exv10w8





Exhibit 10.8



Date: 17 March, 2011




	 	 	 

	To:

	 	Crown Century Holdings Limited
	 

	 	Unit 4303, 43/F., Metroplaza Tower 2, 223 Hing Fong Road
	 

	 	Kwai Chung
	 

	 	New Territories
	 
	 	 
	 

	 	Hong Kong






US$14,000,000 TERM LOAN FACILITY AGREEMENT




     This is to confirm the agreement between Crown Century Holdings Limited and Bangkok
Bank Public Company Limited, Hong Kong Branch for the establishment of a term loan facility (the
“Facility”) under the following terms and conditions.



	 	 	 	 	 	 	 

	1:

	 	Borrower
	 	:
	 	Crown Century Holdings Limited
	 
	 	 	 	 	 	 
	2:

	 	Guarantor
	 	:
	 	Asia Pacific Wire & Cable Corporation Limited
	 
	 	 	 	 	 	 
	2:

	 	Bank
	 	:
	 	Bangkok Bank Public Company Limited, Hong Kong Branch
	 
	 	 	 	 	 	 
	3:

	 	Interpretation
	 	:
	 	The provisions of Schedule 1 shall apply to the construction
and interpretation of this Agreement (including the Schedules),
	 
	 	 	 	 	 	 
	4:

	 	Amount
	 	:
	 	Up to US$14,000,000, comprising of :
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)    Tranche A: up to US$9,000,000 (“Tranche A”);
and

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)    Tranche B: up to US$5,000,000 (“Tranche B”;
Tranche A and Tranche B, each a “Tranche”).

	 
	 	 	 	 	 	 
	5:

	 	Purpose
	 	:
	 	The Borrower shall apply all amounts borrowed by it under
Tranche A towards:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(i)     funding a loan by the Borrower to Ningbo to
finance the construction cost of the new workshops of Ningbo
and purchasing the machinery and equipment of Ningbo
for a sum of up to US$5,000,000 (“Tranche A
Specific”); and

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)    financing the Borrower’s general working
capital requirements for up to US$4,000,000 (“Tranche A
General”).

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	The Borrower shall apply all amounts borrowed by it
under Tranche B towards:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(i)     funding a loan by the Borrower to Ningbo to
finance the construction cost of the new workshops of Ningbo
and purchasing the machinery and equipment of Ningbo
for a sum of up to US$2,500,000 (“Tranche B
Specific”); and







- 1 -









 





	 	 	 	 	 	 	 

	 

	 	 	 	 	 	(ii) 
financing the
Borrower’s general
working capital
requirements for up
to US$2,500,000
(“Tranche B
General”).

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	The Bank
shall not be bound
to monitor or
verify the
application of any
amount borrowed
pursuant to this
Agreement.
	 
	 	 	 	 	 	 
	6:

	 	Conditions Precedent and
Subsequent
	 	:
	 	(a) Subject
to the
provisions of
this Agreement,
availability of the
Facility is
conditional upon
completion and
delivery of the
documentation,
items and evidence
described in Part
1, Schedule 2 all
in a form
acceptable to the
Bank (acting
reasonably) three
Business Days prior
to the first
Advance Date;
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)
Subject to the
provisions of this
Agreement, the
documentation,
items and evidence
described in Part
2, Schedule 2 shall
be delivered to the
Bank within the
time periods
stipulated
therein in
respect of
relevant
documentation,
items and
evidence and all
in a form
acceptable to the
Bank (acting
reasonably).
	 
	 	 	 	 	 	 
	7:

	 	Availability
	 	:
	 	Subject to the
provisions of this
Agreement, the Bank
will make the
Facility available
to the Borrower
during the
Availability Period
if:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a) not
later than 11:00
a.m. on the third
Business Day before
each Advance Date,
the Bank has
received from the
Borrower a Notice
of Drawing for an
Advance the amount
of which shall not
be more than the
amount of the
Facility and which
shall be a minimum
of US$500,000 or a
multiple of
US$500,000;
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b) no
Event of Default
and no Potential
Event of Default
has occurred and is
continuing;
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(c) no
material
disruption to
any payment
or communications
systems or
financial markets
which systems
or markets are
required to
operate for the
transactions under
this Agreement to
be carried out and
no other material
disruption to
the treasury or
payment operations
of the Bank
preventing the
Bank from
performing its
payment obligations
under this
Agreement, in any
such case, outside
of the control of
any party to this
Agreement, has
occurred; and
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(d) in
relation to Tranche
A Specific Advances
and Tranche B
Specific Advances
only, the Bank has
received together
with the relevant
Notice of Drawing
and, in its
discretion, found
satisfactory,
copies of invoices
issued to Ningbo
(certified by a
director of Ningbo)
for the purchase of
machinery and
equipment and in
respect of
construction costs,
being the
machinery,
equipment and
construction costs
proposed to be
financed by the
relevant
Advance.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	A valid
Notice of Drawing,
once given shall be
irrevocable and
shall oblige the
Borrower to borrow
the relevant
Advance.






