Finance Documents without any
Tax Deduction, unless a Tax Deduction is required by law.
	 
	(b)	 	If an Obligor or a Lender is aware that an Obligor must make a Tax Deduction (or that there
is a change in the rate or the basis of a Tax Deduction), it must promptly notify the Facility
Agent. The Facility Agent must then promptly notify the affected Parties.
	 
	(c)	 	If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due
from the Obligor will be increased to an amount which (after making the Tax Deduction) leaves
an amount equal to the payment which would have been due if no Tax Deduction had been
required.
	 
	(d)	 	If an Obligor is required to make a Tax Deduction, that Obligor must make the minimum Tax
Deduction allowed by law and must make any payment required in connection with that Tax
Deduction within the time allowed by law.
	 
	(e)	 	Within 30 Business Days of making either a Tax Deduction or a payment required in connection
with a Tax Deduction, the Obligor making that Tax Deduction or payment must deliver to the
Facility Agent for the relevant Finance Party evidence reasonably satisfactory to that Finance
Party (acting reasonably) that the Tax Deduction has been made or (as applicable) the
appropriate payment has been paid to the relevant taxing authority.
	 
	15.3	 	Tax indemnity
	 
	(a)	 	Without prejudice to Subclause 15.2 (Tax gross-up), if any Finance Party is required to make
any payment of or on account of Tax on or in relation to any sum received or receivable under
the Finance Documents (including any sum deemed for purposes of Tax to be received or
receivable by such Finance Party whether or not actually received or receivable) or if any
liability in respect of any such payment is asserted, imposed, levied or assessed against any
Finance Party, the Borrower shall, within seven Business Days of demand by the Facility Agent,
indemnify the Finance Party which suffers a loss or liability as a result against such payment
or liability, together with any interest,




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	 	 	penalties, costs and expenses payable or incurred in
connection therewith, provided that this Subclause shall not apply to:-






	 	(i)	 	any Tax imposed on or calculated with reference to profit or net income of a
Finance Party by the jurisdiction in which such Finance Party is incorporated; or
	 
	 	(ii)	 	any Tax imposed on or calculated with reference to profit or net income on the
Facility Office of a Finance Party by the jurisdiction in which the Facility Office of
such Finance Party is located.








	(b)	 	A Finance Party making, or intending to make, a claim under paragraph (a) above must promptly
notify the Company in accordance with Clause 38.4 (Obligors) of the event which will give, or
has given, rise to the claim.
	 
	(c)	 	A Finance Party must, on receiving a payment from an Obligor under this Clause notify the
Facility Agent.
	 
	15.4	 	Tax Credit
	 
	 	 	If an Obligor makes a Tax Payment and the relevant Finance Party (in its absolute
discretion) determines that:






	 	(a)	 	a Tax Credit is attributable either to an increased payment of which that Tax
Payment forms part, or to that Tax Payment; and
	 
	 	(b)	 	it has obtained, used and retained that Tax Credit,






	 	 	the Finance Party must pay an amount to the Obligor which that Finance Party determines (in
its absolute discretion) will leave it (after that payment) in the same after-Tax position
as it would have been if the Tax Payment had not been required to be made by the Obligor.
	 
	15.5	 	Stamp taxes
	 
	 	 	The Borrowers must pay and indemnify each Finance Party against any cost, loss or liability
that Finance Party incurs in relation to all stamp duty, stamp duty land tax, registration
or other similar Tax payable in connection with the entry into, performance or enforcement
of any Finance Document, except for any such Tax payable in connection with the entry into
of a Transfer Certificate.
	 
	15.6	 	Indirect tax
	 
	(a)	 	All consideration expressed to be payable under a Finance Document by any Obligor to a
Finance Party shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is
chargeable on any supply made by any Finance Party to any Obligor in connection with a Finance
Document, that Obligor shall pay to the Finance Party (in addition to and at the same time as
paying the consideration) an amount equal to the amount of the Indirect Tax.
	 
	(b)	 	Where a Finance Document requires any Obligor to reimburse a Finance Party for any costs or
expenses, that Obligor shall also at the same time pay and indemnify the Finance Party against
all Indirect Tax incurred by that Finance Party in respect of the costs or expenses to the
extent that the Finance Party reasonably determines that it is not entitled to credit or
repayment in respect of the Indirect Tax.




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	16.	 	INCREASED COSTS
	 
	16.1	 	Increased Costs
	 
	 	 	Except as provided below in this Clause, the Borrowers must pay to a Finance Party the
amount of any Increased Cost incurred by that Finance Party or any of its Affiliates as a
result of:






	 	(a)	 	the introduction of, or any change in, or any change in the interpretation,
administration or application of, any law or regulation; or
	 
	 	(b)	 	compliance with any law or regulation made after the date of this Agreement.






	16.2	 	Exceptions
	 
	 	 	The Borrowers need not make any payment for an Increased Cost to the extent that the
Increased Cost is:






	 	(a)	 	compensated for under another Clause or would have been but for an exception to
that Clause;
	 
	 	(b)	 	attributable to a Finance Party or its Affiliate wilfully failing to comply
with any law or regulation; or
	 
	 	(c)	 	attributable to a Tax Deduction which as at the date of this Agreement is
required by law to be made by an Obligor.






	16.3	 	Claims
	 
	(a)	 	A Finance Party intending to make a claim for an Increased Cost must notify the Facility
Agent of the circumstances giving rise to and the amount of the claim, following which the
Facility Agent will promptly notify the Borrowers.
	 
	(b)	 	Each Finance Party must, as soon as practicable after a demand by the Facility Agent, provide
a certificate confirming the amount of its Increased Cost.
	 
	17.	 	MITIGATION
	 
	17.1	 	Mitigation






	(a)	 	Each Finance Party must, in consultation with the Borrowers, take all reasonable steps to
mitigate any circumstances which arise and which result or would result in:






	 	(i)	 	any Tax Payment or Increased Cost being payable to that Finance Party; or
	 
	 	(ii)	 	that Finance Party being able to exercise any right of prepayment and/or
cancellation under this Agreement by reason of any illegality,






	 	 	including transferring its rights and obligations under the Finance Documents to an
Affiliate or changing its Facility Office.
	 
	(b)	 	Paragraph (a) above does not in any way limit the obligations of any Obligor under the
Finance Documents.




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	(c)	 	The Borrowers must indemnify each Finance Party for all costs and expenses reasonably
incurred by that Finance Party as a result of any step taken by it under this Subclause.
	 
	(d)	 	A Finance Party is not obliged to take any step under this Subclause if, in the opinion of
that Finance Party (acting reasonably), to do so might be prejudicial to it.
	 
	17.2	 	Conduct of business by a Finance Party
	 
	 	 	No term of any Finance Document will:






	 	(a)	 	interfere with the right of any Finance Party to arrange its affairs (Tax or
otherwise) in whatever manner it thinks fit;
	 
	 	(b)	 	oblige any Finance Party to investigate or claim any credit, relief, remission
or repayment available to it in respect of Tax or the extent, order and manner of any
claim; or
	 
	 	(c)	 	oblige any Finance Party to disclose any information relating to its affairs
(Tax or otherwise) or any computation in respect of Tax.






	18.	 	PAYMENTS
	 
	18.1	 	Place
	 
	 	 	Unless a Finance Document specifies that payments under it are to be made in another manner,
all payments by a Party (other than the Facility Agent) under the Finance Documents must be
made to the Facility Agent to its account at such office or bank in the principal financial
centre of the country of the relevant currency as it may notify to that Party for this
purpose by not less than five Business Days’ prior notice.
	 
	18.2	 	Funds
	 
	 	 	Payments under the Finance Documents to the Facility Agent must be made for value on the due
date at such times and in such funds as the Facility Agent may specify to the Party
concerned as being customary at the time for the settlement of transactions in the relevant
currency in the place for payment.
	 
	18.3	 	Distribution
	 
	(a)	 	Each payment received by the Facility Agent under the Finance Documents for another Party
must, except as provided below, be made available by the Facility Agent to that Party by
payment (as soon as practicable after receipt) to its account with such office or bank in the
principal financial centre of the country of the relevant currency as it may notify to that
Party for this purpose by not less than five Business Days’ prior notice.
	 
	(b)	 	The Facility Agent may apply any amount received by it for an Obligor in or towards payment
(as soon as practicable after receipt) of any amount due from that Obligor under the Finance
Documents or in or towards the purchase of any amount of any currency to be so applied.
	 
	(c)	 	Where a sum is paid to the Facility Agent under this Agreement for another Party, the
Facility Agent is not obliged to pay that sum to that Party until it has established that it
has actually received it. However, the Facility Agent may assume that the sum has been paid
to it, and, in reliance on that assumption, make available to that Party a corresponding
amount. If it transpires that the sum has not been received by the Facility Agent, that Party
must immediately on demand by the Facility




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	 	 	Agent refund any corresponding
amount made available to it
together with interest on that
amount from the date of payment
to the date of receipt by the
Facility Agent at a rate
calculated by the Facility Agent
to reflect its cost of funds.






	18.4	 	Currency
	 
	(a)	 	Unless a Finance Document specifies that payments under it are to be made in a different
manner, the currency of each amount payable under the Finance Documents is determined under
this Subclause.
	 
	(b)	 	Interest is payable in the currency in which the relevant amount in respect of which it is
payable is denominated.
	 
	(c)	 	A repayment or prepayment of any principal amount is payable in the currency in which that
principal amount is denominated on its due date.
	 
	(d)	 	Amounts payable in respect of Taxes, fees, costs and expenses are payable in the currency in
which they are incurred.
	 
	(e)	 	Each other amount payable under the Finance Documents is payable in USD.
	 
	18.5	 	No set-off or counterclaim
	 
	 	 	All payments made by an Obligor under the Finance Documents must be calculated and made
without (and free and clear of any deduction for) set-off or counterclaim.
	 
	18.6	 	Business Days
	 
	(a)	 	If a payment under the Finance Documents is due on a day which is not a Business Day, the due
date for that payment will instead be the next Business Day in the same calendar month (if
there is one) or the preceding Business Day (if there is not) or whatever day the Facility
Agent determines is market practice.
	 
	(b)	 	During any extension of the due date for payment of any principal under this Agreement
interest is payable on that principal at the rate payable on the original due date.
	 
	18.7	 	Partial payments
	 
	(a)	 	If the Facility Agent receives a payment insufficient to discharge all the amounts then due
and payable by the Obligors under the Finance Documents, the Facility Agent must apply that
payment towards the obligations of the Obligors under the Finance Documents in the following
order:






	 	(i)	 	first, in or towards payment pro rata of any unpaid fees, costs and expenses of
the Administrative Parties under the Finance Documents;
	 
	 	(ii)	 	secondly, in or towards payment pro rata of any accrued interest or fee due but
unpaid under this Agreement;
	 
	 	(iii)	 	thirdly, in or towards payment pro rata of any principal amount due but unpaid
under this Agreement; and
	 
	 	(iv)	 	fourthly, in or towards payment pro rata of any other sum due but unpaid under
the Finance Documents.




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	(b)	 	The Facility Agent must, if so directed by the Majority Lenders, vary the order set out in
sub-paragraphs (a)(ii) to (iv) above.
	 
	(c)	 	This Subclause will override any appropriation made by an Obligor.
	 
	18.8	 	Timing of payments
	 
	 	 	If a Finance Document does not provide for when a particular payment is due, that payment
will be due within three Business Days of demand by the relevant Finance Party.
	 
	19.	 	GUARANTEE AND INDEMNITY
	 
	19.1	 	Guarantee and indemnity
	 
	 	 	Each Guarantor jointly and severally and irrevocably and unconditionally:






	 	(a)	 	guarantees to each Finance Party punctual performance by each Borrower of all
its obligations under the Finance Documents;
	 
	 	(b)	 	undertakes with each Finance Party that, whenever a Borrower does not pay any
amount when due under or in connection with any Finance Document, it must immediately
on demand by the Facility Agent pay that amount as if it were the principal obligor in
respect of that amount; and
	 
	 	(c)	 	agrees with each Finance Party that if, for any reason, any amount claimed by a
Finance Party under this Clause is not recoverable from that Guarantor on the basis of
a guarantee then that Guarantor will be liable as a principal debtor and primary
obligor to indemnify that Finance Party in respect of any loss it incurs as a result of
a Borrower failing to pay any amount expressed to be payable by it under a Finance
Document on the date when it ought to have been paid. The amount payable by a
Guarantor under this indemnity will not exceed the amount it would have had to pay
under this Clause had the amount claimed been recoverable on the basis of a guarantee.






	19.2	 	Continuing guarantee
	 
	 	 	This guarantee is a continuing guarantee and will extend to the ultimate balance of all sums
payable by any Obligor under the Finance Documents, regardless of any intermediate payment
or discharge in whole or in part.
	 
	19.3	 	Reinstatement
	 
	(a)	 	If any discharge (whether in respect of the obligations of any Obligor or any security for
those obligations or otherwise) or arrangement is made in whole or in part on the faith of any
payment, security or other disposition which is avoided or must be restored on insolvency,
liquidation, administration or otherwise without limitation, the liability of each Guarantor
under this Clause will continue or be reinstated as if the discharge or arrangement had not
occurred.
	 
	(b)	 	Each Finance Party may concede or compromise any claim that any payment, security or other
disposition is liable to avoidance or restoration.




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	19.4	 	Waiver of defences
	 
	 	 	The obligations of each Guarantor under this Clause will not be affected by any act,
omission or thing (whether or not known to it or any Finance Party) which, but for this
provision, would reduce, release or prejudice any of its obligations under this Clause.
This includes:






	 	(a)	 	any time or waiver granted to, or composition with, any person;
	 
	 	(b)	 	any release of any person under the terms of any composition or arrangement;
	 
	 	(c)	 	the taking, variation, compromise, exchange, renewal or release of, or refusal
or neglect to perfect, take up or enforce, any rights against, or security over assets
(present or future) of, any person;
	 
	 	(d)	 	any non-presentation or non-observance of any formality or other requirement in
respect of any instrument or any failure to realise the full value of any security;
	 
	 	(e)	 	any incapacity or lack of power, authority or legal personality of or
dissolution or change in the members or status of any person;
	 
	 	(f)	 	any amendment of a Finance Document or any other document or security;
	 
	 	(g)	 	any unenforceability, illegality, invalidity or non-provability of any
obligation of any person under any Finance Document or any other document or security;
or
	 
	 	(h)	 	any insolvency or similar proceedings.






	19.5	 	Immediate recourse
	 
	(a)	 	Each Guarantor waives any right it may have of first requiring any Finance Party (or any
trustee or agent on its behalf) to proceed against or enforce any other right or security or
claim payment from any person before claiming from that Guarantor under this Clause.
	 
	(b)	 	This waiver applies irrespective of any law or any provision of a Finance Document to the
contrary.
	 
	19.6	 	Appropriations
	 
	 	 	Until all amounts which may be or become payable by the Obligors under or in connection with
the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee
or agent on its behalf) may without affecting the liability of any Guarantor under this
Clause:






	(a) 	(i) 	 	refrain from applying or enforcing any other moneys, security or rights
held or received by that Finance Party (or any trustee or agent on its behalf) against
those amounts; or







	 	(ii)	 	apply and enforce them in such manner and order as it sees fit
(whether against those amounts or otherwise); and






	 	(b)	 	hold in a suspense account any moneys received from any Guarantor or on account
of that Guarantor’s liability under this Clause.




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	19.7	 	Non-competition
	 
	 	 	Unless:






	 	(a)	 	all amounts which may be or become payable by the Obligors under or in
connection with the Finance Documents have been irrevocably paid in full; or
	 
	 	(b)	 	the Facility Agent otherwise directs,






	 	 	no Guarantor will, after a claim has been made or by virtue of any payment or performance by
it under this Clause:






	 	(i)	 	be subrogated to any rights, security or moneys held, received or receivable by
any Finance Party (or any trustee or agent on its behalf);
	 
	 	(ii)	 	be entitled to any right of contribution or indemnity in respect of any payment
made or moneys received on account of that Guarantor’s liability under this Clause;
	 
	 	(iii)	 	claim, rank, prove or vote as a creditor of any Obligor or its estate in
competition with any Finance Party (or any trustee or agent on its behalf); or
	 
	 	(iv)	 	receive, claim or have the benefit of any payment, distribution or security
from or on account of any Obligor, or exercise any right of set-off as against any
Obligor.






	 	 	Each Guarantor must hold in trust for and immediately pay or transfer to the Facility Agent
for the Finance Parties any payment or distribution or benefit of security received by it
contrary to this Clause or in accordance with any directions given by the Facility Agent
under this Clause.






	19.8	 	Release of Guarantors’ right of contribution
	 
	 	 	If any Guarantor ceases to be a Guarantor in accordance with the terms of the Finance
Documents for the purposes of any sale or other disposal of that Guarantor:






	 	(a)	 	that Guarantor will be released by each other Guarantor from any liability
whatsoever to make a contribution to any other Guarantor arising by reason of the
performance by any other Guarantor of its obligations under the Finance Documents; and
	 
	 	(b)	 	each other Guarantor will waive any rights it may have by reason of the
performance of its obligations under the Finance Documents to take the benefit (in
whole or in part and whether by way of subrogation or otherwise) of any right of any
Finance Party under any Finance Document or of any other security taken under, or in
connection with, any Finance Document where the rights or security are granted by or in
relation to the assets of the retiring Guarantor.






	19.9	 	Additional security
	 
	 	 	This guarantee is in addition to and is not in any way prejudiced by any other guarantee or
security now or subsequently held by any Finance Party.




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	19.10	 	Limitations
	 
	(a)	 	This guarantee does not apply to any liability to the extent it would result in this
guarantee constituting unlawful financial assistance within the meaning of 47A of the
Companies Ordinance (Cap.32 of the Laws of Hong Kong).
	 
	(b)	 	The obligations of any Additional Guarantor are subject to the limitations (if any) set out
in the Accession Agreement executed by that Additional Guarantor.
	 
	20.	 	REPRESENTATIONS AND WARRANTIES
	 
	20.1	 	Representations and warranties
	 
	 	 	The representations and warranties set out in this Clause are made by each Obligor or (if
the relevant provision so states) the Company to each Finance Party.
	 
	20.2	 	Status
	 
	(a)	 	It is a corporation or limited liability company, duly incorporated or formed and validly
existing under the laws of its jurisdiction of incorporation or formation.
	 
	(b)	 	It and each of its Subsidiaries has the power to own its assets and carry on its business as
it is being conducted.
	 
	20.3	 	Powers and authority
	 
	 	 	It has the power to enter into and perform, and has taken all necessary action to authorise
the entry into and performance of, the Finance Documents to which it is or will be a party
and the transactions contemplated by those Finance Documents.
	 
	20.4	 	Legal validity
	 
	(a)	 	Subject to any general principles of law limiting its obligations and referred to in any
legal opinion required under this Agreement, each Finance Document to which it is a party is
its legally binding, valid and enforceable obligation.
	 
	(b)	 	Each Finance Document to which it is a party is in the proper form for its enforcement in the
jurisdiction of its incorporation.
	 
	20.5	 	Non-conflict
	 
	 	 	The entry into and performance by it of, and the transactions contemplated by, the Finance
Documents do not conflict with:






	 	(a)	 	any law or regulation applicable to it;
	 
	 	(b)	 	its or any of its Subsidiaries’ constitutional documents; or
	 
	 	(c)	 	any document which is binding upon it or any of its Subsidiaries or any of its
or its Subsidiaries’ assets.




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	20.6	 	No default
	 
	(a)	 	No Default is outstanding or will result from the entry into of, or the performance of any
transaction contemplated by, any Finance Document; and
	 
	(b)	 	no other event or circumstance is outstanding which constitutes a default under any document
which is binding on it or any of its Subsidiaries or any of its or its Subsidiaries’ assets to
an extent or in a manner which has or is reasonably likely to have a Material Adverse Effect.
	 
	20.7	 	Authorisations
	 
	 	 	Except for registration of:






	 	(a)	 	the Composite Share Mortgage, the Composite Security Agreement, the Security
Over Receivables and, if applicable, the Assignment Document entered into by Oriental
Printed Circuits Limited at the Hong Kong Companies Registry pursuant to the Companies
Ordinance (Cap. 32 of the Laws of Hong Kong);
	 
	 	(b)	 	the Composite Share Mortgage and the Composite Security Agreement at the
Registry of Corporate Affairs in the British Virgin Islands pursuant to the BVI
Business Companies Act, 2004 (as amended); and
	 
	 	(c)	 	a financing statement on Form UCC1 covering the shares in the Company subject
to the Security Interests constituted under the Composite Share Mortgage and naming TTM
International as debtor and the Security Trustee as secured party with the Office of
the Secretary of State of the State of Delaware,






	 	 	all authorisations required by it in connection with the entry into, performance, validity
and enforceability of, and the transactions contemplated by, the Finance Documents have been
obtained or effected (as appropriate) and are in full force and effect.
	 
	20.8	 	Financial statements
	 
	 	 	Its audited financial statements most recently delivered to the Facility Agent:






	 	(a)	 	have been prepared in accordance with GAAP, consistently applied; and
	 
	 	(b)	 	give a true and fair view of its financial condition (consolidated, if
applicable) as at the date to which they were drawn up,






	 	 	except, in each case, as disclosed to the contrary in those financial statements.
	 