- 2 -









 






	 	 	 	 	 	 	 

	8:

	 	Repayment
	 	:
	 	(a) Subject to
the terms of this
Agreement, the
Borrower shall
repay the amount of
the Loan drawn
under each Tranche
by sixteen (16)
consecutive
equal quarterly
instalments, with
the first
instalment in
respect of each
such amount of the
Loan due and to be
paid on the day
falling 18 months
after the first
Advance Date in
respect of the
relevant Tranche
and subsequent
repayment
instalments falling
due on the last day
of each successive
quarterly period
thereafter.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)
Subject to the
terms of this
Agreement, the
Borrower shall pay
all outstanding
Liabilities to the
Bank on the Final
Maturity Date.
	 
	 	 	 	 	 	 
	9:

	 	Prepayment
	 	:
	 	Subject to Clauses
17 and 18, the
Borrower may, if it
gives the Bank not
less than 30
Business Day’s
prior written
notice, prepay the
Loan or any part
thereof, on the
last day of any
Interest
Period.
	 
	 	 	 	 	 	 
	10:

	 	Interest Rate
	 	:
	 	The rate per annum
representing the
aggregate of the
Margin and
SIBOR.
	 
	 	 	 	 	 	 
	11:

	 	Interest Periods
	 	:
	 	(a) Interest
is calculated and
payable on the Loan
by reference to
Interest
Periods.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b) The
Borrower may select
an Interest Period
for an Advance in
the Notice of
Drawing of one, two
or three months,
and:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(i)
the first Interest
Period for the Loan
shall start on the
first Advance Date
and each subsequent
Interest Period
shall start on the
last day of the
preceding Interest
Period;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)
if any Interest
Period ends on a
non-Business Day,
its duration shall
be adjusted so as
to end on the next
Business Day in the
same calendar month
or, if none, on the
immediately
preceding Business
Day;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(iii)
any Interest Period
which begins either
on the last
Business Day in a
month or for which
there is no
numerically
corresponding day
in the calendar
month in which such
Interest Period is
due to end shall,
subject to this
Sub-clause, end on
the last Business
Day of such later
month; and

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(iv)
no Interest Period
shall extend beyond
the Final Maturity
Date or a day on
which a repayment
instalment falls
due under Clause
8(a).

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(c) The
first Interest
Periods in respect
of the second and
all subsequent
Advances shall
commence on their
respective Advance
Dates and end on
the last day of the
then current
Interest Period in
respect of the
balance of the
Loan whereupon the
first and
subsequent Advances
shall be
consolidated into,
and treated as, a
single Advance.
The Borrower may
select an Interest
Period of one, two
or three months in
respect of such
consolidated
Advances provided
that the Bank has
received notice
of the Borrower’s
selection three
Business Days
before the first
day of the proposed
Interest
Period.






- 3 -









 






	 	 	 	 	 	 	 

	 

	 	 	 	 	 	(d) If
the Borrower fails
to select an
Interest Period in
a Notice of Drawing
or in accordance
with Clause 11(c)
(as the case may
be), the relevant
Interest Period
shall be three
months.
	 
	 	 	 	 	 	 
	12:

	 	Interest Calculation
	 	:
	 	Interest
will accrue on the
Loan from day to
day and will be
calculated by
reference to the
number of days
elapsed and a 360
day year.
	 
	 	 	 	 	 	 
	13:

	 	Interest Payment
	 	:
	 	Interest accrued on
the Loan during an
Interest Period
will be paid in
arrears on the
final day of that
Interest
Period.
	 