	20.9	 	No material adverse change
	 
	 	 	There has been no material adverse change in the consolidated financial condition of each
Obligor since the date on which the latest unaudited financial statements of each Obligor
delivered pursuant to Part 1 of Schedule 2 (Conditions Precedent Documents) were drawn up.
	 
	20.10	 	Pari passu ranking
	 
	 	 	Its payment obligations under the Finance Documents rank at least pari passu with the claims
of all of its other unsecured and unsubordinated creditors, except for obligations
mandatorily preferred by law applying to companies generally.




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	20.11	 	Environmental laws
	 
	(a)	 	Each Obligor and each member of the Group is in compliance with Subclause 23.13
(Environmental matters) and no circumstances have occurred which would prevent such compliance
in each case where non-compliance could reasonably be expected to have a Material Adverse
Effect.
	 
	(b)	 	No Environmental Claim has been commenced or (to the best of its knowledge and belief (having
made due and careful enquiry) is threatened against any Obligor or any member of the Group
where such Environmental Claim is likely to be determined against the relevant Obligor or
member of the Group and, if so determined, would reasonably be expected to have a Material
Adverse Effect.
	 
	20.12	 	Litigation
	 
	 	 	No litigation, arbitration or administrative proceedings against any member of the Group has
been started or, to its knowledge, threatened, which have or, if adversely determined, are
reasonably likely to have a Material Adverse Effect.
	 
	20.13	 	Taxes on payments
	 
	 	 	All amounts payable by it under the Finance Documents may be made without any Tax Deduction.
	 
	20.14	 	Stamp duties
	 
	 	 	Except for registration fees payable at the relevant registries under Subclause 20.7
(Authorisations) (in each case in respect of the Security Documents) no stamp or
registration duty or similar Tax or charge is payable in its jurisdiction of incorporation
in respect of any Finance Document.
	 
	20.15	 	Immunity
	 
	(a)	 	The entry into by it of each Finance Document constitutes, and the exercise by it of its
rights and performance of its obligations under each Finance Document will constitute, private
and commercial acts performed for private and commercial purposes; and
	 
	(b)	 	it will not be entitled to claim immunity from suit, execution, attachment or other legal
process in any proceedings taken in its jurisdiction of incorporation in relation to any
Finance Document.
	 
	20.16	 	No adverse consequences
	 
	(a)	 	It is not necessary under the laws of its jurisdiction of incorporation:






	 	(i)	 	in order to enable any Finance Party to enforce its rights under any Finance
Document; or
	 
	 	(ii)	 	by reason of the entry into of any Finance Document or the performance by it of
its obligations under any Finance Document,






	 	 	that any Finance Party should be licensed, qualified or otherwise entitled to carry on
business in its jurisdiction of incorporation; and
	 
	(b)	 	no Finance Party is or will be deemed to be resident, domiciled or carrying on business in
its jurisdiction of incorporation by reason only of the entry into, performance and/or
enforcement of any Finance Document.




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	20.17	 	Jurisdiction/governing law
	 
	(a)	 	In this Subclause:
	 
	 	 	Relevant Jurisdiction means in relation to an Obligor:






	 	(i)	 	its jurisdiction of incorporation;
	 
	 	(ii)	 	any jurisdiction where any asset subject to or intended to be subject to a
Security Document is situated;
	 
	 	(iii)	 	any jurisdiction where it conducts its business; and
	 
	 	(iv)	 	the jurisdiction whose laws govern the perfection of any Security Document
entered into by it.






	(b)	 	Its:






	 	(i)	 	irrevocable submission under the Finance Documents to the jurisdiction of the
courts of Hong Kong;
	 
	 	(ii)	 	agreement that each Finance Document is governed by Hong Kong law; and
	 
	 	(iii)	 	agreement not to claim any immunity to which it or its assets may be entitled,






	 	 	are legal, valid and binding under the laws of its Relevant Jurisdiction; and
	 
	(c)	 	any judgment obtained in Hong Kong will be recognised and be enforceable by the courts of its
Relevant Jurisdiction.
	 
	20.18	 	No misleading information
	 
	 	 	All information supplied by any Obligor or any member of the Group is true, complete and
accurate in all material respects as at the date it was given and is not misleading in any
respect.
	 
	20.19	 	Authorised signatories
	 
	 	 	Unless notified in writing by the relevant Obligor to the contrary, each person listed in
the director’s certificates of each Obligor referred to in Part 1 of Schedule 2 (Conditions
precedent documents) and any other person notified (together with the specimen signature of
that person) to the Facility Agent under Subclause 21.4(c) (Information — miscellaneous)
are authorised to sign and deliver a Request or, as the case may be, any notices on behalf
of the relevant Obligor.
	 
	20.20	 	Ownership
	 
	 	 	As at the first Utilisation Date, the Tang Family is directly or indirectly the single
largest shareholder in the Parent.
	 
	20.21	 	Times for making representations and warranties
	 
	(a)	 	The representations and warranties set out in this Clause are made by each Original Obligor
on the date of this Agreement.





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	(b)	 	Unless a representation and warranty is expressed to be given at a specific date, each
representation and warranty is deemed to be repeated by:






	 	(i)	 	each Additional Guarantor and the Borrowers on the date on which
that Additional Guarantor becomes a Guarantor; and
	 
	 	(ii)	 	each Obligor on the date of each Request and the first day of each Interest
Period.






	(c)	 	When a representation and warranty in Subclause 20.6(a) (No default) is repeated on a Request
for a Rollover Loan or the first day of an Interest Period for the Tranche A Loan (other than
the first Interest Period for the Tranche A Loan), the reference to a Default will be
construed as a reference to an Event of Default.
	 
	(d)	 	When a representation and warranty is repeated, it is applied to the circumstances existing
at the time of repetition.
	 
	21.	 	INFORMATION COVENANTS
	 
	21.1	 	Financial statements
	 
	(a)	 	Each Obligor (other than each Obligor incorporated in the British Virgin Islands) must, and
each Obligor will procure that Shanghai Meadville Electronics Co., Ltd., Dongguan Meadville
Circuits Limited and Dongguan Shengyi Electronics Limited will, supply to the Facility Agent
in sufficient copies for all the Lenders:






	 	(i)	 	its audited consolidated financial statements (or, if the relevant Obligor
(other than the Company and the Parent) does not produce consolidated financial
statements, its audited financial statements) for each of its financial years; and
	 
	 	(ii)	 	its unaudited interim financial statements for the first half-year of each of
its financial years.






	(b)	 	Each Obligor incorporated in the British Virgin Islands must supply to the Facility Agent in
sufficient copies for all the Lenders:






	 	(i)	 	its unaudited consolidated financial statements (or, if the relevant Obligor
does not produce consolidated financial statements, its unaudited financial statements)
for each of its financial years; and
	 
	 	(ii)	 	its unaudited interim financial statements for the first-half-year of each of
its financial years.






	(c)	 	All financial statements must be supplied as soon as they are available and:






	 	(i)	 	in the case of the audited financial statements to be provided under paragraph
(a) above, within 180 days;
	 
	 	(ii)	 	in the case of the unaudited financial statements to be provided under
paragraph (b) above, within 120 days; and
	 
	 	(iii)	 	in the case of the unaudited interim financial statements to be provided under
paragraphs (a) and (b) above, within 90 days,






	 	 	of the end of the relevant financial period.




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	21.2	 	Form of financial statements
	 
	(a)	 	Each Obligor must ensure that each set of financial statements supplied under this Agreement
gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial
condition (consolidated or otherwise) of the relevant person as at the date to which those
financial statements were drawn up.
	 
	(b)	 	Each Obligor must notify the Facility Agent of any change to the manner in which its audited
consolidated financial statements are prepared.
	 
	(c)	 	If requested by the Facility Agent, each Obligor must supply to the Facility Agent:






	 	(i)	 	a full description of any change notified under paragraph (b) above; and
	 
	 	(ii)	 	sufficient information to enable the Finance Parties to make a proper
comparison between the financial position shown by the set of financial statements
prepared on the changed basis and its most recent audited consolidated financial
statements delivered to the Facility Agent under this Agreement.






	(d)	 	If requested by the Facility Agent, the Obligors must enter into discussions for a period of
not more than 30 days with a view to agreeing any amendments required to be made to this
Agreement to place the Obligors and the Lenders in the same position as they would have been
if the change had not happened. Any agreement between the Obligors and the Facility Agent
will be, with the prior consent of the Majority Lenders, binding on all the Parties.
	 
	(e)	 	If no agreement is reached under paragraph (d) above on the required amendments to this
Agreement, each Obligor must ensure that its auditors certify those amendments; the
certificate of the auditors will be, in the absence of manifest error, binding on all the
Parties.
	 
	21.3	 	Compliance Certificate
	 
	(a)	 	The Parent and the Company must each supply to the Facility Agent a Compliance Certificate
with each set of financial statements sent to the Facility Agent under this Agreement.
	 
	(b)	 	A Compliance Certificate must be signed by two authorised signatories of the Parent or, as
the case may be, two authorised signatories of the Company.
	 
	21.4	 	Information — miscellaneous
	 
	 	 	The Company must supply to the Facility Agent, in sufficient copies for all the Lenders if
the Facility Agent so requests:






	 	(a)	 	copies of all documents despatched by the Parent, the Company and/or its
Subsidiaries to the shareholders of the Parent (or any class of them) or its creditors
generally or any class of them at the same time as they are despatched;
	 
	 	(b)	 	promptly upon becoming aware of them, details of any litigation, arbitration or
administrative proceedings against the Parent or any member of the Group which are
current, threatened or pending and which have or might, if adversely determined, expose
any member of the Group to a financial liability equal to or greater than HK$40,000,000
(or its equivalent in other currencies) ;




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	 	(c)	 	promptly upon becoming aware of them, details of any change in authorised
signatories of each Obligor (including specimen signatures of any newly appointed
authorised signatories);
	 
	 	(d)	 	promptly on request, a list of the then current Material Subsidiaries; and
	 
	 	(e)	 	subject to any applicable listing rule restrictions, promptly on request, such
further information regarding the financial condition, business and operations of any
member of the Group as any Finance Party through the Facility Agent may reasonably
request.






	21.5	 	Notification of Default
	 
	(a)	 	Unless each of the Facility Agent, the Factoring Agent and the Issuing Bank has already been
so notified by another Obligor or Security Provider, each Obligor and each Security Provider
must notify each of the Facility Agent, the Factoring Agent and the Issuing Bank of any
Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its
occurrence.
	 
	(b)	 	Promptly on request by the Facility Agent, the Parent and the Company must each supply to the
Facility Agent a certificate, signed by two of its authorised signatories on its behalf,
certifying that no Default is outstanding or, if a Default is outstanding, specifying the
Default and the steps, if any, being taken to remedy it.
	 
	21.6	 	Year end
	 
	 	 	No Obligor may change its financial year end.
	 
	21.7	 	Customer due diligence requirements
	 
	(a)	 	Each Obligor and each Security Provider must promptly on the request of any Finance Party
supply to that Finance Party any documentation or other evidence which is reasonably requested
by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective
new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied
with the results of all applicable customer due diligence requirements.
	 
	(b)	 	Each Lender must promptly on the request of the Facility Agent supply to the Facility Agent
any documentation or other evidence which is reasonably required by the Facility Agent to
carry out and be satisfied with the results of all customer due diligence requirements.
	 
	22.	 	FINANCIAL COVENANTS
	 
	22.1	 	Definitions
	 
	 	 	In this Clause:
	 
	 	 	Borrowings means, in respect of any person, any indebtedness for or
in respect of moneys borrowed or raised by such person for the
purpose of raising finance (without double-counting) in respect of:






	 	(a)	 	any debit balances at banks and other financial institutions and any moneys
borrowed or raised but excluding the loans owing to fellow Subsidiaries of the Relevant
Group;
	 
	 	(b)	 	any bond, note, loan stock, debenture, bill of exchange or other security or
debt instruments;
	 
	 	(c)	 	any acceptance or documents against payment or indebtedness of similar nature;




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	 	(d)	 	any lease or hire purchase or installment credit arrangement entered into
primarily as a method of raising finance or of financing the acquisition of the assets
leased;
	 
	 	(e)	 	receivables sold or discounted (otherwise than on a non-recourse basis); or
	 
	 	(f)	 	any guarantee, indemnity or other assurance against financial loss of any third
party persons in respect of any of paragraphs (a) to (e) set out above.






	 	 	Consolidated Current Assets means, at any time, the consolidated current assets of the
Relevant Group at that time as determined in accordance with GAAP.
	 
	 	 	Consolidated Current Liabilities means, at any time, the consolidated current liabilities of
the Relevant Group at that time determined in accordance with GAAP.
	 
	 	 	Consolidated Tangible Net Worth means, at any time the aggregate of:-






	 	(a)	 	the amount paid up or credited as paid up on the issued share capital of the
Company or, as the case may be, the Parent; and
	 
	 	(b)	 	the amounts standing to the credit of the consolidated capital and revenue
reserves (including but not limited to share premium account, capital redemption
reserve fund, any credit balance of property revaluation reserves (provided that such
revaluation is supported by a valuation report on the relevant property prepared by an
independent reputable firm of valuer acceptable to the Facility Agent) and any credit
balance on profit and loss account) of the Relevant Group,






	 	 	but after:






	 	(i)	 	deducting therefrom (if not otherwise deducted or excluded from the amounts
under paragraphs (a) or (b) above):-






	 	(A)	 	any amounts attributable to goodwill, capitalised research and
development costs, intellectual property (including, but not limited to, patents
and trade marks) and all other intangible assets;
	 
	 	(B)	 	any declared dividend or other distributions to Company’s
shareholders or, as the case may be, the Parent’s shareholders, to the extent
that such dividend or other distribution is not provided for in such
consolidated balance sheet (audited in the event of consolidated balance sheet
for a full financial year);
	 
	 	(C)	 	amounts attributable to minority interests in the Company’s
Subsidiaries or, as the case may be, the Parent’s Subsidiaries; and
	 
	 	(D)	 	any debit balance on profit and loss account; and






	 	(ii)	 	making such adjustments as may be appropriate in respect of any variation in
the interests of the Company or, as the case may be, the Parent in members of the
Relevant Group (including, but without limiting the generality of the foregoing, any
acquisition of a new member of the Relevant Group or disposal of an interest which
causes an undertaking to cease to be a member of the Relevant Group) since the date of
the latest consolidated balance sheet (audited in the event of consolidated balance
sheet for a full financial year) of the Company or, as the case may be, the Parent,
such adjustments being certified by the




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	 	 	 	Relevant Group’s auditors as representing an accurate reflection of the revised Consolidated
Tangible Net Worth,






	 	 	and so that no amount shall be included or excluded more than once in the same calculation.
	 
	 	 	Consolidated Net Borrowings means, the aggregate indebtedness of the Relevant Group in
respect of Borrowings less the sum of cash and bank balances recorded on the Company’s or,
as the case may be, the Parent’s consolidated balance sheet.
	 
	 	 	EBITDA means, in respect of any Relevant Period, the total operating profit (loss) for
continuing operations before interest, tax, depreciation of tangible assets and amortisation
of goodwill and other intangible assets of the Relevant Group as determined on a
consolidated basis in accordance with GAAP and excluding in respect of the Relevant Group
unconsolidated companies, any exceptional profits or losses on the sale of or termination of
an operation, exceptional costs of a reorganisation or restructuring and any extraordinary
losses or expenses such as goodwill write-off, asset and investment impairment losses and
provisions for investments and properties and any exceptional profits or losses on the
disposals of assets and extraordinary items and minority interests.
	 
	 	 	Interest Expenses means in relation to any Relevant Period, interest (including the interest
element of any payments made under finance leases or hire purchase agreements), commission,
fees, discounts and other finance, expenses or charges payable by the Relevant Group during
the Relevant Period.
	 
	 	 	Parent Group means the Parent and its Subsidiaries.
	 
	 	 	Relevant Period means each period of twelve months ending on the last day of the Company’s
or, as the case may be, the Parent’s financial year and each period of twelve months ending
on the last day of the first half of the Company’s or, as the case may be, the Parent’s
financial year.
	 
	 	 	Relevant Group means the Group or the Parent Group.
	 
	22.2	 	Interpretation
	 
	(a)	 	Except as provided to the contrary in this Agreement, an accounting term used in this Clause
is to be construed in accordance with the principles applied in connection with GAAP.
	 
	(b)	 	Any amount in a currency other than USD is to be taken into account at its USD equivalent
calculated on the basis of:






	 	(i)	 	the Facility Agent’s spot rate of exchange for the purchase of the relevant
currency in the Hong Kong foreign exchange market with USD at or about 11.00 a.m. on
the day the relevant amount falls to be calculated; or
	 
	 	(ii)	 	if the amount is to be calculated on the last day of a financial period of the
Company or the Parent, the relevant rates of exchange used by the Company or, as the
case may be, the Parent in or in connection with its financial statements for that
period.






	(c)	 	No item must be credited or deducted more than once in any calculation under this Clause.
	 
	22.3	 	Consolidated Tangible Net Worth
	 
	(a)	 	The Company must ensure that Consolidated Tangible Net Worth of the Group is:




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	 	(i)	 	at any time from 31 December 2009 to (and including) 30 December 2010, not less
than HK$1,700,000,000;
	 
	 	(ii)	 	at any time from 31 December 2010 to (and including) 30 December 2011, not less
than HK$1,900,000,000; and
	 
	 	(iii)	 	at any time from 31 December 2011, not less than HK$2,100,000,000.






	(b)	 	The Parent must ensure that Consolidated Tangible Net Worth of the Parent Group is at any
time not less than US$400,000,000.
	 
	22.4	 	Gearing
	 
	(a)	 	The Company must ensure that the ratio of Consolidated Net Borrowings of the Group to
Consolidated Tangible Net Worth of the Group:






	 	(i)	 	at any time from 31 December 2009 to (and including) 30 December 2010, does not
exceed 1.4 times;
	 
	 	(ii)	 	at any time from 31 December 2010 to (and including) 30 December 2011, does not
exceed 1.25 times; and
	 
	 	(iii)	 	at any time from 31 December 2011, does not exceed 1.0 times.






	(b)	 	The Parent must ensure that the ratio of Consolidated Net Borrowings of the Parent Group to
Consolidated Tangible Net Worth of the Parent Group:






	 	(i)	 	at any time from 31 December 2009 to (and including) 30 December 2010, does not
exceed 1.0 times; and
	 
	 	(ii)	 	at any time from 31 December 2010, does not exceed 0.8 times.






	22.5	 	Interest cover
	 
	(a)	 	The Company must ensure that the ratio of EBITDA of the Group to Interest Expenses of the
Group is not, at any time, less than 5 to 1.
	 
	(b)	 	The Parent must ensure that the ratio of EBITDA of the Parent Group to Interest Expenses of
the Parent Group is not, at any time, less than 4 to 1.
	 
	22.6	 	Leverage
	 
	 	 	The Parent must ensure that the ratio of Consolidated Net Borrowings of the Parent Group to
EBITDA of the Parent Group:






	 	(a)	 	at any time from 31 December 2009 to (and including) 30 December 2010, does not
exceed 4.0 times; and
	 
	 	(b)	 	at any time from 31 December 2010, does not exceed 3.0 times.




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	22.7	 	Consolidated current assets
	 
	 	 	The Company must ensure that Consolidated Current Assets of the Group is at any time not
less than 100 per cent. of Consolidated Current Liabilities of the Group at that time.
	 
	23.	 	GENERAL COVENANTS
	 
	23.1	 	General
	 
	 	 	Each Obligor agrees to be bound by the covenants set out in this Clause relating to it and,
where the covenant is expressed to apply to any other member of the Group, each Obligor must
ensure that its relevant Subsidiaries perform that covenant.
	 
	23.2	 	Authorisations
	 
	 	 	Each Obligor and each Security Provider must promptly:






	 	(a)	 	obtain, maintain and comply with the terms; and
	 
	 	(b)	 	supply certified copies to the Facility Agent,






	 	 	of any authorisation required under any law or regulation to:






	 	(i)	 	enable it to perform its obligations under the Finance Documents to which it is
a party;
	 
	 	(ii)	 	ensure the legality, validity, enforceability or admissibility in evidence in
its jurisdiction of incorporation of any Finance Document to which it is a party; and
	 
	 	(iii)	 	carry on its business where failure to do so has or could reasonably be
expected to have a Material Adverse Effect.






	23.3	 	Compliance with laws
	 
	 	 	Each member of the Group must comply in all respects with all laws to which it is subject
where failure to do so has or is reasonably likely to have a Material Adverse Effect.
	 
	23.4	 	Pari passu ranking
	 
	 	 	Each Obligor and each Security Provider must ensure that its payment obligations under the
Finance Documents at all times rank at least pari passu with all its other present and
future unsecured payment obligations, except for obligations mandatorily preferred by law
applying to companies generally.
	 
	23.5	 	Negative pledge
	 
	(a)	 	Except as provided below, no Obligor (other than the Parent) may, and the Company shall
procure that no Material Group Member or Security Provider (other than TTM International)
will, create or allow to exist any Security Interest on any of its present or future assets.
	 
	(b)	 	No Obligor (other than the Parent) may, and the Company shall procure that no Material Group
Member or Security Provider (other than TTM International) will:




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	 	(i)	 	sell, transfer or otherwise dispose of any of its present or future assets on
terms where it is or may be leased to or re-acquired or acquired by a member of the
Material Group or any of its related entities;
	 
	 	(ii)	 	sell, transfer or otherwise dispose of any of its receivables on recourse
terms;
	 
	 	(iii)	 	enter into any arrangement under which money or the benefit of a bank or other
account may be applied, set-off or made subject to a combination of accounts; or
	 
	 	(iv)	 	enter into any other preferential arrangement having a similar effect,






	 	 	in circumstances where the transaction is entered into primarily as a method of raising
Financial Indebtedness or of financing the acquisition of an asset (present or future).






	(c)	 	Paragraphs (a) and (b) do not apply to:






	 	(i)	 	any Security Interest constituted by the Security Documents or, if applicable,
the Assignment Document;
	 
	 	(ii)	 	any Security Interest comprising a netting or set-off arrangement entered into
by a member of the Group in the ordinary course of its banking arrangements for the
purpose of netting debit and credit balances;
	 
	 	(iii)	 	any lien arising by operation of law and in the ordinary course of trading;
	 
	 	(iv)	 	any Security Interest on an asset, or an asset of any person, acquired by a
member of the Material Group after the date of this Agreement but only to the extent
that the principal amount secured by that Security Interest has not been incurred or
increased in contemplation of, or since, the acquisition;
	 
	 	(v)	 	any Security Interest on an asset, or an asset of any person, acquired or to be
acquired by a Borrower to secure indebtedness raised for the purpose of financing or
refinancing the acquisition or development of that asset but only to the extent that
the principal amount secured by that Security Interest does not exceed the cost of the
acquisition or development;
	 
	 	(vi)	 	any Security Interest over cash collateral required to be provided under this
Agreement; and
	 
	 	(vii)	 	any Security Interest created by a member of the Material Group to secure
Financial Indebtedness under Onshore PRC Bank Borrowing not exceeding RMB500,000,000 in
aggregate.






	(d)	 	For the avoidance of doubt, any Security Interest constituted by the Security Documents
(other than any Security Over Receivables) may be shared between (i) the Finance Parties and
(ii) any party to a derivative transaction entered into with an Obligor in connection with
this Agreement, protecting against or benefiting from fluctuations in any rate or price
pursuant to the terms of an intercreditor agreement in form and substance satisfactory to the
Security Trustee (acting on the instructions of the Majority Lenders).
	 
	23.6	 	Disposals
	 
	(a)	 	Except as provided below, no member of the Group may, and the Company shall procure that no
member of the Group will, either in a single transaction or in a series of transactions and
whether related or not, sell, transfer, or otherwise dispose of all or any part of its present
or future assets.




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	(b)	 	Paragraph (a) does not apply to any sale, transfer or disposal:






	 	(i)	 	made on arm’s length commercial terms and for reasonable consideration and in
the ordinary course of trading of the disposing entity (other than a sale of
receivables to the extent they are sold on a non-recourse basis), provided that:






	 	(A)	 	the higher of the market value and consideration receivable for
such sale, transfer or disposal (when aggregated with the higher of the market
value and consideration for any other sale, transfer or disposal allowed under
this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that
the Company shall inform the Facility Agent of any such sale, transfer or
disposal of which the higher of the market value and consideration receivable
exceeds HK$200,000,000 or its equivalent within 30 days of the completion of
such sale, transfer or disposal; and
	 
	 	(B)	 	no Default or Event of Default would occur as a result of such
sale, transfer or disposal;






	 	(ii)	 	by a member of the Group which is an Obligor to another member of the Group
which is an Obligor;
	 
	 	(iii)	 	by a member of the Group which is not an Obligor and not incorporated in the
PRC to another member of the Group which is not an Obligor and not incorporated in the
PRC;
	 
	 	(iv)	 	by a member of the Group which is incorporated in the PRC to another member of
the Group which is incorporated in the PRC;
	 
	 	(v)	 	of Receivables in connection with the Tranche C Facility;
	 
	 	(vi)	 	of used, worn out, obsolete or surplus property by any Obligor in the ordinary
course of business and the abandonment or other disposition of intellectual property
that is, in the reasonable judgment of the Company, no longer economically practicable
to maintain or useful in the conduct of the business of the Obligors taken as a whole;
or
	 
	 	(vii)	 	related to any amalgamation, demerger, merger or corporate reconstruction in
compliance with Subclause 23.9 (Mergers).






	23.7	 	Financial Indebtedness
	 
	(a)	 	Except as provided below, no member of the Group may incur or permit to be outstanding any
Financial Indebtedness.
	 
	(b)	 	Paragraph (a) does not apply to:






	 	(i)	 	any Financial Indebtedness incurred under the Finance Documents;
	 
	 	(ii)	 	any Financial Indebtedness incurred under Subclause 23.11 (Loans and
Guarantees);
	 
	 	(iii)	 	any Financial Indebtedness under the Existing Facilities provided that such
Financial Indebtedness shall be prepaid and cancelled in full within five days from the
first Utilisation Date of the Tranche A Loan;
	 
	 	(iv)	 	any Onshore PRC Bank Borrowing of a member of the Group not exceeding, when
aggregated with the Onshore PRC Bank Borrowings of all other members of the Group,




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	 	 	 	RMB500,000,000 or its equivalent at any time during the period from the date of this
Agreement to the Final Maturity Date, provided that Onshore Bank Borrowing exceeding
RMB500,000,000 in aggregate will be allowed if the Facility Agent (acting on the
instructions of the Majority Lenders) is satisfied that such borrowing will be used
to prepay the Tranche A Facility within five days of the date of such borrowing;






	 	(v)	 	any derivative transaction protecting against or benefiting from fluctuations
in any rate or price entered into in connection with this Agreement; and
	 
	 	(vi)	 	any Financial Indebtedness incurred with the prior written consent of the
Facility Agent (acting on the instructions of the Majority Lenders).






	23.8	 	Change of business
	 
	(a)	 	The Parent must ensure that no substantial change is made to the nature and scope of the
business of the Parent from that carried on at the date of this Agreement.
	 
	(b)	 	The Company and each Borrower must ensure that no substantial change is made to the general
nature of the business of the Company or the Group from that carried on at the date of this
Agreement.
	 
	23.9	 	Mergers
	 
	(a)	 	No Obligor or Security Provider shall, and the Company shall procure that no member of the
Group will, enter into any amalgamation, demerger, merger or corporate reconstruction.
	 
	(b)	 	Paragraph (a) above does not apply to any amalgamation, demerger, merger or corporate
reconstruction:






	 	(i)	 	between Non-Party Parent Subsidiaries;
	 
	 	(ii)	 	between members of the Group which are not Obligors and not incorporated in the
PRC;
	 
	 	(iii)	 	between members of the Group incorporated in the PRC; or
	 
	 	(iv)	 	resulting in one Obligor merging into another Obligor, provided that (1) the
surviving entity continues to be bound by the Finance Documents as an Obligor, (2) in
the opinion of the Facility Agent (acting on the instructions of the Majority Lenders)
the creditworthiness of the relevant Obligor has not been adversely affected as a
result of the merger and (3) the Finance Documents remain in full force and effect
notwithstanding the merger.






	23.10	 	Dividends and distributions
	 
	(a)	 	Each Borrower and the Company shall ensure that there are no restrictions on each of its
Subsidiaries to declare, make or pay any dividend, charge, fee or other distribution (or
interest on any unpaid dividend, charge, fee or other distribution), whether in cash or in
kind.
	 
	(b)	 	Unless required by applicable laws or regulations, the Company shall not in respect of each
of its financial years declare, make or pay any dividend, charge, fee or other distribution
(or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in
kind) on or in respect of its share capital (or any class of its share capital) exceeding 20
percent. of the Company’s profits available for distribution in that financial year.




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	(c)	 	The Company shall not declare, make or pay any dividend, charge, fee or other distribution in
pursuant to paragraph (b) above if as a result of such declaration or payment a Default would
occur.
	 
	23.11	 	Loans and Guarantees
	 
	(a)	 	No Obligor or Security Provider shall, and the Company shall ensure that no member of the
Group will, make any loans, grant any credit (save in the ordinary course of trading) or give
any guarantee or indemnity (except as required under any of the Finance Documents or in the
ordinary course of trading) to or for the benefit of any person or otherwise voluntarily
assume any liability, whether actual or contingent, in respect of any obligation of any
person.
	 
	(b)	 	Paragraph (a) above does not apply to:






	 	(i)	 	any loan or credit made or granted, or guarantee or indemnity given, by the
Parent or TTM International (other than any loan made available to a member of the
Group);
	 
	 	(ii)	 	any loan or credit made or granted, or guarantee or indemnity given, by an
Obligor or member of the Group which is existing as at the date of the Agreement and
notified to the Facility Agent in writing, except to the extent the principal amount
of such loan, credit, guarantee or indemnity is increased from the amount outstanding
as the date of this Agreement; or
	 
	 	(iii)	 	any loan made available to a member of the Group which is subordinated to the
Financial Indebtedness under the Finance Documents in such manner reasonably
satisfactory to the Facility Agent (acting on the instructions of the Majority
Lenders).






	23.12	 	Revenue from goods and services
	 
	 	 	Each Obligor and each Security Provider shall, and the Company shall procure that each
member of the Group will, ensure that:






	 	(a)	 	all revenues generated either directly or indirectly through goods or services
provided by any member of the Group to any person who is not an Obligor or a member of
the Group shall be invoiced to that person directly by a member of the Group; and
	 
	 	(b)	 	all invoices referred to in paragraph (a) above are settled directly with the
relevant member of the Group.






	23.13	 	Environmental matters
	 
	(a)	 	In this Subclause:
	 
	 	 	Environmental Approval means any authorisation required under any Environmental Law for the
operation of the business of any Obligor or any member of the Group conducted on or from
properties owned or used by any Obligor or any member of the Group;
	 
	(b)	 	Each Obligor, each Security Provider and each member of the Group must:






	 	(i)	 	comply with all Environmental Law;
	 
	 	(ii)	 	obtain, maintain and ensure compliance with all requisite Environmental
Approvals; and




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	 	(iii)	 	implement procedures to monitor compliance with and to prevent liability under
any Environmental Law,






	 	 	where failure to do so has or is reasonably likely to have a Material Adverse Effect or
result in any liability for a Finance Party.
	 
	(c)	 	Each Obligor and each Security Provider must, promptly upon becoming aware, notify the
Facility Agent of:






	 	(i)	 	any Environmental Claim started, or to its knowledge, threatened; or
	 
	 	(ii)	 	any circumstances reasonably likely to result in an Environmental Claim,






	 	 	which has or, if substantiated, is reasonably likely to either have a Material Adverse
Effect or result in any liability for a Finance Party.
	 
	23.14	 	Insurance
	 
	 	 	Each member of the Group must insure its business and assets with insurance companies to
such an extent and against such risks as companies engaged in a similar business normally
insure.
	 
	23.15	 	Listing
	 
	 	 	The Parent shall ensure that it will at all times be listed on a national securities
exchange in the United States of America.
	 
	23.16	 	Ownership
	 
	 	 	During the period after Completion until the Final Maturity Date:






	 	(a)	 	the Parent shall at all times be the direct owner of 100 per cent. of the
entire issued share capital of TTM International;
	 
	 	(b)	 	TTM International shall at all times be the direct owner of 100 per cent. of
the entire issued share capital of the Company;
	 
	 	(c)	 	the Company shall not reduce its direct or indirect shareholding in any member
of the Group, except as permitted in paragraph (b) of Subclause 23.6 (Disposals) and
provided that any transfer or disposal of such shareholding is made to another member
of the Group;
	 
	 	(d)	 	the Tang Family shall at all times






	 	(i)	 	be the beneficial owner of not less than 20 per cent. of the
entire issued share capital of the Parent; and
	 
	 	(ii)	 	not (A) take any action or (B) omit to take any action, which has
or will have the effect of reducing its shareholding in the Parent such that it
ceases to be the single largest shareholder in the Parent; and






	 	(e)	 	the Tang Family shall at all times have appointed more than 50 per cent. of the
number of directors to the board of directors of the Company.





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	24.	 	DEFAULT
	 
	24.1	 	Events of Default
	 
	(a)	 	Each of the events or circumstances set out in this Clause (other than Subclause 24.16
(Acceleration)) is an Event of Default.
	 
	(b)	 	In this Clause:
	 
	 	 	Permitted Transaction means:






	 	(i)	 	an intra-Group re-organisation of a Material Subsidiary on a solvent basis; or
	 
	 	(ii)	 	any other transaction agreed by the Majority Lenders.






	24.2	 	Non-payment
	 
	 	 	An Obligor does not pay on the due date any amount payable by it under the Finance Documents
in the manner required under the Finance Documents, unless the non-payment is caused by
technical or administrative error and is remedied within three Business Days of the due
date.
	 
	24.3	 	Breach of other obligations
	 
	(a)	 	An Obligor does not comply with any term of Clause 22 (Financial covenants); or
	 
	(b)	 	an Obligor or a Security Provider does not comply with any term of the Finance Documents
(other than any term referred to in Subclause 24.2 (Non-payment) or in paragraph (a) above),
unless the non-compliance:






	 	(i)	 	is capable of remedy; and
	 
	 	(ii)	 	is remedied within 10 days of the earlier of the Facility Agent giving notice
of the failure to comply to the Company and any Obligor becoming aware of the
non-compliance.






	24.4	 	Misrepresentation






	 	(a)	 	A representation or warranty made or deemed to be repeated by an Obligor or a
Security Provider in any Finance Document or in any document delivered by or on behalf
of any Obligor or any Security Provider under any Finance Document is incorrect or
misleading in any material respect when made or deemed to be repeated.






	24.5	 	Cross-default
	 
	 	 	Any of the following occurs in respect of an Obligor, a Security Provider or a member of the
Group:






	 	(a)	 	any of its Financial Indebtedness is not paid when due (after the expiry of any
originally applicable grace period);
	 
	 	(b)	 	any of its Financial Indebtedness:






	 	(i)	 	becomes prematurely due and payable;
	 
	 	(ii)	 	is placed on demand; or




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	 	(iii)	 	is capable of being declared by or on behalf of a creditor to be
prematurely due and payable or of being placed on demand,






	 	 	 	in each case, as a result of an event of default or any provision having a similar
effect (howsoever described); or
	 
	 	(c)	 	any commitment for its Financial Indebtedness is cancelled or suspended as a
result of an event of default or any provision having a similar effect (howsoever
described),






	 	 	unless the aggregate amount of Financial Indebtedness falling within all or any of
paragraphs (a) to (c) above is less than US$12,500,000 or its equivalent.






	24.6	 	Insolvency
	 
	 	 	Any of the following occurs in respect of an Obligor, a Security Provider or a member of the
Group:






	 	(a)	 	it is, or is deemed for the purposes of any applicable law to be, unable to pay
its debts as they fall due or insolvent;
	 
	 	(b)	 	it admits its inability to pay its debts as they fall due;
	 
	 	(c)	 	it suspends making payments on any of its debts or announces an intention to do
so;
	 
	 	(d)	 	by reason of actual or anticipated financial difficulties, it begins
negotiations with any creditor for the rescheduling or restructuring of any of its
indebtedness;
	 
	 	(e)	 	the value of its assets is less than its liabilities (taking into account
contingent and prospective liabilities but excluding any contingent liabilities arising
from any intercompany guarantee(s) granted for other members of the Group), provided
that in the case of a member of the Group which is not an Obligor, any intercompany
loans made available to it by other members of the Group shall be excluded in the
computation of its liabilities and any intercompany loan made available by it to other
members of the Group shall be excluded in the computation of its assets; or
	 
	 	(f)	 	any of its indebtedness is subject to a moratorium.






	24.7	 	Insolvency proceedings
	 
	 	 	Except as provided below, any of the following occurs in respect of an Obligor, a Security
Provider or a member of the Group:






	 	(a)	 	any step is taken with a view to the suspension of payments, a moratorium or a
composition, compromise, assignment or similar arrangement with any of its creditors;
	 
	 	(b)	 	a meeting of its shareholders, directors or other officers is convened for the
purpose of considering any resolution for, to petition for or to file documents with a
court or any registrar for, its winding-up, administration or dissolution or any such
resolution is passed;
	 
	 	(c)	 	any person presents a petition, or files documents with a court or any
registrar, for its winding-up, administration, dissolution or reorganisation (by way of
voluntary arrangement, scheme of arrangement or otherwise);
	 
	 	(d)	 	any Security Interest is enforced over any of its present or future assets;




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	 	(e)	 	an order for its winding-up, administration or dissolution is made;
	 
	 	(f)	 	any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager,
receiver, administrative receiver, administrator or similar officer is appointed in
respect of it or any of its assets;
	 
	 	(g)	 	its shareholders, directors or other officers request the appointment of, or
give notice of their intention to appoint, a liquidator, trustee in bankruptcy,
judicial custodian, compulsory manager, receiver, administrative receiver,
administrator or similar officer; or
	 
	 	(h)	 	any other analogous step or procedure is taken in any jurisdiction.






	24.8	 	Creditors’ process
	 
	 	 	Any attachment, sequestration, distress, execution or analogous event affects any asset(s)
of an Obligor, a Security Provider or a member of the Group.
	 
	24.9	 	Cessation of business
	 
	 	 	An Obligor, a Security Provider or a member of the Group ceases, or threatens to cease, to
carry on business except:






	 	(a)	 	as part of a Permitted Transaction; or
	 
	 	(b)	 	as a result of any disposal allowed under this Agreement.






	24.10	 	Effectiveness of Finance Documents
	 
	(a)	 	It is or becomes unlawful for any Obligor or any Security Provider to perform any of its
obligations under the Finance Documents.
	 
	(b)	 	Any Finance Document is not effective in accordance with its terms or is alleged by an
Obligor or a Security Provider to be ineffective in accordance with its terms for any reason.
	 
	(c)	 	A Security Document does not create a Security Interest it purports to create.
	 
	(d)	 	An Obligor or a Security Provider repudiates a Finance Document or evidences an intention to
repudiate a Finance Document.

	24.11	 	Ownership of the Obligors
	 
	(a)	 	The Parent ceases to be the beneficial owner of 100 per cent. of the issued share capital of
TTM International.
	 
	(b)	 	TTM International ceases to be the legal and beneficial owner of 100 per cent. of the issued
share capital of the Company.
	 
	(c)	 	An Obligor (other than the Parent, TTM International or the Company) is not or ceases to be a
Subsidiary of the Company.




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	24.12	 	Listing
	 
	 	 	The Parent ceases to be listed on a national securities exchange in the United States of
America or trading in the shares of the Parent is suspended for 15 or more consecutive
trading days, unless such
suspension was caused by an issue which, in the opinion of the Facility Agent (acting on the
instructions of the Majority Lenders), was a direct result of a technical issue or technical
breach of the relevant listing rules.
	 
	24.13	 	Environmental Compliance
	 
	 	 	An Obligor or a Security Provider is involved in any incident and/or situation which gives
or may give rise to any Environmental Claim (including but not limited to non-compliance
with the terms or conditions of all applicable environmental permits) and such incident
and/or situation could reasonably be expected to have a Material Adverse Effect.
	 
	24.14	 	Failure to pay final judgment
	 
	 	 	An Obligor or a Security Provider fails to comply with or pay any sum in excess of
US$10,000,000 (or its equivalent in any other currency or currencies) due from it under any
final judgment or any final order made or given by any court of competent jurisdiction
within the period specified in the relevant judgment or if no period is specified within 10
Business Days of such final judgment being issued.
	 
	24.15	 	Material adverse change
	 
	 	 	Any event or series of events occurs which, in the opinion of the Majority Lenders, has or
is reasonably likely to have a Material Adverse Effect.
	 
	24.16	 	Acceleration
	 
	 	 	If an Event of Default is outstanding, the Facility Agent may, and must if so instructed by
the Majority Lenders, by notice to the Company:






	 	(a)	 	cancel all or any part of the Total Commitments; and/or
	 
	 	(b)	 	declare that all or part of any amounts outstanding under the Finance Documents
are:






	 	(i)	 	immediately due and payable; and/or
	 
	 	(ii)	 	payable on demand by the Facility Agent acting on the
instructions of the Majority Lenders; and/or






	 	(c)	 	declare that full cash cover in respect of each Letter of Credit is immediately
due and payable.






	 	 	Any notice given under this Subclause will take effect in accordance with its terms.
	 
	25.	 	SECURITY
	 
	25.1	 	Agent as holder of security
	 
	 	 	Unless expressly provided to the contrary in any Finance Document:




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	 	(a)	 	the Security Trustee holds any security created by a Security Document (other
than an Security Over Receivables or, if applicable, an Assignment Document) and the
proceeds of that security on trust for the Finance Parties;
	 
	 	(b)	 	the Factoring Agent holds any security created by a Security Over Receivables
or, if applicable, an Assignment Document, and the proceeds of that Security Over
Receivables or, as the case may be, that Assignment Document, on trust for the Tranche
C Lenders.






	25.2	 	Responsibility
	 
	(a)	 	Neither the Security Trustee nor the Factoring Agent is liable or responsible to any other
Finance Party for:






	 	(i)	 	any failure in perfecting or protecting the security created by any Security
Document;
	 
	 	(ii)	 	any other action taken or not taken by it in connection with any Security
Document,






	 	 	unless directly caused by its gross negligence or wilful misconduct.






	(b)	 	No Administrative Party is responsible for:






	 	(i)	 	the right or title of any person in or to, or the value of, or sufficiency of
any part of the security created by the Security Documents;
	 
	 	(ii)	 	the priority of any security created by the Security Documents; or
	 
	 	(iii)	 	the existence of any other Security Interest affecting any asset secured under
a Security Document.