	 	 	 	 	 	 
	14:

	 	Default Interest
	 	:
	 	If the Borrower
fails to pay
principal, interest
or other amounts on
their due date,
interest will
accrue and be
payable by the
Borrower on the
overdue amount from
the due date until
payment in full
(both before and
after judgment) at
the per annum rate
certified by the
Bank to be 2% above
the aggregate of
the Margin and
SIBOR. Interest
accrued on any
overdue amount will
be paid on demand
and, if payment is
not made when
required, or is not
required shall be
compounded at the
end of each
successive funding
period considered
appropriate by
the Bank (acting
reasonably) by
being added to the
overdue amount and
shall bear interest
calculated at the
same rate and on
the same
basis.
	 
	 	 	 	 	 	 
	15:

	 	Payments
	 	:
	 	(a) All
payments by the
Borrower are to be
made in accordance
with the Bank’s
directions in US
Dollars by not
later than 10:00
a.m. (New York
time) by credit to
the Bank’s account
at Bank of New York
Mellon, New York
(SWIFT Address: IRVTUS3N)] for the
account of Bangkok
Bank Public Company
Limited, Hong Kong
Branch, CHIPS UID
036600 (SWIFT
Address: BKKBHKHH)
Account Number
8900621125 or such
other account as
the Bank may
designate, in
immediately
available funds
without set-off or
counterclaim and
free and clear and
without any
deduction or
withholding for any
taxes, duties or
any other charges
whatsoever.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b) If
the Borrower is for
any reason obliged
to make any
deduction or
withholding for
taxes, duties or
other charges from
any payment, it
will pay such
additional amounts
to the Bank as will
ensure that the
Bank receives the
amount it would
have received but
for such deduction
or
withholding.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(c) Any
payment to be made
by the Borrower or
which is otherwise
due on a
non-Business Day
shall instead be
due on the next
Business Day in the
same calendar month
and, if none, on
the immediately
preceding Business
Day.
	 
	 	 	 	 	 	 
	16:

	 	Ningbo’s Liabilities
	 	:
	 	The Borrower shall
procure that any
payment in respect
of Ningbo’s
Liabilities shall
be paid to the Bank
directly or, if
received by the
Borrower, shall, as
soon as
practicable, be
paid over to (and
pending such
payment shall be
held on trust for)
the Bank. Any such
payment may be
applied, at the
discretion of the
Bank, in or towards
discharging the
Liabilities in such
order as it may see
fit or be paid into
a suspense account
in accordance with
Clause 20(c).







- 4 -











 





	 	 	 	 	 

	17:

	 	Force Majeure
	:	If any change in applicable law shall (i) increase the
cost to the Bank of maintaining the Facility or of maintaining
or funding the Loan, (ii) reduce the amount of any payment
received or receivable by the Bank under this Agreement, (iii)
oblige the Bank to make a payment in respect of the amount of
any sum received or receivable by it under this Agreement,
(iv) cause the Bank to forgo any interest or other sum
received or receivable by it or (v) render the Bank otherwise
unable to obtain the rate of return on its overall capital
which it would otherwise have been able to achieve but for its
entering into this Agreement, then the Bank shall notify the
Borrower and the Borrower shall indemnify the Bank against
that increased cost, reduction, payment or forgone interest or
other sum on demand. The Borrower shall have the right to
prepay the Loan in full on the last day of any Interest Period
thereafter by giving not less than 7 Business Days prior
written notice to the Bank and provided it shall also pay all
other Liabilities then outstanding at the time it prepays the
Loan
	 
	 	 	 	 
	18:

	 	Costs, Fees and Expenses
	:	(a) Whether or not any monies are advanced to the
Borrower pursuant to this Agreement, the Borrower shall pay to
the Bank on demand by the Bank all reasonable costs and
expenses (including legal and other professional
advisers’ fees on a full indemnity basis,
travel, communications, publicity and other expenses and
charges) incurred by the Bank in connection with the
preparation, negotiation and entry into of the Loan Documents
or in perfecting, preserving or protecting any rights under
the Loan Documents or in exercising or enforcing or attempting
to exercise or enforce any rights under the Loan
Documents.
	 
	 	 	 	 
	 

	 	 	 	(b) Whether or not any monies are advanced to the
Borrower pursuant to this Agreement, the Borrower shall pay to
the Bank, within 2 days of the date of this Agreement, a
management fee equal to 0.5% flat of the Facility.
	 