	25.3	 	Title
	 
	 	 	Each of the Security Trustee and the Factoring Agent may accept, without enquiry, the title
(if any) an Obligor may have to any asset over which security is intended to be created by
any Security Document.
	 
	25.4	 	Possession of documents
	 
	 	 	Neither the Security Trustee nor the Factoring Agent is obliged to hold in its own
possession any Security Document, title deed or other document in connection with any asset
over which security is intended to be created by a Security Document. Without prejudice to
the above, each of the Security Trustee and the Factoring Agent may allow any bank providing
safe custody services or any professional adviser to the Security Trustee or as the case may
be, the Factoring Agent to retain any of those documents in its possession.
	 
	25.5	 	Investments
	 
	 	 	Except as otherwise provided in any Security Document, all moneys received by the Security
Trustee or as the case may be, the Factoring Agent under a Security Document may be:






	 	(a)	 	invested in the name of, or under the control of, the Security Trustee or as
the case may be, the Factoring Agent in any investment for the time being authorised by
Hong Kong law for the investment by trustees of trust money or in any other investments
which may be selected 




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	 	 	 	by the Security Trustee or the Factoring Agent with the consent
of the Majority Lenders or as the case may be, the Tranche C Majority Lenders; or






	 	(b)	 	placed on deposit in the name of, or under the control of, the Security Trustee
or as the case may be, the Factoring Agent at any bank or institution (including any
Finance Party) and on such terms as the Security Trustee or as the case may be, the
Factoring Agent may agree.






	25.6	 	Approval
	 
	 	 	Each Finance Party:






	 	(a)	 	confirms its approval of each Security Document; and
	 
	 	(b)	 	authorises and directs the Security Trustee or as the case may be, the
Factoring Agent (each by itself or by such person(s) as it may nominate) to enter into
and enforce the Security Documents as trustee (or agent) or as otherwise provided (and
whether or not expressly in the names of the Finance Parties) on its behalf.






	25.7	 	Conflict with Security Documents
	 
	 	 	If there is any conflict between this Agreement and any Security Document with regard to
instructions to, or other matters affecting, the Security Trustee or the Factoring Agent,
this Agreement will prevail.
	 
	25.8	 	Release of security
	 
	(a)	 	If:






	 	(i)	 	a Guarantor ceases to be a Material Subsidiary; or
	 
	 	(ii)	 	a Guarantor is released from all its obligations under the Finance Documents,
	 
	 	 	 	in a manner allowed by this Agreement, any security created by that Guarantor over its
assets under the Security Documents will be released.






	(b)	 	If a disposal of any asset subject to security created by a Security Document is made in the
following circumstances:






	 	(i)	 	the Majority Lenders agree to the disposal;
	 
	 	(ii)	 	the disposal is allowed by the terms of the Finance Documents and will not
result or could not reasonably be expected to result in any Default;
	 
	 	(iii)	 	the disposal is being made at the request of the Security Trustee in
circumstances where any security created by the Security Documents has become
enforceable; or
	 
	 	(iv)	 	the disposal is being effected by enforcement of a Security Document,






	 	 	the asset(s) being disposed of (or, in the case of a disposal of shares in an Obligor which
results in it ceasing to be a member of the Group, all of the assets of that Obligor) will
be released from any security over it created by a Security Document. However, the proceeds
of any disposal (or an amount corresponding to them) must be applied in accordance with the
requirements of the Finance Documents (if any).




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	(c)	 	Any release under this Subclause will not become effective until the date of the relevant
disposal or otherwise in accordance with the consent of the Majority Lenders or, in the case
of a Security Over Receivables or, if applicable, an Assignment Document, the Tranche C
Majority Lenders.
	 
	(d)	 	If a disposal is not made, then any release relating to that disposal will have no effect,
and the obligations of the Obligors under the Finance Documents will continue in full force
and effect.
	 
	(e)	 	If the Security Trustee or as the case may be, the Factoring Agent is satisfied that a
release is allowed under this Subclause, (at the request and expense of the relevant Obligor)
each Finance Party must enter into any document and do all such other things which are
reasonably required to achieve that release. Each other Finance Party irrevocably authorises
the Security Trustee or as the case may be, the Factoring Agent to enter into any such
document. Any release will not affect the obligations of any other Obligor under the Finance
Documents.
	 
	25.9	 	Certificate of non-crystallisation
	 
	 	 	The Security Trustee may, at the cost and request of the Borrowers, issue certificates of
non-crystallisation
	 
	25.10	 	Co-security Trustee
	 
	(a)	 	The Security Trustee may appoint a separate security trustee or a co-security trustee in
any jurisdiction outside Hong Kong:






	 	(i)	 	if the Facility Agent (acting on the instructions of the Majority Lenders)
considers that without the appointment the interests of the Lenders under the Finance
Documents might be materially and adversely affected;
	 
	 	(ii)	 	for the purpose of complying with any law, regulation or other condition in any
jurisdiction; or
	 
	 	(iii)	 	for the purpose of obtaining or enforcing a judgment or enforcing any Finance
Document in any jurisdiction.






	(b)	 	Any appointment under this Subclause will only be effective if the security trustee or
co-security trustee confirms to the Security Trustee and the Company in form and substance
satisfactory to the Security Trustee that it is bound by the terms of this Agreement as if it
were the Security Trustee.
	 
	(c)	 	The Security Trustee may remove any security trustee or co-security trustee appointed by it
and may appoint a new security trustee or co-security trustee in its place.
	 
	(d)	 	The Borrowers must pay to the Security Trustee any reasonable remuneration paid by the
Security Trustee to any security trustee or co-security trustee appointed by it, together with
any related costs and expenses properly incurred by the security trustee or co-security
trustee.
	 
	25.11	 	Perpetuity period
	 
	 	 	The perpetuity period for trusts in this Agreement is 80 years.




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	25.12	 	Information
	 
	 	 	Each Finance Party and each Obligor must supply the Facility Agent with any information that
the Facility Agent may reasonably specify as being necessary or desirable to enable it to
perform its functions under this Clause.
	 
	25.13	 	Perfection of security
	 
	 	 	Each Obligor must (at its own cost) take any action and enter into and deliver any document
which is required by the Security Trustee or the Factoring Agent so that a Security Document
provides for effective and perfected security in favour of any successor Security Trustee or
as the case may be, any successor Factoring Agent.
	 
	25.14	 	Enforcement of Security Over Receivables
	 
	 	 	The Security Trustee may only enforce an Security Over Receivables on the instructions of
the Tranche C Majority Lenders.
	 
	26.	 	THE ADMINISTRATIVE PARTIES
	 
	26.1	 	Appointment and duties of the Facility Agent
	 
	(a)	 	Each Finance Party (other than the Facility Agent) irrevocably appoints the Facility Agent to
act as its agent under and in connection with the Finance Documents.
	 
	(b)	 	Each Finance Party (other than the Security Trustee) irrevocably appoints the Security
Trustee to act as its agent under and in connection with the Finance Documents.
	 
	(c)	 	Each Finance Party (other than the Factoring Agent) irrevocably appoints the Factoring Agent
to act as its agent under and in connection with the Finance Documents.
	 
	(d)	 	Each Finance Party (other than the Issuing Bank) irrevocably appoints the Issuing Bank to act
as its agent under and in connection with the Finance Documents.
	 
	(e)	 	Each Finance Party irrevocably authorises each Agent to:






	 	(i)	 	perform the duties and to exercise the rights, powers and discretions that are
specifically given to it under the Finance Documents, together with any other
incidental rights, powers and discretions; and
	 
	 	(ii)	 	enter into and deliver each Finance Document expressed to be entered into by
that Agent.






	(f)	 	Each Agent has only those duties which are expressly specified in the Finance Documents.
Those duties (other than the duties of the Factoring Agent) are solely of a mechanical and
administrative nature.
	 
	26.2	 	Role of the Coordinator
	 
	 	 	Except as specifically provided in the Finance Documents, the Coordinator has no obligations
of any kind to any other Party in connection with any Finance Document.





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	26.3	 	Role of the Security Agent
	 
	 	 	The Security Agent has no obligations of any kind to any other Party in connection with any
Finance Document.
	 
	26.4	 	No fiduciary duties
	 
	 	 	Except as specifically provided in a Finance Document:






	 	(a)	 	nothing in the Finance Documents makes an Administrative Party a trustee or
fiduciary for any other Party or any other person; and
	 
	 	(b)	 	no Administrative Party need hold in trust any moneys paid to it or recovered
by it for a Party in connection with the Finance Documents or be liable to account for
interest on those moneys.






	26.5	 	Individual position of an Administrative Party
	 
	(a)	 	If it is also a Lender, each Administrative Party has the same rights and powers under the
Finance Documents as any other Lender and may exercise those rights and powers as though it
were not an Administrative Party.
	 
	(b)	 	Each Administrative Party may:






	 	(i)	 	carry on any business with an Obligor or its related entities (including acting
as an agent or a trustee for any other financing); and
	 
	 	(ii)	 	retain any profits or remuneration it receives under the Finance Documents or
in relation to any other business it carries on with an Obligor or its related
entities.






	26.6	 	Reliance
	 
	 	 	Each Agent may:






	 	(a)	 	rely on any notice or document believed by it to be genuine and correct and to
have been signed by, or with the authority of, the proper person;
	 
	 	(b)	 	rely on any statement made by any person regarding any matters which may
reasonably be assumed to be within his knowledge or within his power to verify;
	 
	 	(c)	 	assume, unless the context otherwise requires, that any communication made by
an Obligor is made on behalf of and with the consent and knowledge of each Obligor;
	 
	 	(d)	 	engage, pay for and rely on professional advisers selected by it (including
those representing a Party other than the Facility Agent); and
	 
	 	(e)	 	act under the Finance Documents through its personnel and agents.






	26.7	 	Majority Lenders’ instructions
	 
	(a)	 	An Agent is fully protected if it acts on the instructions of the Majority Lenders in the
exercise of any right, power or discretion or any matter not expressly provided for in the
Finance Documents. Any such instructions given by the Majority Lenders will be binding on all
the Lenders. In the 




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	 	 	absence of instructions, each Agent may act as it considers to be in the
best interests of all the Lenders.






	(b)	 	Each Agent may assume that unless it has received notice to the contrary, any right, power,
authority or discretion vested in any Party or the Majority Lenders has not been exercised.
	 
	(c)	 	Each Agent may refrain from acting in accordance with the instructions of the Majority
Lenders (or, if appropriate, the Lenders) until it has received security satisfactory to it,
whether by way of payment in advance or otherwise, against any liability or loss which it may
incur in complying with the instructions.
	 
	(d)	 	No Agent is authorised to act on behalf of a Lender (without first obtaining that Lender’s
consent) in any legal or arbitration proceedings in connection with any Finance Document,
unless the legal or arbitration proceedings relate to:






	 	(i)	 	the perfection, preservation or protection of rights under the Security
Documents; or
	 
	 	(ii)	 	the enforcement of any Security Document.






	26.8	 	Responsibility
	 
	(a)	 	No Administrative Party is responsible for the adequacy, accuracy or completeness of any
statement or information (whether written or oral) made in or supplied in connection with any
Finance Document.
	 
	(b)	 	No Administrative Party is responsible for the legality, validity, effectiveness, adequacy,
completeness or enforceability of any Finance Document or any other document.
	 
	(c)	 	Without affecting the responsibility of any Obligor for information supplied by it or on its
behalf in connection with any Finance Document, each Lender confirms that it:






	 	(i)	 	has made, and will continue to make, its own independent appraisal of all risks
arising under or in connection with the Finance Documents (including the financial
condition and affairs of each Obligor and its related entities and the nature and
extent of any recourse against any Party or its assets); and
	 
	 	(ii)	 	has not relied exclusively on any information provided to it by any
Administrative Party in connection with any Finance Document or agreement entered into
in anticipation of or in connection with any Finance Document.






	26.9	 	Exclusion of liability
	 
	(a)	 	No Administrative Party is liable or responsible to any other Finance Party for any action
taken or not taken by it in connection with any Finance Document, unless directly caused by
its gross negligence or wilful misconduct.
	 
	(b)	 	No Party (other than the relevant Administrative Party) may take any proceedings against any
officers, employees or agents of an Administrative Party in respect of any claim it might have
against that Administrative Party or in respect of any act or omission of any kind by that
officer, employee or agent in connection with any Finance Document.
	 
	(c)	 	No Agent is liable for any delay (or any related consequences) in crediting an account with
an amount required under the Finance Documents to be paid by it if it has taken all necessary
steps as




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	 	 	soon as reasonably practicable to comply with the regulations or operating procedures
of any recognised clearing or settlement system used by it for that purpose.






	 	(d)	 	(i) Nothing in this Agreement will oblige any Administrative Party to satisfy any customer
due diligence requirement in relation to the identity of any person on behalf of any Finance
Party.






	 	(ii)	 	Each Finance Party confirms to each Administrative Party that it is solely
responsible for any customer due diligence requirements it is required to carry out and
that it may not rely on any statement in relation to those requirements made by any
other person.






	26.10	 	Default
	 
	(a)	 	No Agent is obliged to monitor or enquire whether a Default has occurred. No Agent is deemed
to have knowledge of the occurrence of a Default.
	 
	(b)	 	If an Agent:






	 	(i)	 	receives notice from a Party referring to this Agreement, describing a Default
and stating that the event is a Default; or
	 
	 	(ii)	 	is aware of the non-payment of any principal, interest or fee payable to a
Finance Party (other than an Agent or the Coordinator) under this Agreement,






	 	 	it must promptly notify the other Finance Parties.
	 
	26.11	 	Information
	 
	(a)	 	Each Agent must promptly forward to the person concerned the original or a copy of any
document which is delivered to it by a Party for that person.
	 
	(b)	 	Except where a Finance Document specifically provides otherwise, no Agent is obliged to
review or check the adequacy, accuracy or completeness of any document it forwards to another
Party.
	 
	(c)	 	Except as provided above, no Agent has any duty:






	 	(i)	 	either initially or on a continuing basis to provide any Lender with any credit
or other information concerning the risks arising under or in connection with the
Finance Documents (including any information relating to the financial condition or
affairs of any Obligor or its related entities or the nature or extent of recourse
against any Party or its assets) whether coming into its possession before, on or after
the date of this Agreement; or
	 
	 	(ii)	 	unless specifically requested to do so by a Lender in accordance with a Finance
Document, to request any certificate or other document from any Obligor.






	(d)	 	In acting as an Agent, that Agent will be regarded as acting through its agency division
which will be treated as a separate entity from its other divisions and departments. Any
information acquired by an Agent which, in its opinion, is acquired by another division or
department or otherwise than in its capacity as an Agent may be treated as confidential by it
and will not be treated as information possessed it in its capacity as such.





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	(e)	 	No Agent is obliged to disclose to any person any confidential information supplied to it by
or on behalf of an Obligor or a member of the Group solely for the purpose of evaluating
whether any waiver or amendment is required in respect of any term of the Finance Documents.
	 
	(f)	 	Each Obligor irrevocably authorises each Agent to disclose to the other Finance Parties any
information which, in its opinion, is received by it in its capacity as an Agent.
	 
	26.12	 	Indemnities
	 
	(a)	 	Without limiting the liability of any Obligor under the Finance Documents, each Lender must
indemnify each Agent for that Lender’s Pro Rata Share of any loss or liability incurred by
that Agent in acting as the relevant Agent (unless the relevant Agent has been reimbursed by
an Obligor under a Finance Document), except to the extent that the loss or liability is
caused by that Agent’s gross negligence or wilful misconduct.
	 
	(b)	 	If a Party owes an amount to an Agent under the Finance Documents, that Agent may, after
giving notice to that Party:






	 	(i)	 	deduct from any amount received by it for that Party any amount due to it from
that Party under a Finance Document but unpaid; and
	 
	 	(ii)	 	apply that amount in or towards satisfaction of the owed amount.






	 	 	That Party will be regarded as having received the amount so deducted.
	 
	26.13	 	Compliance
	 
	 	 	Each Administrative Party may refrain from doing anything (including disclosing any
information) which might, in its opinion, constitute a breach of any law or regulation or be
otherwise actionable at the suit of any person, and may do anything which, in its opinion,
is necessary or desirable to comply with any law or regulation.
	 
	26.14	 	Resignation of an Agent
	 
	(a)	 	An Agent may resign and appoint any of its Affiliates as successor Agent by giving notice to
the other Finance Parties and the Company.
	 
	(b)	 	Alternatively, an Agent (other than the Factoring Agent) may resign by giving notice to the
Finance Parties and the Borrowers, in which case the Majority Lenders may appoint a successor
Agent. The Factoring Agent may only resign (by giving notice to the Finance Parties and the
Borrowers) with the consent of the Tranche C Majority Lenders, in which case the Tranche C
Majority Lenders must appoint a successor Factoring Agent.
	 
	(c)	 	If no successor Agent has been appointed under paragraph (b) above within 30 days after
notice of resignation was given, the relevant Agent (other than the Factoring Agent) may
appoint a successor Agent.
	 
	(d)	 	The person(s) appointing a successor Agent must, if practicable, consult with the Borrowers
prior to the appointment.
	 
	(e)	 	The resignation of an Agent and the appointment of any successor Agent will both become
effective only when the following conditions have been satisfied:





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	 	(i)	 	the successor Agent notifies all the Parties that it accepts its appointment;
	 
	 	(ii)	 	the successor Agent confirms that the rights under the Finance Documents (and
any related documentation) have been transferred or assigned to it; and
	 
	 	(iii)	 	no Finance Party (other than that Agent) has notified the Facility Agent that
it is not satisfied with the credit worthiness of the proposed successor Agent within
seven days of the Agent’s notification under paragraph (a) above.






	 	 	On satisfaction of the above conditions the successor Agent will succeed to the position of
an Agent and the term Facility Agent, Security Trustee, Factoring Agent or Issuing Bank will
mean the successor Facility Agent, Security Trustee, Factoring Agent or, as the case may be,
Issuing Bank.
	 
	(f)	 	The retiring Agent must, at its own cost:






	 	(i)	 	make available to the successor Agent those documents and records and provide
any assistance as the successor Agent may reasonably request for the purposes of
performing its functions as an Agent under the Finance Documents; and
	 
	 	(ii)	 	enter into and deliver to the successor Agent those documents and effect any
registrations as may be required for the transfer or assignment of all of its rights
and benefits under the Finance Documents to the successor Agent.






	(g)	 	An Obligor must, at its own cost take any action and enter into and deliver any document
which is required by the relevant Agent (acting on the instructions of the Majority Lenders)
to ensure that a Security Document provides for effective and perfected Security Interests in
favour of any relevant successor Agent.
	 
	(h)	 	Upon its resignation becoming effective, this Clause will continue to benefit the retiring
Agent in respect of any action taken or not taken by it in connection with the Finance
Documents while it was an Agent, and, subject to paragraph (f) above, it will have no further
obligations under any Finance Document.
	 
	(i)	 	The Majority Lenders may, by notice to an Agent, require it to resign under paragraph (b)
above.
	 
	26.15	 	Relationship with Lenders
	 
	(a)	 	Each Agent may treat each Lender as a Lender, entitled to payments under this Agreement and
as acting through its Facility Office(s) until it has received not less than five Business
Days’ prior notice from that Lender to the contrary.
	 
	(b)	 	The Facility Agent may at any time, and must if requested to do so by the Majority Lenders,
arrange a meeting of the Lenders, at the Lenders’ cost.






	(c) 	(i)	 	The Facility Agent must keep a record of all the Parties and, subject to paragraph (ii)
below, supply any other Party with a copy of the record on request. The record will include
each Lender’s Facility Office(s) and contact details for the purposes of this Agreement.






	 	(ii)	 	The Facility Agent shall not be required to provide any Lender with any record
disclosing any other Lender or any other Lender’s contact details.





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	26.16	 	Agent’s management time
	 
	 	 	If an Agent requires, any amount payable to that Agent by any Party under any indemnity or
in respect of any costs or expenses incurred by the Agent under the Finance Documents after
the date of this Agreement may include the cost of using its management time or other
resources and will be calculated on the basis of such reasonable daily or hourly rates as
the Agent may notify to the relevant Party. This is in addition to any amount in respect of
fees or expenses paid or payable to the Agent under any other term of the Finance Documents.
	 
	26.17	 	Notice period
	 
	 	 	Where this Agreement specifies a minimum period of notice to be given to an Agent, that
Agent may, at its discretion, accept a shorter notice period.
	 
	26.18	 	Anti-money laundering and investigations
	 
	 	 	An Agent may take and instruct any delegate to take any action which it in its sole
discretion considers appropriate so as to comply with any applicable law, regulation,
request of a public or regulatory authority or any HSBC Group policy which relates to the
prevention of fraud, money laundering, terrorism or other criminal activities or the
provision of financial and other services to sanctioned persons or entities. Such action may
include but is not limited to the interception and investigation of transactions on the
depositor’s accounts (particularly those involving the international transfer of funds)
including the source of the intended recipient of fund paid into or out of the depositor’s
accounts. In certain circumstances, such action may delay or prevent the processing of the
depositor’s instructions, the settlement of transactions over the depositor’s accounts or an
Agent’s performance of its obligations under this Agreement or any other Finance Document.
Where possible, an Agent will endeavour to notify the depositor of the existence of such
circumstances. Neither an Agent nor any delegate will be liable for any loss (whether direct
or consequential and including, without limitation, loss of profit or interest) caused in
whole or in part by any actions which are taken by an Agent or any delegate pursuant to this
Subclause. For the purposes of this Subclause, the HSBC Group means HSBC Holdings plc its
subsidiaries and associated companies.
	 