	 	 	 	 
	 

	 	 	 	(c) The Borrower shall pay to the Bank a
commitment fee of 0.5% per annum calculated on the daily
undrawn balance of each Tranche during the Availability Period
for each such Tranche. The accrued commitment fee shall be
paid quarterly.
	 
	 	 	 	 
	 

	 	 	 	(d) The Borrower shall, within three Business Days
of demand by the Bank, pay to the Bank its Break Costs
attributable to all or any part of the Loan or Unpaid Sum
being paid by the Borrower on a day other than the last day of
an Interest Period for the Loan or Unpaid Sum. The Bank shall,
as soon as reasonably practicable after a demand by the Bank,
provide a certificate confirming the amount of its Break Costs
for any Interest Period in which they accrue.
	 
	 	 	 	 
	19:

	 	Representations and
	 	
	 

	 	Undertakings 	:	By signing this Agreement the Borrower shall be deemed to:
	 
	 	 	 	 
	 

	 	 	 	(a) make representations to and in favour of the
Bank in the terms contained in Schedule 3; and
	 
	 	 	 	 
	 

	 	 	 	(b) undertake to and in favour of the Bank in the
terms set out in Schedule 4.






 - 5 - 









 





	 	 	 	 	 

	20:

	 	Default
	:	(a) Notwithstanding any other provision
of this Agreement, if any Event of Default shall occur and be
continuing the Bank shall be entitled at any time thereafter in
its absolute discretion to review, revise and/or cancel the
Facility and/or to demand immediate repayment and/or cash
collateralization of the Liabilities (whereupon the Facility
shall be so reviewed, revised or cancelled and/or the
Liabilities shall be immediately repayable and/or such cash
collateral shall be so provided).
	 
	 	 	 	 
	 

	 	 	 	(b) All monies received by the Bank at any time
after the Bank has exercised its rights under Clause 20(a)
shall be applied, subject to any prior ranking claims and to
Clause 20(c).
	 
	 	 	 	 
	 

	 	 	 	first : in or towards discharging all costs and
expenses incurred by the Bank in perfecting,
preserving, enforcing or attempting to so perfect, preserve
or enforce its rights under the Loan Documents;

	 
	 	 	 	 
	 

	 	 	 	secondly : in or towards discharging all unpaid
Liabilities in such order and manner as the Bank may
prescribe;

	 
	 	 	 	 
	 

	 	 	 	thirdly : subject to the rights of third parties of
which the Bank has actual notice, any balance in payment to the
Borrower or whoever else is entitled thereto.

	 
	 	 	 	 
	 

	 	 	 	(c) All monies recovered by the Bank under any of
the Loan Documents may be placed in and kept to the credit of a
suspense account for so long as the Bank shall think fit
without any immediate obligation to apply the same or any part
thereof in or towards the discharge of the Liabilities for the
purpose of preserving its right to prove for the whole of its
claims against any Obligor.
	 
	 	 	 	 
	21:

	 	Indemnities
	:	The Borrower shall on demand indemnify the Bank against
any funding or other cost, loss or liability (including loss of
margin on interest) sustained or incurred by it as a result
of:
	 
	 	 	 	 
	 

	 	 	 	(a) any Advance not being made following issue of
any Notice of Drawing; or
	 
	 	 	 	 
	 

	 	 	 	(b) the making of a demand under Clause 20; or
	 
	 	 	 	 
	 

	 	 	 	(c) the receipt by the Bank of all or any part of a
repayment of the Loan otherwise than on the last day of an
Interest Period.
	 
	 	 	 	 
	22:

	 	Set-off
	:	The Borrower authorises the Bank to apply any credit
balance (whether or not then due) to which it is at any time
beneficially entitled on any account at any office in the world
of the Bank (and to set off any liabilities of the Bank to the
Borrower), in or towards satisfaction of any sum then due to
the Bank under this Agreement and unpaid. For that purpose, the
Bank is authorised to use all or any part of any such credit
balance or liabilities to buy such other currencies as may be
necessary to effect such application. The Bank shall not be
obliged to exercise any of its rights under this






 - 6 - 









 





	 	 	 	 	 

	 

	 	 	 	Clause, which
shall be without
prejudice to and in
addition to any right of
set-off, combination of
accounts, lien or other
right to which it is at
any time otherwise
entitled (whether by
operation of law,
contract or otherwise).
The Bank will notify the
Borrower as soon as
practicable after any
exercise of its above
rights, as the case may
be.
	 