	26.19	 	Force Majeure
	 
	 	 	Notwithstanding anything to the contrary in this Agreement or in any other transaction
document, no Agent shall in any event be liable for any failure or delay in the performance
of its obligations hereunder if it is prevented from so performing its obligations by any
existing or future law or regulation, any existing or future act of governmental authority,
act of god, flood, war whether declared or undeclared, terrorism, riot, rebellion, civil
commotion, strike, lockout, other industrial action, general failure of electricity or other
supply, aircraft collision, technical failure, accidental or mechanical or electrical
breakdown, computer failure or failure of any money transmission system or any reason which
is beyond the control of that Agent.
	 
	26.20	 	Waiver of consequential damages
	 
	 	 	Notwithstanding any other term or provision of this Agreement to the contrary, no Agent
shall be liable under any circumstances for special, punitive, indirect or consequential
loss or damage of any kind whatsoever including but not limited to loss of profits, whether
or not foreseeable, even if an Agent is actually aware of or has been advised of the
likelihood of such loss or damage and regardless of whether the claim for such loss or
damage is made in negligence, for breach of contract, breach of trust, breach of fiduciary
obligation or otherwise. The provisions of this





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	 	 	Subclause shall survive the termination or
expiry of this Agreement or the resignation or removal of an Agent.






	27.	 	EVIDENCE AND CALCULATIONS
	 
	27.1	 	Accounts
	 
	 	 	Accounts maintained by a Finance Party in connection with this Agreement are prima facie
evidence of the matters to which they relate for the purpose of any litigation or
arbitration proceedings.
	 
	27.2	 	Certificates and determinations
	 
	 	 	Any certification or determination by a Finance Party of a rate or amount under the Finance
Documents will be, in the absence of manifest error, conclusive evidence of the matters to
which it relates.
	 
	27.3	 	Calculations
	 
	 	 	Any interest or fee accruing under this Agreement accrues from day to day and is calculated
on the basis of the actual number of days elapsed and a year of 360 or 365 days or
otherwise, depending on what the Facility Agent determines is market practice.
	 
	28.	 	FEES
	 
	28.1	 	Facility Agent’s fee
	 
	 	 	The Borrowers must pay to the Facility Agent for its own account an agency fee in the amount
and manner agreed in the Fee Letter between the Facility Agent and the Borrowers.
	 
	28.2	 	Front-end fee
	 
	(a)	 	The Borrowers must pay to Facility Agent for the account of the Original Lenders a front-end
fee in respect of the Tranche A Facility in the amount and manner agreed in the Fee Letter
between Coordinator and the Borrowers.
	 
	(b)	 	The Borrowers must pay to Facility Agent for the account of the Original Lenders a front-end
fee in respect of the Tranche B Facility in the amount and manner agreed in the Fee Letter
between the Coordinator and the Borrowers.
	 
	(c)	 	The Borrowers must pay to Facility Agent for the account of the Original Lenders a front-end
fee in respect of the Tranche C Facility in the amount and manner agreed in the Fee Letter
between the Coordinator and the Borrowers.
	 
	(d)	 	The Borrowers must pay to Facility Agent for the account of the Original Lenders a front-end
fee in respect of the Tranche D Facility in the amount and manner agreed in the Fee Letter
between the Coordinator and the Borrowers.
	 
	28.3	 	Tranche A Loan commitment fee
	 
	(a)	 	The Borrowers must pay to the Facility Agent for each Lender a commitment fee computed at the
rate of 0.2 per cent. per annum on the undrawn, uncancelled amount of each Lender’s Tranche A
Commitment.




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	(b)	 	The commitment fee accrues from the date of this Agreement to and including the last day of
the Availability Period and is payable quarterly in arrear and on the last day of the
Availability Period. Accrued commitment fee is also payable to the Facility Agent for a
Lender on the date its Tranche A Commitment is cancelled in full.
	 
	28.4	 	Tranche B Loan commitment fee
	 
	(a)	 	The Borrowers must pay to the Facility Agent for each Lender a commitment fee computed at the
rate of 0.2 per cent. per annum on the undrawn, uncancelled amount of each Lender’s Tranche B
Commitment.
	 
	(b)	 	The commitment fee accrues from the date of this Agreement to and including the last day of
the Availability Period and is payable quarterly in arrear and on the last day of the
Availability Period. Accrued commitment fee is also payable to the Facility Agent for a
Lender on the date its Tranche B Commitment is cancelled in full.
	 
	28.5	 	Tranche C Loan commitment fee
	 
	(a)	 	The Borrowers must pay to the Facility Agent for each Lender a commitment fee computed at the
rate of 0.2 per cent. per annum on the undrawn, uncancelled amount of each Lender’s Tranche C
Commitment.
	 
	(b)	 	The commitment fee accrues from the date of this Agreement to and including the last day of
the Availability Period and is payable quarterly in arrear and on the last day of the
Availability Period. Accrued commitment fee is also payable to the Facility Agent for a
Lender on the date its Tranche C Commitment is cancelled in full.
	 
	28.6	 	Tranche D Loan commitment fee
	 
	(a)	 	The Borrowers must pay to the Facility Agent for each Lender a commitment fee computed at the
rate of 0.2 per cent. per annum on the undrawn, uncancelled amount of each Lender’s Tranche D
Commitment.
	 
	(b)	 	The commitment fee accrues from the date of this Agreement to and including the last day of
the Availability Period and is payable quarterly in arrear and on the last day of the
Availability Period. Accrued commitment fee is also payable to the Facility Agent for a
Lender on the date its Tranche D Commitment is cancelled in full.
	 
	28.7	 	Security Trustee’s fee
	 
	 	 	The Borrowers must pay to the Security Trustee for its own account a security trustee fee in
the amount and manner agreed in the Fee Letter between the Security Trustee and the
Borrowers.
	 
	28.8	 	Security Agent’s fee
	 
	 	 	The Borrowers must pay to the Security Agent for its own account an agency fee in the amount
and manner agreed in the Fee Letter between the Security Agent and the Borrowers.





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	29.	 	INDEMNITIES AND BREAK COSTS
	 
	29.1	 	Currency indemnity
	 
	(a)	 	Each Borrower must, as an independent obligation, indemnify each Finance Party against any
loss or liability which that Finance Party incurs as a consequence of:






	 	(i)	 	that Finance Party receiving an amount in respect of an Obligor’s liability
under the Finance Documents; or
	 
	 	(ii)	 	that liability being converted into a claim, proof, judgment or order,






	 	 	in a currency other than the currency in which the amount is expressed to be payable under
the relevant Finance Document.
	 
	(b)	 	Unless otherwise required by law, each Obligor waives any right it may have in any
jurisdiction to pay any amount under the Finance Documents in a currency other than that in
which it is expressed to be payable.
	 
	29.2	 	Other indemnities
	 
	(a)	 	Each Borrower must indemnify each Finance Party against any loss or liability which that
Finance Party incurs as a consequence of:






	 	(i)	 	the occurrence of any Event of Default;
	 
	 	(ii)	 	the information produced or approved by an Obligor being or being alleged to be
misleading and/or deceptive in any respect
	 
	 	(iii)	 	any enquiry, investigation, subpoena (or similar order) or litigation with
respect to any Obligor or with respect to the transactions contemplated or financed
under the Finance Documents;
	 
	 	(iv)	 	any failure by an Obligor to pay any amount due under a Finance Document on its
due date, including any resulting from any distribution or redistribution of any amount
among the Lenders under this Agreement;
	 
	 	(v)	 	(other than by reason of negligence or default by that Finance Party alone) a
Credit not being made after a Request has been delivered for that Credit; or
	 
	 	(vi)	 	a Credit (or part of a Credit) not being prepaid in accordance with this
Agreement.






	 	 	Each Borrower’s liability in each case includes any loss or expense on account of funds
borrowed, contracted for or utilised to fund any amount payable under any Finance Document
or any Credit.
	 
	(b)	 	Each Borrower must indemnify the Facility Agent against any loss or liability incurred by the
Facility Agent as a result of:






	 	(i)	 	investigating any event which the Facility Agent reasonably believes to be a
Default; or
	 
	 	(ii)	 	acting or relying on any notice which the Facility Agent reasonably believes to
be genuine, correct and appropriately authorised.





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	29.3	 	Break Costs
	 
	(a)	 	Each Borrower must pay to each Lender its Break Costs if a Loan or an overdue amount is
repaid or prepaid otherwise than on the last day of any Interest Period applicable to it.
	 
	(b)	 	Break Costs are the amount (if any) determined by the relevant Lender by which:






	 	(i)	 	the interest which that Lender would have received for the period from the date
of receipt of any part of its share in a Loan or an overdue amount to the last day of
the applicable Interest Period for that Loan or overdue amount if the principal or
overdue amount received had been paid on the last day of that Interest Period;






	 	 	exceeds






	 	(ii)	 	the amount which that Lender would be able to obtain by placing an amount equal
to the amount received by it on deposit with a leading bank in the appropriate
interbank market for a period starting on the Business Day following receipt and ending
on the last day of the applicable Interest Period.






	(c)	 	Each Lender must supply to the Facility Agent for the relevant Borrower details of the amount
of any Break Costs claimed by it under this Subclause.
	 
	30.	 	EXPENSES
	 
	30.1	 	Initial costs
	 
	 	 	Each Borrower must pay to each Administrative Party the amount of all costs and expenses
(including legal fees) reasonably incurred by it in connection with the negotiation,
preparation, printing, entry into and syndication of the Finance Documents.
	 
	30.2	 	Subsequent costs
	 
	 	 	Each Borrower must pay to each Agent the amount of all costs and expenses (including legal
fees) reasonably incurred by it in connection with:






	 	(a)	 	the negotiation, preparation, printing and entry into of any Finance Document
(other than a Transfer Certificate) entered into after the date of this Agreement;
	 
	 	(b)	 	any amendment, waiver or consent requested by or on behalf of an Obligor or
specifically allowed by a Finance Document;
	 
	 	(c)	 	its resignation pursuant to paragraph (i) of Subclause 26.13 (Resignation of an
Agent); and
	 
	 	(d)	 	the administration of the Facilities.






	30.3	 	Enforcement costs
	 
	 	 	Each Borrower must pay to each Finance Party the amount of all costs and expenses (including
legal fees) incurred by it in connection with:






	 	(a)	 	the enforcement of, or the preservation of any rights under, any Finance
Documents; or





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	 	(b)	 	any proceedings instituted by or against that Finance Party as a consequence of
it entering into a Finance Document.






	31.	 	AMENDMENTS AND WAIVERS
	 
	31.1	 	Procedure
	 
	(a)	 	Except as provided in this Clause, any term of the Finance Documents may be amended or waived
with the agreement of the Company and the Majority Lenders. The Facility Agent may effect, on
behalf of any Finance Party, an amendment or waiver allowed under this Clause.
	 
	(b)	 	The Facility Agent must promptly notify the other Parties of any amendment or waiver effected
by it under paragraph (a) above. Any such amendment or waiver is binding on all the Parties.
	 
	(c)	 	Each Obligor agrees to any amendment or waiver allowed by this Clause which is agreed to by
the Company. This includes any amendment or waiver which would, but for this paragraph,
require the consent of each Guarantor if the guarantee under the Finance Documents is to
remain in full force and effect.






	31.2	 	Exceptions
	 
	(a)	 	An amendment or waiver which relates to:






	 	(i)	 	the definition of Majority Lenders in Subclause 1.1 (Definitions);
	 
	 	(ii)	 	an extension of the date of payment of any amount to a Lender under the Finance
Documents;
	 
	 	(iii)	 	a reduction in the Margin or a reduction in the amount of any payment or
change in currency of principal, interest, fee or other amount payable to a Lender
under the Finance Documents;
	 
	 	(iv)	 	an increase in, or an extension of, a Commitment or the Total Commitments;
	 
	 	(v)	 	a release of an Obligor other than in accordance with the terms of this
Agreement;
	 
	 	(vi)	 	a release of any Security Document other than in accordance with the terms of
the Finance Documents;
	 
	 	(vii)	 	a term of a Finance Document which expressly requires the consent of each
Lender;
	 
	 	(viii)	 	the right of a Lender to assign or transfer its rights or obligations under the
Finance Documents; or
	 
	 	(ix)	 	this Clause,






	 	 	may only be made with the consent of all the Lenders.
	 
	(b)	 	An amendment or waiver which relates to the rights or obligations of an Administrative Party
may only be made with the consent of that Administrative Party.
	 
	(c)	 	A Fee Letter may be amended or waived with the agreement of the Administrative Party that is
a party to that Fee Letter and the Company.





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	31.3	 	Change of currency
	 
	 	 	If a change in any currency of a country occurs (including where there is more than one
currency or currency unit recognised at the same time as the lawful currency of a country),
the Finance Documents will be amended to the extent the Facility Agent (acting reasonably
and after consultation with the Company) determines is necessary to reflect the change.
	 
	31.4	 	Waivers and remedies cumulative
	 
	 	 	The rights of each Finance Party under the Finance Documents:






	 	(a)	 	may be exercised as often as necessary;
	 
	 	(b)	 	are cumulative and not exclusive of its rights under the general law; and
	 
	 	(c)	 	may be waived only in writing and specifically.






	 	 	Delay in exercising or non-exercise of any right is not a waiver of that right.
	 
	32.	 	CHANGES TO THE PARTIES
	 
	32.1	 	Assignments and transfers by Obligors
	 
	 	 	No Obligor may assign or transfer any of its rights and obligations under the Finance
Documents without the prior consent of all the Lenders.
	 
	32.2	 	Assignments and transfers by Lenders






	(a)	 	Subject to the following provisions of this Clause, a Lender (the Existing Lender) may at any
time:






	 	(i)	 	assign any of its rights; or
	 
	 	(ii)	 	transfer either by way of novation or by way of assignment, assumption and
release any of its rights or obligations under this Agreement,






	 	 	to another bank or financial institution or to a trust, fund or other entity which is
regularly engaged in or established for the purpose of making, purchasing or investing in
loans, securities or other financial assets (the New Lender) without the consent of any
Obligor.
	 
	32.3	 	Conditions to assignment or transfer
	 
	(a)	 	The Facility Agent is not obliged to enter into a Transfer Certificate or otherwise give
effect to an assignment or transfer until it has completed all customer due diligence
requirements to its satisfaction. .
	 
	(b)	 	Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for
its own account, on or before the date any assignment or transfer occurs, a fee of US$2,000.
	 
	(c)	 	Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no
amount is or may be owed to or by it under this Agreement.





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	32.4	 	Procedure for assignment of rights
	 
	 	 	An assignment of rights will only be effective on receipt by the Facility Agent of written
confirmation from the New Lender (in form and substance satisfactory to the Facility Agent)
that the New Lender will, in relation to the assigned rights, assume obligations to the
other Finance Parties equivalent to those it would have been under if it had been an
Original Lender.
	 
	32.5	 	Procedure for transfer using a Transfer Certificate
	 
	(a)	 	In this Subclause:
	 
	 	 	Transfer Date means, in relation to a transfer, the later of:






	 	(i)	 	the proposed Transfer Date specified in that Transfer Certificate; and
	 
	 	(ii)	 	the date on which the Facility Agent enters into that Transfer Certificate.






	(b)	 	A transfer of rights or obligations using a Transfer Certificate will be effective if:






	 	(i)	 	the Existing Lender and the New Lender deliver to the Facility Agent a duly
completed Transfer Certificate; and
	 
	 	(ii)	 	the Facility Agent enters into it.






	(c)	 	Where a transfer is to be effected by an assignment, assumption and release, on the Transfer
Date:






	 	(i)	 	the Existing Lender will assign absolutely to the New Lender the Existing
Lender’s rights expressed to be the subject of the assignment in the Transfer
Certificate;
	 
	 	(ii)	 	the New Lender will assume obligations equivalent to those obligations of the
Existing Lender expressed to be the subject of the assumption in the Transfer
Certificate;
	 
	 	(iii)	 	to the extent the obligations referred to in subparagraph (ii) above are
effectively assumed by the New Lender, the Existing Lender will be released from its
obligations referred to in the Transfer Certificate; and
	 
	 	(iv)	 	the New Lender will become a Lender under this Agreement and will be bound by
the terms of this Agreement as a Lender.






	(d)	 	Where a transfer is to be effected using a novation on the Transfer Date:






	 	(i)	 	the New Lender will assume the rights and obligations of the Existing Lender
expressed to be the subject of the novation in the Transfer Certificate in substitution
for the Existing Lender;
	 
	 	(ii)	 	the Existing Lender will be released from those obligations and cease to have
those rights; and
	 
	 	(iii)	 	the New Lender will become a Lender under this Agreement and be bound by the
terms of this Agreement.




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	(e)	 	The Facility Agent must enter into a Transfer Certificate delivered to it and which appears
on its face to be in order as soon as reasonably practicable and, as soon as reasonably
practicable after it has entered into a Transfer Certificate, send a copy of that Transfer
Certificate to the Company.
	 
	(f)	 	Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the
Facility Agent to enter into and deliver any duly completed Transfer Certificate on its
behalf.
	 
	32.6	 	Limitation of responsibility of Existing Lender
	 
	(a)	 	Unless expressly agreed to the contrary, an Existing Lender makes no representation or
warranty and assumes no responsibility to a New Lender for:






	 	(i)	 	the financial condition of an Obligor; or
	 
	 	(ii)	 	the legality, validity, effectiveness, enforceability, adequacy, accuracy,
completeness or performance of:






	 	(A)	 	any Finance Document or any other document;
	 
	 	(B)	 	any statement or information (whether written or oral) made in or
supplied in connection with any Finance Document; or
	 
	 	(C)	 	any observance by an Obligor of its obligations under any Finance
Document or any other document,






	 	 	and any representations or warranties implied by law are excluded.
	 
	(b)	 	Each New Lender confirms to the Existing Lender and the other Finance Parties that it:






	 	(i)	 	has made, and will continue to make, its own independent appraisal of all risks
arising under or in connection with the Finance Documents (including the financial
condition and affairs of each Obligor and its related entities and the nature and
extent of any recourse against any Party or its assets) in connection with its
participation in this Agreement; and
	 
	 	(ii)	 	has not relied exclusively on any information supplied to it by the Existing
Lender in connection with any Finance Document.






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






	 	(i)	 	accept a re-transfer from a New Lender of any of the rights and obligations
assigned or transferred under this Clause; or
	 
	 	(ii)	 	support any losses incurred by the New Lender by reason of the non-performance
by any Obligor of its obligations under any Finance Document or otherwise.






	32.7	 	Costs resulting from change of Lender or Facility Office
	 
	 	 	If:






	 	(a)	 	a Lender assigns or transfers any of its rights and obligations under the
Finance Documents or changes its Facility Office; and




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	 	(b)	 	as a result of circumstances existing at the date the assignment, transfer or
change occurs, an Obligor would be obliged to pay a Tax Payment or an Increased Cost,






	 	 	then unless the assignment or transfer is made as a result of Clause 17 (Mitigation), the
Obligor need only pay that Tax Payment or Increased Cost to the same extent that it would
have been obliged to if no assignment, transfer or change had occurred.
	 
	32.8	 	Additional Guarantors
	 
	(a)	 	The Company shall procure that each of its Material Subsidiary incorporated outside the PRC
(other than Meadville Aspocomp (BVI) Holdings Limited and its Subsidiaries) becomes a
Guarantor within 14 days of it becoming a Material Subsidiary.
	 
	(b)	 	If the Company:






	 	(i)	 	requests that one of its Subsidiaries becomes an Additional Guarantor; or
	 
	 	(ii)	 	is required to make one of its Subsidiaries an Additional Guarantor,






	 	 	it must give not less than 10 Business Days prior notice to the Facility Agent (and the
Facility Agent must promptly notify the Lenders).
	 
	(c)	 	If the accession of an Additional Guarantor requires any Finance Party to carry out customer
due diligence requirements in circumstances where the necessary information is not already
available to it, the Company must promptly on request by any Finance Party supply to that
Finance Party any documentation or other evidence which is reasonably requested by that
Finance Party (whether for itself, on behalf of any Finance Party or any prospective new
Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with
the results of all applicable customer due diligence requirements.
	 
	(d)	 	If one of the Subsidiaries of the Company is to become an Additional Guarantor, then the
Company must (following consultation with the Facility Agent) deliver to the Facility Agent
the relevant documents and evidence listed in Part 2 of Schedule 2 (Conditions precedent
documents).
	 
	(e)	 	The relevant Subsidiary will become an Additional Guarantor when the Facility Agent notifies
the other Finance Parties and the Company that it has received all of the documents and
evidence referred to in paragraph (c) above in form and substance satisfactory to it (acting
on the instructions of the Majority Lenders). The Facility Agent must give this notification
as soon as reasonably practicable.
	 
	(f)	 	Delivery of an Accession Agreement, entered into by the relevant Subsidiary and the Company,
to the Facility Agent constitutes confirmation by that Subsidiary and the Company that the
Repeating Representations are correct as at the date of delivery.
	 
	32.9	 	Resignation of an Obligor (other than the Company)
	 
	(a)	 	The Company may request that an Obligor (other than the Company) ceases to be an Obligor by
giving to the Facility Agent a duly completed Resignation Request.
	 
	(b)	 	The Facility Agent must accept a Resignation Request and notify the Company and the Lenders
of its acceptance if:






	 	(i)	 	in the case of a Guarantor, all Lenders have consented to the Resignation
Request;




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	 	(ii)	 	it is not aware that a Default is outstanding or would result from the
acceptance of the Resignation Request; and
	 
	 	(iii)	 	no amount owed by that Obligor under this Agreement is still outstanding.






	(c)	 	The Obligor will cease to be a Borrower and/or a Guarantor, as appropriate, when the Facility
Agent gives the notification referred to in paragraph (b) above.
	 
	(d)	 	An Obligor (other than the Company) may also cease to be an Obligor in any other manner
approved by the Majority Lenders.
	 
	32.10	 	Changes to the Reference Banks
	 
	 	 	If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an
Affiliate) ceases to be a Lender, the Facility Agent must (in consultation with the Company)
appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.
	 
	33.	 	DISCLOSURE OF INFORMATION
	 
	(a)	 	Each Finance Party must keep confidential any information supplied to it by or on behalf of
any Obligor in connection with the Finance Documents. However, a Finance Party is entitled to
disclose information:






	 	(i)	 	which is publicly available, other than as a result of a breach by that Finance
Party of this Clause;
	 
	 	(ii)	 	in connection with any legal or arbitration proceedings;
	 
	 	(iii)	 	if required to do so under any law or regulation;
	 
	 	(iv)	 	to its head office, any of its Subsidiaries or Subsidiaries of its Holding
Company, Affiliates, representatives and branch offices in any jurisdiction (together
with it, the Permitted Parties);
	 
	 	(v)	 	to a court, a tribunal, a governmental or quasi-governmental, banking, taxation
or other supervisory or regulatory authority with jurisdiction over the Permitted
Parties;
	 
	 	(vi)	 	to its professional advisers and service providers of the Permitted Parties;
	 
	 	(vii)	 	to any rating agency, insurer, insurance or insurance broker of, or direct or
indirect provider of credit protection to any Permitted Party;
	 
	 	(viii)	 	to any actual or potential assignee, novatee, transferee, participant,
sub-participant, provider of hedging arrangement (including any agent or professional
adviser of any of the foregoing) in relation to that Finance Party’s rights and/or
obligations under any Finance Documents or any other transaction under which payments
are to be made by reference to this Agreement or any Obligor;
	 
	 	(ix)	 	to another Obligor or any other member of the Group; or
	 
	 	(x)	 	with the agreement of the relevant Obligor.




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	(b)	 	This Clause supersedes any previous confidentiality undertaking given by a Finance Party in
connection with this Agreement prior to it becoming a Party.
	 
	34.	 	SET-OFF
	 
	 	 	A Finance Party may set off any matured obligation owed to it by an Obligor under the
Finance Documents (to the extent beneficially owned by that Finance Party) against any
obligation (whether or not matured) owed by that Finance Party to an Obligor, regardless of
the place of payment, booking branch or currency of either obligation. If the obligations
are in different currencies, the
Finance Party may convert either obligation at a market rate of exchange in its usual course
of business for the purpose of the set-off.
	 
	35.	 	PRO RATA SHARING
	 
	35.1	 	Redistribution
	 
	 	 	If a Finance Party (the recovering Finance Party) receives or recovers any amount from an
Obligor other than in accordance with this Agreement (a recovery) and applies that amount to
a payment due under a Finance Document, then:






	 	(a)	 	the recovering Finance Party must, within three Business Days, supply details
of the recovery to the Facility Agent;
	 
	 	(b)	 	the Facility Agent must calculate whether the recovery is in excess of the
amount which the recovering Finance Party would have received if the recovery had been
received and distributed by the Facility Agent in accordance with this Agreement
without taking account of any Tax which would be imposed on the Facility Agent in
relation to a recovery or distribution; and
	 
	 	(c)	 	the recovering Finance Party must pay to the Facility Agent an amount equal to
the excess (the redistribution).






	35.2	 	Effect of redistribution
	 
	(a)	 	The Facility Agent must treat a redistribution as if it were a payment by the relevant
Obligor under this Agreement and distribute it among the Finance Parties, other than the
recovering Finance Party, accordingly.
	 
	(b)	 	When the Facility Agent makes a distribution under paragraph (a) above, the recovering
Finance Party will be subrogated to the rights of the Finance Parties which have shared in
that redistribution.
	 
	(c)	 	If and to the extent that the recovering Finance Party is not able to rely on any rights of
subrogation under paragraph (b) above, the relevant Obligor will owe the recovering Finance
Party a debt which is equal to the redistribution, immediately payable and of the type
originally discharged.
	 
	(d)	 	If:






	 	(i)	 	a recovering Finance Party must subsequently return a recovery, or an amount
measured by reference to a recovery, to an Obligor; and
	 
	 	(ii)	 	the recovering Finance Party has paid a redistribution in relation to that
recovery,




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	 	 	each Finance Party, on the request of the Facility Agent, must reimburse the recovering
Finance Party all or the appropriate portion of the redistribution paid to that Finance
Party, together with interest for the period while it held the redistribution. In this
event, the subrogation in paragraph (b) above will operate in reverse to the extent of the
reimbursement.
	 
	35.3	 	Exceptions
	 
	 	 	Notwithstanding any other term of this Clause, a recovering Finance Party need not pay a
redistribution to the extent that:






	 	(a)	 	it would not, after the payment, have a valid claim against the relevant
Obligor in the amount of the redistribution; or
	 
	 	(b)	 	it would be sharing with another Finance Party any amount which the recovering
Finance Party has received or recovered as a result of legal or arbitration
proceedings, where:






	 	(i)	 	the recovering Finance Party notified the Facility Agent of those
proceedings; and
	 
	 	(ii)	 	the other Finance Party had an opportunity to participate in
those proceedings but did not do so or did not take separate legal or
arbitration proceedings as soon as reasonably practicable after receiving notice
of them.






	36.	 	SEVERABILITY
	 
	 	 	If a term of a Finance Document is or becomes illegal, invalid or unenforceable in any
respect under any jurisdiction, that will not affect:






	 	(a)	 	the legality, validity or enforceability in that jurisdiction of any other term
of the Finance Documents; or
	 
	 	(b)	 	the legality, validity or enforceability in other jurisdictions of that or any
other term of the Finance Documents.






	37.	 	COUNTERPARTS
	 
	 	 	Each Finance Document may be executed in any number of counterparts. This has the same
effect as if the signatures on the counterparts were on a single copy of the Finance
Document.
	 
	38.	 	NOTICES
	 
	38.1	 	In writing
	 
	(a)	 	Any communication in connection with a Finance Document must be in writing and, unless
otherwise stated, may be given:






	 	(i)	 	in person, by post or fax; or
	 
	 	(ii)	 	to the extent agreed by the Parties making and receiving communication, by
e-mail or other electronic communication.






	(b)	 	For the purpose of the Finance Documents, an electronic communication will be treated as
being in writing.





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	(c)	 	Unless it is agreed to the contrary, any consent or agreement required under a Finance
Document must be given in writing.






	38.2	 	Contact details






	(a)	 	Except as provided below, the contact details of each Party for all communications in
connection with the Finance Documents are those notified by that Party for this purpose to the
Facility Agent on or before the date it becomes a Party.
	 
	(b)	 	The contact details of the Company for this purpose are:





	 	 	 

	Address:

	 	No. 4, Dai Shun Street, Tai Po Industrial Estate,
	 

	 	Tai Po, New Territories
	 

	 	Hong Kong
	Fax number:

	 	+852 2660 1938 / +852 2662 4788 / +852 2660 4945
	E-mail:

	 	canice.chung@meadvillegroup.com / louis.lee@meadvillegroup.com / lily.choi@meadvillegroup.com
	Attention:

	 	Executive Director — Mr Canice Chung / Vice President — Group Finance — Mr Louis Lee / Group Financial Controller — Ms Lily Choi







	(c)	 	The contact details of the Parent for this purpose are:





	 	 	 

	Address:

	 	2630 S.Harbor Boulevard
	Fax number:

	 	+1 (714) 241 9723
	E-mail:

	 	tamy@ttmtech.com
	Attention:

	 	Todd E. Amy







	(d)	 	The contact details of the Facility Agent for this purpose are:





	 	 	 

	Address:

	 	Corporate Trust and Loan Agency
	 

	 	Level 30, 1 Queen’s Road Central
	 

	 	Hong Kong
	Fax number:

	 	+ 852 2523 4641







	(e)	 	The contact details of the Security Trustee for this purpose are:





	 	 	 

	Address:

	 	L21, Tower 2, Enterprise Square V
	 

	 	38 Wang Chiu Road
	 

	 	Kowloon Bay
	 

	 	Kowloon, Hong Kong
	Fax number:

	 	+852 2997 3637
	E-mail:

	 	richardcheung@hangseng.com / vincentleung@hangseng.com / janicechiu@hangseng.com
	Attention:

	 	Mr Richard Cheung / Mr Vincent Leung / Ms Janice Chiu







	(f)	 	The contact details of the Factoring Agent for this purpose are:





	 	 	 

	Address:

	 	Level 8, HSBC TST Building, 82-84 Nathan Road, Tsimshatsui,
	 

	 	Kowloon, Hong Kong
	Fax number:

	 	(852) 2368 7287
	E-mail:

	 	candykywan@hsbc.com.hk
	Attention:

	 	Miss Candy Wan, Vice President, Receivable Finance Division




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	(g)	 	The contact details of the Issuing Bank for this purpose are:





	 	 	 

	Address:

	 	18/F., Somerset House, Taikoo Place, 979 King’s Road, Quarry
Bay, Hong Kong
	Fax number:

	 	(852) 3603 4503 / (852) 3603 4504
	E-mail:

	 	tony_wong@citickawahbank.com / ts_fung@citickawahbank.com
	Attention:

	 	Mr. Tony Wong, Assistant Vice President / Mr. Fung Tin Sau,
Manager — Bills Department







	(h)	 	Any Party may change its contact details by giving five Business Days’ notice to the Facility
Agent or (in the case of the Facility Agent) to the other Parties.
	 
	(i)	 	Where a Party nominates a particular department or officer to receive a communication, a
communication will not be effective if it fails to specify that department or officer.






	38.3	 	Effectiveness






	(a)	 	Except as provided below, any communication in connection with a Finance Document will be
deemed to be given as follows:






	 	(i)	 	if delivered in person, at the time of delivery;
	 
	 	(ii)	 	if posted, five Business Days after being deposited in the post, postage
prepaid, in a correctly addressed envelope;
	 
	 	(iii)	 	if by fax, when received in legible form; and
	 
	 	(iv)	 	if by e-mail or any other electronic communication, when received in legible
form.






	(b)	 	A communication given under paragraph (a) above but received on a non-working day or after
business hours in the place of receipt will only be deemed to be given on the next working day
in that place.
	 
	(c)	 	A communication to the Facility Agent will only be effective on actual receipt by it.






	38.4	 	Obligors






	(a)	 	All communications under the Finance Documents to or from an Obligor must be sent through the
Facility Agent.
	 
	(b)	 	All communications under the Finance Documents to or from an Obligor (other than the Company)
must be sent through the Company.
	 
	(c)	 	Each Obligor (other than the Company) irrevocably appoints the Company to act as its agent:






	 	(i)	 	to give and receive all communications under the Finance Documents;
	 
	 	(ii)	 	to supply all information concerning itself to any Finance Party; and
	 
	 	(iii)	 	to sign all documents under or in connection with the Finance Documents.






	(d)	 	Any communication given to the Company in connection with a Finance Document will be deemed
to have been given also to the other Obligors.





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	(e)	 	Each Finance Party may assume that any communication made by the Company is made with the
consent of each other Obligor (other than the Parent and TTM International).
	 
	(f)	 	Each Finance Party may assume that any communication made by the Parent is made with the
consent of TTM International.






	38.5	 	Use of websites
	 
	(a)	 	Except as provided below, the Company may deliver any information under this Agreement to a
Lender by posting it on to an electronic website if:






	 	(i)	 	the Facility Agent and the Lender agree;
	 
	 	(ii)	 	the Company and the Facility Agent designate an electronic website for this
purpose;
	 
	 	(iii)	 	the Company notifies the Facility Agent of the address of and password for the
website; and
	 
	 	(iv)	 	the information posted is in a format agreed between the Company and the
Facility Agent.






	 	 	The Facility Agent must supply each relevant Lender with the address of and password for the
website.
	 
	(b)	 	Notwithstanding the above, the Company must supply to the Facility Agent in paper form a copy
of any information posted on the website together with sufficient copies for:






	 	(i)	 	any Lender not agreeing to receive information via the website; and
	 
	 	(ii)	 	within 10 Business Days of request any other Lender, if that Lender so
requests.






	(c)	 	The Company must, promptly upon becoming aware of its occurrence, notify the Facility Agent
if:






	 	(i)	 	the website cannot be accessed;
	 
	 	(ii)	 	the website or any information on the website is infected by any electronic
virus or similar software;
	 
	 	(iii)	 	the password for the website is changed; or
	 
	 	(iv)	 	any information to be supplied under this Agreement is posted on the website or
amended after being posted.






	 	 	If the circumstances in sub-paragraphs (i) or (ii) above occur, the Company must supply any
information required under this Agreement in paper form until the Facility Agent is
satisfied that the circumstances giving rise to the notification are no longer continuing.






	39.	 	LANGUAGE






	(a)	 	Any notice given in connection with a Finance Document must be in English.
	 
	(b)	 	Any other document provided in connection with a Finance Document must be:






	 	(i)	 	in English; or





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	 	(ii)	 	(unless the Facility Agent otherwise agrees) accompanied by a certified English
translation. In this case, the English translation prevails unless the document is a
statutory or other official document.






	40.	 	GOVERNING LAW
	 
	 	 	This Agreement is governed by Hong Kong law.






	41.	 	ENFORCEMENT
	 
	41.1	 	Jurisdiction






	(a)	 	The Hong Kong courts have exclusive jurisdiction to settle any dispute arising out of or in
connection with any Finance Document.
	 
	(b)	 	The Hong Kong courts are the most appropriate and convenient courts to settle any such
dispute in connection with any Finance Document. Each Obligor agrees not to argue to the
contrary and waives objection to those courts on the grounds of inconvenient forum or
otherwise in relation to proceedings in connection with any Finance Document.
	 
	(c)	 	This Clause is for the benefit of the Finance Parties only. To the extent allowed by law, a
Finance Party may take:






	 	(i)	 	proceedings in any other court; and
	 
	 	(ii)	 	concurrent proceedings in any number of jurisdictions.






	(d)	 	References in this Clause to a dispute in connection with a Finance Document includes any
dispute as to the existence, validity or termination of that Finance Document.






	41.2	 	Service of process
	 
	(a)	 	Each Obligor not incorporated in Hong Kong irrevocably appoints Meadville Enterprises (HK)
Limited as its agent under the Finance Documents for service of process in any proceedings
before the Hong Kong courts in connection with any Finance Document.
	 
	(b)	 	If any person appointed as process agent under this Clause is unable for any reason to so
act, the Company (on behalf of all the Obligors) must immediately (and in any event within
seven days of the event taking place) appoint another agent on terms acceptable to the
Facility Agent. Failing this, the Facility Agent may appoint another process agent for this
purpose.
	 
	(c)	 	Each Obligor agrees that failure by a process agent to notify it of any process will not
invalidate the relevant proceedings.
	 
	(d)	 	This Clause does not affect any other method of service allowed by law.






	41.3	 	Waiver of immunity
	 
	 	 	Each Obligor irrevocably and unconditionally:






	 	(a)	 	agrees not to claim any immunity from proceedings brought by a Finance Party
against it in relation to a Finance Document and to ensure that no such claim is made
on its behalf;





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	 	(b)	 	consents generally to the giving of any relief or the issue of any process in
connection with those proceedings; and
	 
	 	(c)	 	waives all rights of immunity in respect of it or its present or future assets.






	41.4	 	Waiver of trial by jury
	 
	 	 	EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN
CONNECTION WITH ANY FINANCE DOCUMENT OR ANY TRANSACTION CONTEMPLATED BY ANY FINANCE
DOCUMENT. THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY COURT.




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



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SCHEDULE 1




ORIGINAL PARTIES



	 	 	 	 	 	 	 
	 	 	 	 	Registration number
	Name of Borrower	 	Jurisdiction of Incorporation	 	(or equivalent, if any)
	Meadville Enterprises (HK) Limited
	 	Hong Kong	 	 	1067950	 
	Mica-Ava China Limited
	 	Hong Kong	 	 	160381	 
	Oriental Printed Circuits Limited
	 	Hong Kong	 	 	111984	 
	MTG (PCB) No.2 (BVI) Limited
	 	British Virgin Islands	 	 	1443420	 
	OPC Manufacturing Limited
	 	Hong Kong	 	 	165090	 






	 	 	 	 	 	 	 
	 	 	 	 	Registration number
	Name of Original Guarantor	 	Jurisdiction of Incorporation	 	(or equivalent, if any)
	Meadville Enterprises (HK) Limited
	 	Hong Kong	 	 	1067950	 
	Mica-Ava China Limited
	 	Hong Kong	 	 	160381	 
	Oriental Printed Circuits Limited
	 	Hong Kong	 	 	111984	 
	MTG (PCB) No.2 (BVI) Limited
	 	British Virgin Islands	 	 	1443420	 
	OPC Manufacturing Limited
	 	Hong Kong	 	 	165090	 
	MTG Management (BVI) Limited
	 	British Virgin Islands	 	 	1046851	 
	MTG PCB (BVI) Limited
	 	British Virgin Islands	 	 	1046852	 






	 	 	 	 	 
	Name of Original Lender	 	Tranche A Commitments (USD)
	The Hongkong and Shanghai Banking Corporation
Limited
	 	 	120,171,673	 
	Standard Chartered Bank (Hong Kong) Limited
	 	 	60,085,837	 
	CITIC Ka Wah Bank Limited
	 	 	51,072,961	 
	DBS Bank (Hong Kong) Limited
	 	 	48,068,670	 





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	Name of Original Lender	 	Tranche A Commitments (USD)
	Hang Seng Bank Limited
	 	 	45,064,378	 
	The Bank of East Asia, Limited
	 	 	21,030,043	 
	Chong Hing Bank Limited
	 	 	4,506,438	 
	 
	 	 	 	 
	Total Tranche A Commitments
	 	 	350,000,000	 
	 
	 	 	 	 





	 	 	 	 	 
	Name of Original Lender	 	Tranche B Commitments (USD)
	The Hongkong and Shanghai Banking Corporation
Limited
	 	 	30,042,920	 
	Standard Chartered Bank (Hong Kong) Limited
	 	 	15,021,459	 
	CITIC Ka Wah Bank Limited
	 	 	12,768,240	 
	DBS Bank (Hong Kong) Limited
	 	 	12,017,167	 
	Hang Seng Bank Limited
	 	 	11,266,094	 
	The Bank of East Asia, Limited
	 	 	5,257,511	 
	Chong Hing Bank Limited
	 	 	1,126,609	 
	 
	 	 	 	 
	Total Tranche B Commitments
	 	 	87,500,000	 
	 
	 	 	 	 





	 	 	 	 	 
	Name of Original Lender	 	Tranche C Commitments (USD)
	The Hongkong and Shanghai Banking Corporation
Limited
	 	 	22,317,596	 
	Standard Chartered Bank (Hong Kong) Limited
	 	 	11,158,798	 
	CITIC Ka Wah Bank Limited
	 	 	9,484,979	 
	DBS Bank (Hong Kong) Limited
	 	 	8,927,039	 






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	Name of Original Lender	 	Tranche C Commitments (USD)
	Hang Seng Bank Limited
	 	 	8,369,099	 
	The Bank of East Asia, Limited
	 	 	3,905,579	 
	Chong Hing Bank Limited
	 	 	836,910	 
	 
	 	 	 	 
	Total Tranche C Commitments
	 	 	65,000,000	 
	 
	 	 	 	 





	 	 	 	 	 
	Name of Original Lender	 	Tranche D Commitments (USD)
	The Hongkong and Shanghai Banking Corporation
Limited
	 	 	27,467,811	 
	Standard Chartered Bank (Hong Kong) Limited
	 	 	13,733,906	 
	CITIC Ka Wah Bank Limited
	 	 	11,673,820	 
	DBS Bank (Hong Kong) Limited
	 	 	10,987,124	 
	Hang Seng Bank Limited
	 	 	10,300,429	 
	The Bank of East Asia, Limited
	 	 	4,806,867	 
	Chong Hing Bank Limited
	 	 	1,030,043	 
	 
	 	 	 	 
	Total Tranche D Commitments
	 	 	80,000,000	 
	 
	 	 	 	 





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SCHEDULE 2




CONDITIONS PRECEDENT DOCUMENTS



PART 1



TO BE DELIVERED BEFORE THE FIRST REQUEST



Corporate documentation





	1.	 	A certified copy of the constitutional documents of each Obligor and each Security Provider.
	 
	2.	 	A certified copy of a resolution of the board of directors of each Obligor and each Security
Provider approving the terms of, and the transactions contemplated by, this Agreement.
	 
	3.	 	A certified copy of a resolution of the members of each Obligor (other than the Parent) and
each Security Provider (other than TTM International) approving the terms of, and the
transactions contemplated by, this Agreement.
	 