	 	 	 	 
	23:

	 	Assignment
	:	(a) The
Borrower may not assign
or transfer any of its
rights or obligations
under this
Agreement.
	 
	 	 	 	 
	 

	 	 	 	(b) The Bank
may at any time transfer
by assignment, novation
or sub-participation to
any one or more banks or
other financial
institutions all or any
part of its rights and/or
of its obligations under
this Agreement or change
its lending office
provided that the
Borrower shall not be
obliged to make any
additional payment under
Clause 15 as a result
thereof.
	 
	 	 	 	 
	 

	 	 	 	(c) The Bank
may disclose to any
person proposing to enter
into contractual
arrangements with it in
relation to any or all of
the Loan Documents such
information about the
Borrower and this
transaction as it may
think fit. The
Borrower shall
promptly on request
supply such
documentation and other
evidence as may be
reasonably requested by
the Bank to enable the
Bank to carry out and be
satisfied it has complied
with all “know your
customer” or other
similar checks necessary
under applicable laws,
regulations and
guidelines.
	 
	 	 	 	 
	 

	 	 	 	(d) The Bank
may disclose details
of its account
relationship with the
Borrower (including
credit balances and any
security given for the
Facility) to all or any
of the following persons
(whether in or outside
Hong Kong):
	 
	 	 	 	 
	 

	 	 	 	(i) the
Bank’s parent company and
any of its offices,
branches, related
companies or
associates;

	 
	 	 	 	 
	 

	 	 	 	(ii) any
actual or proposed
participant or
sub-participant in, or
assignee or novatee of
the Bank’s rights in
relation to the
Borrower’s accounts;

	 
	 	 	 	 
	 

	 	 	 	(iii) any
agent, contractor or
third party service
provider which provides
services of any kind to
the Bank in
connection with the
operation of its
business;

	 
	 	 	 	 
	 

	 	 	 	(iv) any
financial institution
with which the
Borrower has or proposes
to have dealings to
enable credit checks to
be conducted on the
Borrower; and

	 
	 	 	 	 
	 

	 	 	 	(v) any
person to whom the Bank
is under an obligation to
make disclosure under the
requirements of any law
(whether in Hong Kong,
Thailand, the United
States of America, Taiwan
or elsewhere) binding on
the Bank or any of its
branches.

	 
	 	 	 	 
	24:

	 	Miscellaneous
	:	(a) Time
shall be of the essence
of this Agreement, but no
failure or delay on the
part of the Bank to
exercise or enforce any
right or remedy will
operate as a waiver
thereof, nor will any
single or partial or
defective exercise of any
right or remedy preclude
any other exercise or
enforcement






 - 7 - 









 





	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	 	thereof or the exercise of any other right or remedy. The rights
and remedies in this Agreement are cumulative, may be exercised as often
as the Bank considers appropriate and are not exclusive of any rights or
remedies provided by law.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(b) The illegality, invalidity or unenforceability of any
provision of this Agreement under the law of any
jurisdiction shall not affect its legality, validity or
enforceability under the laws of any other jurisdiction nor the legality,
validity or enforceability of any other provision.
	 
	 	 	 	 	 	 	 	 	 	 
	25:	 	Communications	 	:	 	(a) Every communication shall be in writing and may be made
by facsimile unless otherwise stated. Each communication
shall be sent to the relevant party, marked for the attention of the
person or office holder at the facsimile number or address designated in
writing by that party to the other of them.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(b) The initial facsimile number and address of the Borrower
and the Bank are as follows :
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Borrower:
	 	Crown Century Holdings Limited
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Unit 4303, 43/F.,
	 

	 	 	 	 	 	 	 	 	 	Metroplaza Tower 2 
	 

	 	 	 	 	 	 	 	 	 	223 Hing Fong Road
	 

	 	 	 	 	 	 	 	 	 	Kwai Chung
	 

	 	 	 	 	 	 	 	 	 	New Territories
	 

	 	 	 	 	 	 	 	 	 	Hong Kong
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Fax:
	 	(852) 2489 0769 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Designated Officer:
	 	 Mr. Carson Tien
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Bank:
	 	Bangkok Bank Public Company
	 