	4.	 	A Director’s Certificate for each Obligor and each Security Provider substantially in the
form of Part 4 of this Schedule.
	 
	5.	 	A copy of the most recent unaudited consolidated interim financial statements of each
Obligor.
	 
	6.	 	Evidence that the agent of each Obligor and each Security Provider not incorporated in Hong
Kong under the Finance Documents for service of process in Hong Kong has accepted its
appointment.





Finance Documents





	1.	 	Originals of this Agreement duly entered into by the parties to it.
	 
	2.	 	Originals of each Fee Letter duly entered into by the parties to it.
	 
	3.	 	An Accession Agreement duly entered into by the Parent, together with all documents and
evidence, as listed in Part 2 of this Schedule, in respect of the Parent in connection with
such Accession Agreement.
	 
	4.	 	An Accession Agreement duly entered into by the Company, together with all documents and
evidence, as listed in Part 2 of this Schedule, in respect of the Company in connection with
such Accession Agreement.





Security Documents





	1.	 	The following Security Documents each duly entered into by the parties to it:






	 	(a)	 	the Composite Security Agreement;
	 
	 	(b)	 	the Composite Share Mortgage; and
	 
	 	(c)	 	each Security Over Receivables (if any).





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	2.	 	A copy of any notices, documents or evidence required to be sent under the Security
Documents.





Legal opinions





	1.	 	A legal opinion of Harneys Westwood & Riegels, legal advisers in the British Virgin Islands
to the Facility Agent, addressed to the Finance Parties.
	 
	2.	 	A legal opinion of Morris James LLP, legal advisers in Delaware to the Facility Agent,
addressed to the Finance Parties.
	 
	3.	 	A legal opinion of Allen & Overy, legal advisers in Hong Kong to the Facility Agent,
addressed to the Finance Parties.





Other documents and evidence





	1.	 	Evidence that Completion has occurred, by way of certified true copies of the register of
members of each Target Company, each updated to reflect the Company as direct owner of 100 per
cent. of the entire issued share capital of each Target Company.
	 
	2.	 	A certified true copy of the shareholders agreement entered into among the Parent, Meadville
Holdings Limited, Su Sih (BVI) Limited, Tang Hsiang Chien, Tang Chung Yen, Tom and Tang Ying
Ming, Mai in respect of the Parent, evidencing that nominees of the Tang Family cannot be
removed from the board of directors of the Company as long as the Tang Family holds (directly
or indirectly) not less than 20 per cent. of the issued share capital of the Parent.
	 
	3.	 	Evidence that all fees and expenses then due and payable from the Borrowers under this
Agreement have been or will be paid by the first Utilisation Date.
	 
	4.	 	An irrevocable prepayment notice signed by the borrower(s) under each Existing Facility
evidencing that each Existing Facility will be prepaid and cancelled in full on or by the date
falling five Business Days from the Utilisation Date of the Tranche A Loan.
	 
	5.	 	A copy of any other authorisation or other document, opinion or assurance which the Facility
Agent has notified the Borrowers is necessary or desirable in connection with the entry into
and performance of, and the transactions contemplated by, any Finance Document or for the
validity and enforceability of any Finance Document.





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PART 2




FOR AN ADDITIONAL GUARANTOR



Corporate documentation





	1.	 	An Accession Agreement, duly entered into by the Borrowers and the Additional Guarantor.
	 
	2.	 	A copy of the constitutional documents of the Additional Guarantor.
	 
	3.	 	A copy of a resolution of the board of directors of the Additional Guarantor approving the
terms of, and the transactions contemplated by, the Accession Agreement.
	 
	4.	 	A Director’s Certificate for each Additional Guarantor substantially in the form of Part 3 of
this Schedule.
	 
	5.	 	If available, a copy of the latest audited accounts of the Additional Guarantor.
	 
	6.	 	If the Additional Guarantor is not incorporated in Hong Kong, evidence that the agent of the
Additional Guarantor under the Finance Documents for service of process in Hong Kong has
accepted its appointment.





Security Document(s)





	1.	 	An Additional Guarantor Security Agreement, duly entered into by each party to it.
	 
	2.	 	An Additional Guarantor Share Mortgage, duly entered into by each party to it.
	 
	3.	 	A copy of any notices, documents or evidence required to be sent under the Security
Documents.





Legal opinions





	4.	 	If the Additional Guarantor is incorporated in a jurisdiction other than Hong Kong, a legal
opinion from legal advisers in that jurisdiction, addressed to the Finance Parties.
	 
	5.	 	A legal opinion of legal advisers in Hong Kong to the Facility Agent, addressed to the
Finance Parties.





Other documents and evidence





	6.	 	Evidence that all expenses due and payable from the Borrowers under this Agreement in respect
of the Accession Agreement have been paid.
	 
	7.	 	A copy of any other authorisation or other document, opinion or assurance which the Facility
Agent (as advised by legal counsel) has notified the Borrowers is necessary or desirable in
connection with the entry into and performance of, and the transactions contemplated by, the
Accession Agreement or for the validity and enforceability of any Finance Document.





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PART 3




TO BE DELIVERED BEFORE A REQUEST FOR A TRANCHE C LOAN



Corporate documentation





	1.	 	A certified copy of the constitutional documents of the relevant Borrower.
	 
	2.	 	A certified copy of a resolution of the board of directors of the relevant Borrower approving
the terms of, and the transactions contemplated by, a Security Over Receivables and an
Assignment Document to be entered into by that Borrower.
	 
	3.	 	A certified copy of a resolution of the members of the relevant Borrower approving the terms
of, and the transactions contemplated by, a Security Over Receivables and an Assignment
Document to be entered into by that Borrower.
	 
	4.	 	A Director’s Certificate for the relevant Borrower substantially in the form of Part 4 of
this Schedule.
	 
	5.	 	If the relevant Borrower is not incorporated in Hong Kong, evidence that the agent of that
Borrower under a Security Over Receivables and the Assignment Document to be entered into by
that Borrower for service of process in Hong Kong has accepted its appointment.





Security Documents





	1.	 	A copy of a Security Over Receivables executed by the relevant Borrower.
	 
	2.	 	A copy of an Assignment Document executed by the relevant Borrower.
	 
	3.	 	A copy of any notices, documents or evidence required to be sent under the Security Over
Receivables and the Assignment Document to be entered into by the relevant Borrower.





Legal opinions





	1.	 	If the relevant Borrower is incorporated in a jurisdiction other than Hong Kong, a legal
opinion from legal advisers in that jurisdiction, addressed to the Finance Parties.
	 
	2.	 	A legal opinion of legal advisers in Hong Kong to the Facility Agent, addressed to the
Finance Parties.





Other documents and evidence





	1.	 	Evidence that all expenses due and payable from the relevant Borrower under this Agreement in
respect of any Security Over Receivables and any Assignment Document have been paid.
	 
	2.	 	A copy of any other authorisation or other document, opinion or assurance which the Facility
Agent (as advised by legal counsel) has notified the Borrowers is necessary or desirable in
connection with the entry into and performance of, and the transactions contemplated by, the
Security Over Receivables and the Assignment Document to be entered into by the relevant
Borrower or for the validity and enforceability of any Finance Document.





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PART 4





			
	To:	 	[FACILITY AGENT] as Facility Agent

and to each Finance Party





US$582,500,000 Credit Facility Agreement dated [l] 2009 (the Agreement)



I refer to the Agreement. Terms defined in the Agreement have, unless defined in this certificate,
the same meaning when used in this certificate.



I am a director of [       ] (the Company). I am authorised to give this certificate and
certify as follows:





	1.	 	Each [original] and copy document delivered by the Company to the Facility Agent under
Schedule 2 (Conditions precedent documents) to the Agreement (including the documents listed
below and attached to this certificate) is true, complete and in full force and effect on the
date of this certificate:






	 	(a)	 	the Memorandum and Articles of Association of the Company;
	 
	 	(b)	 	the Certificate of Incorporation of the Company;
	 
	 	(c)	 	the business registration certificate of the Company;
	 
	 	(d)	 	the [minutes of a meeting/resolutions] of the Board of Directors of the Company
[held/passed[ on [l];
	 
	 	(e)	 	the [minutes of a meeting] of the members of the Company [held/passed] on
[l].






	2.	 	Neither the entry into of the Finance Documents by the Company, nor the exercise by it of its
rights or performance of its obligations under the Finance Documents will cause any borrowing,
guaranteeing or other similar limit binding on the Company to be exceeded.
	 
	3.	 	Each resolution adopted at the meeting referred to above is in full force and effect without
modification.
	 
	4.	 	The resolutions constitute all corporate action necessary on the part of the Company to:






	 	(a)	 	approve the terms of and transactions contemplated by the Finance Documents;
and
	 
	 	(b)	 	authorise the signing of, any communications and/or other action under or in
connection with, the Finance Documents.






	5.	 	The following is a complete list of all persons who are directors of the Company as at the
date of this Certificate and who were Directors on the date of the meeting referred to above.






	 	 	[       ]






	6.	 	Each person listed below:






	 	(a)	 	occupies the position stated against his name (and occupied that position on
the date each Finance Document was signed by him);





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	 	(b)	 	is the person duly authorised in the minutes to sign the Finance Documents (and
any other document in connection with the Finance Documents) on behalf of the Company;
and
	 
	 	(c)	 	has his true signature appearing opposite his name.





	 	 	 	 	 
	Name	 	Position	 	Specimen Signature
	 
	 	 	 	 






	7.	 	Unless disclosed to the Facility Agent in writing, the Company has not created any Security
Interests which are subsisting at the date of this Certificate.
	 
	8.	 	Unless we notify you to the contrary in writing, you may assume that this Certificate remains
true and correct [up until the date of the first Utilisation by the Company under the
Agreement].1
	 
	9.	 	At the date of this certificate, the Company is solvent.





For




[       ]




                                                            

Director






 




			
	1	 	Include if the Obligor to which the certificate
relates is a Borrower.





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SCHEDULE 3




FORM OF REQUEST



	 	 	 
	To:
	 	[[AGENT] as Facility Agent/[ISSUING BANK] as Issuing Bank]

	 	 	 

	From:
	 	[                 ]

	 	 	 

	Date:
	 	[                 ]







US$582,500,000 Credit Facility Agreement dated [l] 2009 (the Agreement)





	1.	 	We refer to the Agreement. This is a Request.
	 
	2.	 	We wish to [borrow a Tranche A Loan/Tranche B Loan/Tranche C Loan/arrange for a Letter of
Credit to be issued]1 on the following terms:






	 	(a)	 	Borrower: [                 ];
               
	 
	 	(b)	 	Utilisation Date: [                 ];
	 
	 	(c)	 	Amount/currency: [                 ];
	 
	 	(d)	 	Interest Period: [                 ]2.






	3.	 	Our [payment/delivery]3 instructions are: [                 ].
	 
	4.	 	We confirm that each condition precedent under the Agreement which must be satisfied on the
date of this Request is so satisfied.
	 
	5.	 	We confirm that:






	 	(a)	 	the proposed Letter of Credit is for [the purpose of equipment purchase/general
purposes]4; [and]
	 
	 	(b)	 	the expiry date of the proposed Letter of Credit does not exceed [540 days/150
days]5 from the Utilisation Date[; and]
	 
	 	(c)	 	[the proposed Letter of Credit is to be issued in favour of banks with letters
of credit already issued as at the date of the first Request for a Loan]6.






	6.	 	This Request is irrevocable.
	 
	7.	 	[We attach a copy of the proposed Letter of Credit.]7





By:




[                 ]






 




			
	1	 	Delete as applicable.
	 
	2	 	Not applicable for a Request for a Letter of
Credit.
	 
	3	 	Delete as applicable.
	 
	4	 	Delete as applicable.
	 
	5	 	Delete as applicable.
	 
	6	 	Only applicable for Letters of Credit which
are standby letters of credit
	 
	7	 	Delete as applicable.





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SCHEDULE 4




FORMS OF TRANSFER CERTIFICATE



PART 1



TRANSFERS BY ASSIGNMENT, ASSUMPTION AND RELEASE



	 	 	 

	To:
	 	[FACILITY AGENT] as Facility Agent

	 	 	 

	From:
	 	[EXISTING LENDER] (the Existing Lender) and [NEW LENDER] (the New Lender)

	 	 	 

	Date:
	 	[       ]







US$582,500,000 Credit Facility Agreement dated [l] 2009 (the Agreement)




We refer to the Agreement. This is a Transfer Certificate.





	1.	 	In accordance with the terms of the Agreement:






	 	(a)	 	the Existing Lender assigns absolutely to the New Lender all the rights of the
Existing Lender specified in the Schedule;
	 
	 	(b)	 	the New Lender assumes obligations equivalent to those obligations of the
Existing Lender under the Agreement specified in the Schedule;
	 
	 	(c)	 	to the extent the obligations referred to in paragraph (b) above are
effectively assumed by the New Lender, the Existing Lender is released from its
obligations under the Agreement specified in the Schedule; and
	 
	 	(d)	 	the New Lender becomes a Lender under the Agreement and is bound by the terms
of the Agreement as a Lender.






	2.	 	The proposed Transfer Date is [       ].
	 
	3.	 	The administrative details of the New Lender for the purposes of the Agreement are set out in
the Schedule.
	 
	4.	 	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations in
respect of this Transfer Certificate contained in the Agreement.
	 
	5.	 	This Transfer Certificate may be executed in any number of counterparts and this has the same
effect as if the signatures on the counterparts were on a single copy of the Transfer
Certificate.
	 
	6.	 	This Transfer Certificate is governed by Hong Kong law.





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THE SCHEDULE




Rights and obligations to be transferred by assignment, assumption and release

[insert relevant details, including applicable Commitment (or part)]



Administrative details of the New Lender

[insert details of Facility Office, address for notices and payment details etc.]



	 	 	 
	[EXISTING LENDER]	 	[NEW LENDER]
	By:

	 	By:






The Transfer Date is confirmed by the Facility Agent as [       ].




[AGENT]




As Facility Agent, for and on behalf of

each of the parties to the Agreement

(other than the Existing Lender and

the New Lender)




Note: The New Lender must decide which form of Transfer Certificate to use. It is likely to be
better to use the Transfer Certificate in Part 1 of this Schedule because that may make it easier
for the New Lender to obtain the benefit of security granted by an Obligor incorporated in or
subject to the laws of a civil law jurisdiction. The New Lender is alone responsible for checking
whether any further formalities should be complied with. An assignment may give rise to a stamp
duty or transfer tax issues.




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PART 2




TRANFERS BY NOVATION




	 	 	 
	To:
	 	[AGENT] as Facility Agent

	 	 	 

	From:
	 	[EXISTING LENDER] (the Existing Lender) and [NEW LENDER] (the New Lender)

	 	 	 

	Date:
	 	[       ]







US$582,500,000 Credit Facility Agreement dated [l] 2009 (the Agreement)




We refer to the Agreement. This is a Transfer Certificate.





	1.	 	The Existing Lender transfers by novation to the New Lender the Existing Lender’s rights and
obligations referred to in the Schedule below in accordance with the terms of the Agreement.
	 
	2.	 	The proposed Transfer Date is [                 ].
	 
	3.	 	The administrative details of the New Lender for the purposes of the Agreement are set out in
the Schedule.
	 
	4.	 	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations in
respect of this Transfer Certificate contained in the Agreement.
	 
	5.	 	This Transfer Certificate may be executed in any number of counterparts and this has the same
effect as if the signatures on the counterparts were on a single copy of the Transfer
Certificate.
	 
	6.	 	This Transfer Certificate is governed by Hong Kong law.





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THE SCHEDULE




Rights and obligations to be transferred by novation

[insert relevant details, including applicable Commitment (or part)]



Administrative details of the New Lender

[insert details of Facility Office, address for notices and payment details etc.]



	 	 	 
	[EXISTING LENDER]	 	[NEW LENDER]
	By:

	 	By:






The Transfer Date is confirmed by the Facility Agent as [       ].




[AGENT]




By:




Note: The New Lender must decide which form of Transfer Certificate to use. It is likely to be
better to use the Transfer Certificate in Part 1 of this Schedule because that may make it easier
for the New Lender to obtain the benefit of security granted by an Obligor incorporated in or
subject to the laws of a civil law jurisdiction. The New Lender is alone responsible for checking
whether any further formalities should be complied with. An assignment may give rise to a stamp
duty or transfer tax issues.




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SCHEDULE 5




EXISTING FACILITIES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Facility amount as	 	 	 
	 	 	 	 	at 31 October 2009	 	 	 
	Borrower	 	Lender(s)	 	(HK$)	 	 	Period
	Meadville
	 	The Hongkong and	 	 	4,000,000	 	 	2006 — 2009
	Enterprises (HK)
	 	Shanghai Banking	 	 	 	 	 	 
	Limited (MEHK)
	 	Corporation Limited	 	 	 	 	 	 
	 
	 	(HSBC)	 	 	 	 	 	 
	MEHK
	 	HSBC	 	 	40,000,000	 	 	2006 — 2010
	MEHK
	 	HSBC	 	 	55,000,000	 	 	2006 — 2011
	MEHK
	 	HSBC	 	 	13,000,000	 	 	2007 — 2011
	MEHK
	 	HSBC	 	 	41,000,000	 	 	2008 — 2011
	MEHK
	 	HSBC	 	 	1,318,000,000	 	 	2008 — 2012
	 
	 	
Wing Hang Bank,	 	 	 	 	 	 
	 
	 	Limited

	 	 	 	 	 	 
	 
	 	CITIC Ka Wah Bank	 	 	 	 	 	 
	 
	 	Limited (CKW)

	 	 	 	 	 	 
	 
	 	DBS Bank (Hong	 	 	 	 	 	 
	 
	 	Kong) Limited (DBS)
	 	 	 	 	 	 
	 
	 	
Bank of China (Hong	 	 	 	 	 	 
	 
	 	Kong) Limited

	 	 	 	 	 	 
	 
	 	Chong Hing Bank	 	 	 	 	 	 
	 
	 	Limited (CHB)	 	 	 	 	 	 
	MEHK
	 	HSBC	 	 	190,000,000	 	 	2009 — 2010
	MEHK
	 	HSBC	 	 	17,000,000	 	 	2009 — 2011
	MEHK
	 	HSBC	 	 	114,000,000	 	 	2009 — 2012
	MEHK
	 	Standard Chartered	 	 	152,000,000	 	 	2007 — 2013
	 
	 	Bank (Hong Kong)	 	 	 	 	 	 
	 
	 	Limited  (SCB)	 	 	 	 	 	 
	MEHK
	 	SCB	 	 	41,000,000	 	 	2008 — 2011
	MEHK
	 	SCB	 	 	140,000,000	 	 	2008 — 2013







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106









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	Facility amount as	 	 	 
	 	 	 	 	at 31 October 2009	 	 	 
	Borrower	 	Lender(s)	 	(HK$)	 	 	Period
	MEHK
	 	SCB	 	 	110,000,000	 	 	2009 — 2010
	MEHK
	 	CHB	 	 	135,000,000	 	 	2007 — 2011
	MEHK
	 	CHB	 	 	38,000,000	 	 	2008 — 2012
	MEHK
	 	CHB	 	 	62,000,000	 	 	2009 — 2013
	MEHK
	 	CKW	 	 	330,000,000	 	 	2007 — 2012
	MEHK
	 	CKW	 	 	39,000,000	 	 	2009 — 2011
	MEHK
	 	Hang Seng Bank	 	 	262,000,000	 	 	2008 — 2012
	 
	 	Limited	 	 	 	 	 	 
	MEHK
	 	China Construction	 	 	200,000,000	 	 	2008 — 2012
	 
	 	Bank Corporation	 	 	 	 	 	 
	 
	 	Hong Kong Branch	 	 	 	 	 	 
	MEHK
	 	DBS	 	 	290,000,000	 	 	2008 — 2013
	Meadville Aspocomp
	 	HSBC	 	 	105,000,000	 	 	2008 — 2013
	International
Limited
	 	 	 	 	 	 	 	 
	Donguan Meadville
	 	HSBC Bank (China)	 	 	233,000,000	 	 	2009 — 2012
	Circuits Limited
	 	Company Limited	 	 	 	 	 	 
	(DMC)
	 	(HSBC (PRC))	 	 	 	 	 	 
	DMC
	 	HSBC (PRC)	 	 	70,000,000	 	 	2009 — 2010
	DMC
	 	China Construction	 	 	142,000,000	 	 	2009 — 2011
	 
	 	Bank	 	 	 	 	 	 
	DMC
	 	Bank of China	 	 	227,000,000	 	 	2009 — 2012
	 
	 	Limited (BOC (PRC))	 	 	 	 	 	 
	Shanghai Meadville
	 	Agricultural Bank	 	 	238,000,000	 	 	2008 — 2010
	Electronics Co.,
	 	of China Limited	 	 	 	 	 	 
	Ltd.
	 	 	 	 	 	 	 	 
	Dongguan Shengyi
	 	BOC (PRC)	 	 	341,000,000	 	 	2009 — 2010
	Electronics Ltd.
	 	 	 	 	 	 	 	 
	Guangzhou Meadville
	 	BOC (PRC)	 	 	102,000,000	 	 	2009 — 2010
	Electronics Co.,
Ltd.
	 	 	 	 	 	 	 	 







TETONS — CREDIT AGREEMENT



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SCHEDULE 6




FORM OF COMPLIANCE CERTIFICATE




	 	 	 

	To:

	 	[FACILITY AGENT] as Facility Agent
	 
	From:

	 	[PARENT/COMPANY]
	 
	Date:

	 	[          ]






US$582,500,000 Credit Facility Agreement dated [l] 2009 (the Agreement)





	1.	 	We refer to the Agreement. This is a Compliance Certificate.
	 
	2.	 	We confirm that as at [relevant testing date]:






	 	(a)	 	Consolidated Tangible Net Worth is [          ];
	 
	 	(b)	 	Consolidated Net Borrowings are [          ]; [therefore, the ratio of
Consolidated Net Borrowings to Consolidated Tangible Net Worth was [     ] to 1times ;
	 
	 	(c)	 	EBITDA was [          ] and Interest Expenses were [          ]; therefore, the
ratio of EBITDA to Interest Expenses was [     ] to 1; and
	 
	 	(d)	 	Consolidated Current Assets was [          ] and Consolidated Current
Liabilities was [          ]; therefore Consolidated Current Assets was [          ] per
cent. of Consolidated Current Liabilities;]1
	 
	 	(e)	 	[the ratio of Consolidated Net Borrowings to EBITDA was [          ] to
1;]2






	3.	 	We set out below calculations establishing the figures in paragraph 2 above:
	 
	 	 	[          ].
	 
	4.	 	We confirm that the following companies were Material Subsidiaries at [relevant testing
date]:
	 
	 	 	[          ].
	 
	5.	 	[We confirm that as at [relevant testing date] [no Default is outstanding]/[the following
Default[s] [is/are] outstanding and the following steps are being taken to remedy [it/them]:
	 
	 	 	[          ].]





[PARENT/COMPANY]




By:






 




			
	1	 	Only applicable for Compliance Certificate of
Company.
	 
	2	 	Only applicable for Compliance Certificate of
Parent.




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108









 











SCHEDULE 7



FORM OF ACCESSION AGREEMENT




	 	 	 

	To:

	 	[FACILITY AGENT] as Facility Agent
	 
	From:

	 	[Borrowers] and [Proposed Guarantor]1
	 
	Date:

	 	[          ]






US$582,500,000 Credit Facility Agreement dated [l] 2009 (the Agreement)



We refer to the Agreement. This is an Accession Agreement.



[Name of company] of [address/registered office] agrees to become an Additional Guarantor and
to be bound by the terms of the Agreement as an Additional Guarantor.



[This Accession Agreement is intended to take effect as a deed.]2



This Accession Agreement is governed by Hong Kong law.



[COMPANY/BORROWERS]



By:



[PROPOSED GUARANTOR]



By:



OR




	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 
	[PROPOSED GUARANTOR]

	 	 	)	 	 	 	 
	Acting by [NAME OF DIRECTOR]

	 	 	)	 	 	 	 
	in the presence of:

	 	 	)	 	 	Director	 






	 	 	 	 	 

	Witness’s signature

	 	 

	 	 
	Name:

	 	 

	 	 
	Address:

	 	 

	 	 








 




			
	1	 	Delete as applicable.
	 
	2	 	If there is a concern whether there is any
consideration for giving a guarantee, this Accession Agreement should be
executed as a deed by the new Guarantor.





TETONS — CREDIT AGREEMENT






109









 








SCHEDULE 8




FORM OF RESIGNATION REQUEST




	 	 	 

	To:

	 	[FACILITY AGENT] as Facility Agent
	 
	From:

	 	[COMPANY] and [relevant Obligor]
	 
	Date:

	 	[          ]






[COMPANY] — [CURRENCY][AMOUNT] Credit Agreement


dated [     ], 2009 (the Agreement)





	1.	 	We refer to the Agreement. This is a Resignation Request.
	 
	2.	 	We request that [resigning Obligor] be released from its obligations as [a/an]1
[Obligor/Borrower/Guarantor]2 under the Agreement.
	 
	3.	 	We confirm that no Default is outstanding or would result from the acceptance of this
Resignation Request.
	 
	4.	 	We confirm that as at the date of this Resignation Request no amount owed by [resigning
Obligor] under the Agreement is outstanding.
	 
	5.	 	This Resignation Request is governed by Hong Kong law.





	 	 	 

	[COMPANY]

	 	[Relevant Obligor]
	 
	By:

	 	By:






The Facility Agent confirms that this resignation takes effect on [ ].




[AGENT]




By:






 




			
	1	 	Delete as applicable.
	 
	2	 	Delete as applicable.





TETONS — CREDIT AGREEMENT





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SCHEDULE 9




FORM OF LETTER OF CREDIT



	 	 	 

	To:

	 	[Beneficiary]
	 

	 	(the Beneficiary)






[DATE]



Dear Sir,




Irrevocable Standby Letter of Credit no. [       ]



At the request of [       ], [ISSUING BANK] (the Issuing Bank) issues this irrevocable standby
letter of credit (Letter of Credit) for [the purpose of equipment purchases/general purposes other
than equipment purchase] in your favour on the following terms:





	1.	 	Definitions
	 
	 	 	In this Letter of Credit:
	 
	 	 	Business Day means a day (other than a Saturday or a Sunday) on which banks are open for
letter of credit business in Hong Kong and:






	 	(a)	 	(in relation to any date for payment or purchase of US Dollars), New York City;
	 
	 	(b)	 	(in relation to any date for payment or purchase of euro), any TARGET Day; or
	 
	 	(c)	 	(in relation to any date for payment or purchase of a currency other than US
Dollars or euro) the principal financial centre of the country of that currency.






	 	 	Demand means a demand for a payment under this Letter of Credit in the form of the schedule
to this Letter of Credit.
	 
	 	 	Expiry Date means [       ].
	 
	 	 	TARGET means Trans-European Automated Real-time Gross Settlement Express Transfer payment
system.
	 
	 	 	TARGET Day means any day on which TARGET is open for settlement of payments in euro.
	 
	 	 	Total L/C Amount means [       ].
	 
	2.	 	Issuing Bank’s agreement
	 
	(a)	 	The Beneficiary may request a drawing [or drawings] under this Letter of Credit by giving to
the Issuing Bank a duly completed Demand. A Demand may not be given after the Expiry Date.
	 
	(b)	 	Subject to the terms of this Letter of Credit, the Issuing Bank unconditionally and
irrevocably undertakes to the Beneficiary that, within [10] Business Days of receipt by it of
a Demand validly presented under this Letter of Credit, it must pay to the Beneficiary the
amount which is demanded for payment in that Demand.





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111









 









	(c)	 	The Issuing Bank will not be obliged to make a payment under this Letter of Credit if as a
result the aggregate of all payments made by it under this Letter of Credit would exceed the
Total L/C Amount.
	 
	3.	 	Expiry
	 
	(a)	 	On [5.00] p.m. ([Hong Kong] time) on the Expiry Date the obligations of the Issuing Bank
under this Letter of Credit will cease with no further liability on the part of the Issuing
Bank (irrespective of whether this Letter of Credit is returned to the Issuing Bank) except
for any Demand validly presented under the Letter of Credit that remains unpaid.
	 
	(b)	 	The Issuing Bank will be released from its obligations under this Letter of Credit on the
date prior to the Expiry Date (if any) notified by the Beneficiary to the Issuing Bank as the
date upon which the obligations of the Issuing Bank under this Letter of Credit are released.
	 
	(c)	 	When the Issuing Bank is no longer under any obligation under this Letter of Credit, the
Beneficiary must return the original of this Letter of Credit to the Issuing Bank.
	 
	4.	 	Payments
	 
	 	 	All payments under this Letter of Credit must be made as requested and for value on the due
date to the account of the Beneficiary specified in the Demand.
	 
	5.	 	Delivery of Demand
	 
	 	 	Each Demand must be in writing, in English, and may be given in person or by authenticated
teletransmission and must be received by the Issuing Bank at its address as follows:
	 
	 	 	[specify department/officer]
	 
	 	 	For the purpose of this Letter of Credit, communication by authenticated teletransmission
will be treated as being in writing.
	 
	6.	 	Assignment
	 
	 	 	The Beneficiary’s rights under this Letter of Credit may not be assigned or transferred.
	 
	7.	 	UCP
	 
	 	 	Except to the extent it is inconsistent with the express terms of this Letter of Credit,
this Letter of Credit is subject to the ICC Uniform Customs and Practice for Documentary
Credits (UCP 600).
	 
	8.	 	Governing Law
	 
	 	 	This Letter of Credit is governed by Hong Kong law.
	 
	9.	 	Jurisdiction
	 
	 	 	The Hong Kong courts have exclusive jurisdiction to settle any dispute arising out of or in
connection with this Letter of Credit.




Yours faithfully,



[ISSUING BANK]



By:




TETONS — CREDIT AGREEMENT





112









 








SCHEDULE




FORM OF DEMAND


To: [ISSUING BANK]




[DATE]



Dear Sirs




Irrevocable Standby Letter of Credit no. [       ] issued in favour of [BENEFICIARY] (the Letter
of Credit)



We refer to the Letter of Credit. Terms defined in the Letter of Credit have the same meaning when
used in this Demand.





	1.	 	We certify that the sum of [       ] is due [and has remained unpaid for at least [       ]
Business Days under [set out underlying contract or agreement]]. We therefore demand
payment of the sum of [       ].
	 
	2.	 	Payment should be made to the following account:
	 
	 	 	Name:
	 
	 	 	Account Number:
	 
	 	 	Bank:
	 
	3.	 	The date of this Demand is not later than the Expiry Date.




Yours faithfully




	 	 	 

	(Authorised Signatory)

	 	(Authorised Signatory)






For

[BENEFICIARY]




TETONS — CREDIT AGREEMENT





113









 








SCHEDULE 10




CERTIFICATE OF RECEIVABLES


To: The Hongkong and Shanghai Banking Corporation Limited as Facility Agent



[DATE]



Dear Sirs,



Re. USD582,500,000 Credit Facility, Tranche C Facility



We refer to clause 7.11 (Certificate of Receivables) of the Credit Agreement dated [l] 2009.
This is a Certificate of Receivables.



As of [date], the following is the list of the Eligible Receivables:




	 	 	 	 	 
	 	 	 	 	With Recourse Receivable /
	Name of Borrower	 	Eligible Receivables	 	Without Recourse Receivable
	 
	 
	 	 	 	 
	 
	 
	 	 	 	 
	 
	 
	 	 	 	 
	Total
	 	 	 	 
	 




As of [date], the Tranche C Maximum Utilisation Amount is [l].



Yours faithfully




For and on behalf of

The Hongkong and Shanghai Banking Corporation Limited

Factoring Agent




	 	 	 

	 

Authorised Signature(s)

	 	 






TETONS — CREDIT AGREEMENT





114









 








SCHEDULE 11




CUSTOMER LIMIT ADVICE


Re.: USD582,500,000 Credit Facility, Tranche C Facility



We refer to the Credit Agreement dated [date]. This is a Customer Limit Advice.



Capitalised terms defined in the Credit Agreement have that same meaning in this Customer Limit
Advice.



The relevant limit(s) and percentage(s) for the below named Customer have been approved as follows:



Name of Customer:



Address of Customer:



Credit Cover Limit: [            ]



Credit Cover Percentage: [       ]%



Prepayment Percentage: [       ]%



Maximum Terms of Payment:



Maximum Invoicing Period:



Funding Limit:



Eligible Debt Grace Period: [            ] for Recourse Facility only



Credit Protection Event: [please insert the relevant credit protection event]*



First Loss: [            ]



Special Conditions (if any):



This advice supersedes any previous Customer Limit Advice issued for the above mentioned Customer
and overrides any previous limit(s) established. The capitalized terms used herein shall have the
same meanings as defined in the Agreement.



Yours faithfully




For and on behalf of

The Hongkong and Shanghai Banking Corporation Limited

Factoring Agent




	 	 	 

	 

Authorized Signature(s)

	 	 






TETONS — CREDIT AGREEMENT





115












 





SIGNATORIES




Borrowers




	 	 	 	 	 

	For and on behalf of

MEADVILLE ENTERPRISES (HK) LIMITED
	 
	 	 	 	 
	/s/ Tang Chung Yen, Tom
 

Name: Tang Chung Yen, Tom

	 	/s/ Tang Ying Ming, Mai
 

Name: Tang Ying Ming, Mai
	 	 
	Title: Director

	 	Title: Director	 	 
	 
	 	 	 	 
	For and on behalf of

MICA-AVA CHINA LIMITED
	 
	 	 	 	 
	/s/ Tang Chung Yen, Tom

	 	/s/ Tang Ying Ming, Mai	 	 
	 

	 	 	 	 
	Name: Tang Chung Yen, Tom

	 	Name: Tang Ying Ming, Mai	 	 
	Title: Director

	 	Title: Director	 	 
	 
	 	 	 	 
	For and on behalf of

ORIENTAL PRINTED CIRCUITS LIMITED
	 
	 	 	 	 
	/s/ Tang Chung Yen, Tom

	 	/s/ Tang Ying Ming, Mai	 	 
	 

	 	 	 	 
	Name: Tang Chung Yen, Tom

	 	Name: Tang Ying Ming, Mai	 	 
	Title: Director

	 	Title: Director	 	 
	 
	 	 	 	 
	For and on behalf of

MTG (PCB) NO.2 (BVI) LIMITED
	 
	 	 	 	 
	/s/ Tang Chung Yen, Tom

	 	/s/ Tang Ying Ming, Mai	 	 
	 

	 	 	 	 
	Name: Tang Chung Yen, Tom

	 	Name: Tang Ying Ming, Mai	 	 
	Title: Director

	 	Title: Director	 	 





TETONS — CREDIT AGREEMENT




116









 






	 	 	 	 	 

	For and on behalf of

OPC MANUFACTURING LIMITED
	 
	 	 	 	 
	/s/ Tang Chung Yen, Tom

	 	/s/ Tang Ying Ming, Mai	 	 
	 

	 	 	 	 
	Name: Tang Chung Yen, Tom

	 	Name: Tang Ying Ming, Mai	 	 
	Title: Director

	 	Title: Director	 	 
	 
	 	 	 	 
	Original Guarantors
	 
	 	 	 	 
	For and on behalf of

MEADVILLE ENTERPRISES (HK) LIMITED
	 
	 	 	 	 
	/s/ Tang Chung Yen, Tom

	 	/s/ Tang Ying Ming, Mai	 	 
	 

	 	 	 	 
	Name: Tang Chung Yen, Tom

	 	Name: Tang Ying Ming, Mai	 	 
	Title: Director

	 	Title: Director	 	 
	 
	 	 	 	 
	For and on behalf of

MICA-AVA CHINA LIMITED
	 
	 	 	 	 
	/s/ Tang Chung Yen, Tom

	 	/s/ Tang Ying Ming, Mai	 	 
	 

	 	 	 	 
	Name: Tang Chung Yen, Tom

	 	Name: Tang Ying Ming, Mai	 	 
	Title: Director

	 	Title: Director	 	 
	 
	 	 	 	 
	For and on behalf of

ORIENTAL PRINTED CIRCUITS LIMITED
	 
	 	 	 	 
	/s/ Tang Chung Yen, Tom

	 	/s/ Tang Ying Ming, Mai	 	 
	 

	 	 	 	 
	Name: Tang Chung Yen, Tom

	 	Name: Tang Ying Ming, Mai	 	 
	Title: Director

	 	Title: Director	 	 





TETONS — CREDIT AGREEMENT




117









 






	 	 	 	 	 

	For and on behalf of

MTG (PCB) NO.2 (BVI) LIMITED
	 	 	 	 
	 
	 	 	 	 
	/s/ Tang Chung Yen, Tom

	 	/s/ Tang Ying Ming, Mai	 	 
	 

	 	 	 	 
	Name: Tang Chung Yen, Tom

	 	Name: Tang Ying Ming, Mai	 	 
	Title: Director

	 	Title: Director	 	 
	 
	 	 	 	 
	For and on behalf of

OPC MANUFACTURING LIMITED
	 
	 	 	 	 
	/s/ Tang Chung Yen, Tom

	 	/s/ Tang Ying Ming, Mai	 	 
	 

	 	 	 	 
	Name: Tang Chung Yen, Tom

	 	Name: Tang Ying Ming, Mai	 	 
	Title: Director

	 	Title: Director	 	 
	 
	 	 	 	 
	For and on behalf of

MTG MANAGEMENT (BVI) LIMITED
	 
	 	 	 	 
	/s/ Tang Chung Yen, Tom

	 	/s/ Tang Ying Ming, Mai	 	 
	 

	 	 	 	 
	Name: Tang Chung Yen, Tom

	 	Name: Tang Ying Ming, Mai	 	 
	Title: Director

	 	Title: Director	 	 
	 
	 	 	 	 
	For and on behalf of

MTG PCB (BVI) LIMITED
	 
	 	 	 	 
	/s/ Tang Chung Yen, Tom

	 	/s/ Tang Ying Ming, Mai	 	 
	 

	 	 	 	 
	Name: Tang Chung Yen, Tom

	 	Name: Tang Ying Ming, Mai	 	 
	Title: Director

	 	Title: Director	 	 





TETONS — CREDIT AGREEMENT




118









 






Coordinator




	 	 	 	 	 

	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
	 
	 	 	 	 
	By:

	 	/s/ Karl Fitt	 	 
	 

	 	 	 	 
	 

	 	Name: Karl Fitt	 	 
	 

	 	Title: Director	 	 
	 
	 	 	 	 
	Original Lender
	 
	 	 	 	 
	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
	 
	 	 	 	 
	By:

	 	/s/ NG Kam Chung Tony	 	 
	 

	 	 	 	 
	 

	 	Name: NG Kam Chung Tony	 	 
	 

	 	Title: Senior Vice President	 	 
	 
	 	 	 	 
	Original Lender
	 
	 	 	 	 
	STANDARD CHARTERED BANK (HONG KONG) LIMITED
	 
	 	 	 	 
	By:

	 	/s/ Andy M K Ho	 	 
	 

	 	 	 	 
	 

	 	Name: Andy M K Ho	 	 
	 

	 	Title: Director/Unit Head	 	 
	 

	 	 Local Corporates
	 	 
	 

	 	 Origination & Client Coverage
	 	 
	 

	 	 Wholesale Banking
	 	 





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	Original Lender	 	 	 	 
	 
	 	 	 	 	 	 
	CITIC KA WAH BANK LIMITED	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Cesar NG
	 	/s/ Fanny Lui	 	 
	 

	 	 

Name: Caesar NG
	 	 

Fanny Lui
	 	 
	 

	 	Title: Commercial Banking Head
	 	Head of Corporate Banking, Hong Kong	 	 
	 
	 	 	 	 	 	 
	Original Lender	 	 	 	 
	 
	 	 	 	 	 	 
	DBS BANK (HONG KONG) LIMITED	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Peter K. Chan	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name: Peter K. Chan	 	 	 	 
	 

	 	Title: Head of Corporate & Investment
Banking	 	 	 	 
	 
	 	 	 	 	 	 
	Original Lender	 	 	 	 
	 
	 	 	 	 	 	 
	HANG SENG BANK LIMITED	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Authorized Signatory	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 





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	Original Lender	 	 	 	 
	 
	 	 	 	 	 	 
	THE BANK OF EAST ASIA LIMITED	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Authorized Signatory	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	Original Lender	 	 	 	 
	 
	 	 	 	 	 	 
	CHONG HING BANK LIMITED	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Lee Yuen Wah Teresa
	 	/s/ Simon, Tang Chi Wai	 	 
	 

	 	 

Name: Lee Yuen Wah Teresa
	 	 

Simon, Tang Chi Wai
	 	 
	 

	 	Title: General Manager
	 	Manager	 	 
	 
	 	 	 	 	 	 
	Issuing Bank	 	 	 	 
	 
	 	 	 	 	 	 
	CITIC KA WAH BANK LIMITED	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Caesar NG
	 	/s/ Fanny Lui	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name: Caesar NG
	 	Fanny Lui	 	 
	 

	 	Title: Commercial Banking Head
	 	Head of Corporate Banking, Hong Kong	 	 





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	Facility Agent
	 
	 	 	 	 	 	 
	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
	 
	 	 	 	 	 	 
	By:

	 	/s/ Karen S H Hong	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name: Karen S H Hong	 	 	 	 
	 

	 	036617
	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	Security Trustee	 	 	 	 
	 
	 	 	 	 	 	 
	HANG SENG BANK LIMITED	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Rose Cho
	 	/s/ David Lau	 	 
	 

	 	 

Name: Rose Cho
	 	 

David Lau
	 	 
	 

	 	Title: Senior Executive Vice President
	 	Executive Vice President	 	 
	 

	 	 Deputy Head of Commercial Banking

	 	Department Head	 	 
	 
	 	 	 	 	 	 
	Factoring Agent	 	 
	 
	 	 	 	 	 	 
	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
	 
	 	 	 	 	 	 
	By:

	 	/s/ NG Kam Chung Tony	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name: /s/ NG Kam Chung Tony	 	 	 	 
	 

	 	Title: Senior Vice President	 	 	 	 





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	Security Agent
	 
	 	 	 	 	 	 
	STANDARD CHARTERED BANK (HONG KONG) LIMITED
	 
	 	 	 	 	 	 
	By:

	 	/s/ Eric Chan	 	 	 	 
	 

	 	 

Name: Eric Chan
	 	 
	 	 
	 

	 	Title: Managing Director	 	 	 	 
	 

	 	 Regional Head of Syndications — NE Asia
	 	 	 	 






TETONS — CREDIT AGREEMENT





123