	 	 	 	 	 	 	 	 	 	Limited, Hong Kong Branch
	 

	 	 	 	 	 	 	 	 	 	28 Des Voeux Road
	 

	 	 	 	 	 	 	 	 	 	Central
	 

	 	 	 	 	 	 	 	 	 	Hong Kong
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Fax:
	 	(852) 2810 5679 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Should there be a change of address to which notices must be sent,
the Borrower must promptly inform the Bank. Such changes shall not be
effective until duly entered in the Bank’s records.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(c) Any communication from the Borrower shall be irrevocable
and ineffective until actually received. Any other communication shall
be deemed to have been received (i) in the case of a facsimile, when
despatched; (ii) in the case of a communication delivered by hand, when
left at the relevant party’s designated address; and (iii) in the case of
a communication sent postage prepaid, in a duly addressed envelope, two
Business Days after posting for inland mail and five Business Days after
posting for overseas mail,







 - 8 - 











 





	 	 	 

	 

	 	return of the communication through the post
notwithstanding.
	 
	 	 
	 

	 	(d) All communications shall be in the English language.
	 
	 	 
	26: Law 

	:	 (a) This Agreement and the Facility shall be governed
by Hong Kong law.
	 
	 	 
	 

	 	(b) The Borrower hereby submits to the non-exclusive
jurisdiction of the Hong Kong Courts.
	 
	 	 
	27: Process Agent 

	: 	The Borrower hereby confirms its irrevocable acceptance of
its appointment as process agent by the Guarantor under
Clause 25 of the Guarantee and undertakes to notify the
Bank forthwith if it shall at any time and for any reason
cease to be able to act as such process agents.





Please indicate your agreement to, and acceptance of, all the terms and conditions contained in
this letter by countersigning the enclosed duplicates.




for and on behalf of

Bangkok Bank Public Company Limited, Hong Kong Branch




	 	 	 

	[ILLEGIBLE]
 

Authorized Signatory

	 	 





The Borrower



We note, and agree to, all the terms of this Agreement.




Signed for and on behalf of

Crown Century Holdings Limited

by




	 	 	 	 	 

	/s/ Yuan Chun Tang
 

Name: Yuan Chun Tang

	 	/s/ Tien Yung Chow
 

Tien Yung Chow
	 	 
	Title: Director

	 	Director	 	 






- 9 -









 





Schedule 1




Interpretation (Clause 3)


Section (1)





In this Agreement and the Schedules hereto, unless the context otherwise requires:




“Advance” means a drawing of principal under the Facility;




“Advance Date” means the Business Day on which an Advance is made, or, as the
context requires, on which it is proposed an Advance be made, available to the Borrower;




“Availability Period” means (i) in relation to Tranche A, the period from and
including the date of this Agreement to and including the day falling 3 months thereafter;
and (ii) in relation to Tranche B, the period from and including the first Advance Date in
respect of Tranche A Advances to and including the day falling 12 months thereafter;




“this Agreement” means the Agreement constituted by this
letter;




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




	 	(a)	 	the interest which the Bank should have received for the period from the date
of receipt of all or any part of the Loan or any Unpaid Sum to the last day of the
current Interest Period in respect of the Loan or such Unpaid Sum, had the Loan or
Unpaid Sum (or relevant part thereof) received been paid on the last day of that
Interest Period,






exceeds:




	 	(b)	 	the amount which the Bank would be able to obtain by placing an amount equal to
the Loan or Unpaid Sum (or relevant part thereof) received by it on deposit with a
leading bank in the Hong Kong interbank market for a period starting on the Business
Day following receipt or recovery and ending on the last day of the current Interest
Period;






“Business Day” means a day (other than a Saturday) on which commercial banks are
open for business in Singapore and Hong Kong and, where a payment is to be made in US
Dollars, New York City;




“Consolidated Net Worth” means the aggregate of:




	 	(a)	 	the amount for the time being paid up or credited as paid up on the issued
share capital of the Borrower; and
	 
	 	(b)	 	the amounts for the time being standing to the credit of the consolidated
capital and revenue reserves, and other reserves of the Borrower and its Subsidiaries
including any share premium account, capital redemption reserve fund and profit and
loss account;






all as shown in the then latest audited or (as the case my be) unaudited consolidated
balance sheets of the Borrower and its Subsidiaries, but after:




	 	(i)	 	deducting therefrom any amount distributed or proposed to be distributed to
persons other than the Borrower and its Subsidiaries out of profits accrued on or
before the date of, and not provided for in, the said audited consolidated balance
sheet;
	 
	 	(ii)	 	deducting therefrom (if included) any amount included in such consolidation
attributable to minority interests;










- 10 -









 












“Consolidated Tangible Net Worth” means, as at any date of determination, the Consolidated
Net Worth minus the aggregate amount of goodwill, franchises, licenses, patents, trademarks, trade
names, copyrights, service marks, brand names, organizational and developmental expenses, covenants
not to compete and other intangible assets of the Borrower and its Subsidiaries on a consolidated
basis, in each case as determined in accordance with GAAP applied on a consistent basis;




“Consolidated Total Liabilities” means, as at any date of determination, the total
liabilities of the Borrower and its Subsidiaries on a consolidated basis that should be reflected
in a consolidated balance sheet of Borrower and its Subsidiaries in accordance with GAAP applied
on a consistent basis;




“CTW” means Charoong Thai Wire and Cable Public Co., Ltd., a company incorporated in
Thailand and listed on the Stock Exchange of Thailand;




“Deed of Undertaking” means a deed of undertaking to be executed by Ningbo in favour of
the Bank under which Ningbo shall agree, inter alia, not to create any encumbrance over its assets
as long as any Liabilities remain unpaid, in a form acceptable in all respects to the Bank;




“Event of Default” means any of the events or circumstances set out in Schedule 5;




“Facility” means Tranche A or Tranche B or the entire term loan facility of up to
US$14,000,000 as extended by the Bank to the Borrower under this Agreement;




“Final Maturity Date”, in respect of a Tranche, means the day falling 66 months after the
first Advance Date in respect of an Advance under that Tranche;




“GAAP” means generally accepted accounting principles and practices in Hong Kong;




“General Letter of Hypothecation” means the General Letter of Hypothecation dated on or
around the date of this Agreement and entered into between the Borrower and the Bank;




“Group” means the Borrower and its subsidiaries and shall include any subsidiaries not
incorporated in Hong Kong, from time to time;




“Guarantee” means the guarantee to be executed by the Guarantor in favour of the Bank in a
form acceptable in all respects to the Bank;




“Guarantor” means Asia Pacific Wire & Cable Corporation Limited, a company incorporated in
Bermuda and traded on the Over-The-Counter Bulletin Board of New York, the United States of
America;




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




“Ing-Chiang Township” means 




“Interest Period” means a period determined under Clause 11(b) as the period for the
calculation of interest in relation to the Loan or, if the context requires, an Advance or a
funding period determined under Clause 14;




“Liabilities” means the total from time to time of all principal, interest, fees and other
amounts outstanding under the Loan Documents (whether actual or contingent);




“Loan” means the aggregate principal amount advanced by the Bank under the Facility
(including all Advances) or, as the context requires, the outstanding balance thereof;




“Loan Documents” means this Agreement, the Guarantee, the Share Pledge, the Deed of
Undertaking and the Trade Finance Documents and includes any documents ancillary or supplemental
thereto and any other securities, guarantees, indemnities, instruments or








- 11 -









 












documents which may now or later be executed in support of or as security for the Liabilities, and
any reference to a Loan Document in relation to any person shall be to a Loan Document to which
that person is, or will upon execution of the same be, a party;




“Margin” means 2.5% per annum;




“Notice of Drawing” means a request for an Advance in the form of Schedule 6;




“Ningbo” means Ningbo Pacific Cable Ltd., a company incorporated in the PRC;




“Ningbo’s Liabilities” means the total from time to time of all indebtedness owed by
Ningbo to the Borrower (whether actual or contingent);




“Obligors” means the parties to the Loan Documents from time to time other than the Bank
and “Obligor” means any of them;




“Permitted Disposals” means any sale, lease, transfer or other disposal:




	 	(a)	 	made in the ordinary course of trading of the Borrower;
	 
	 	(b)	 	of the Borrower’s shares in Shanghai Yayang; or
	 
	 	(c)	 	of Ningbo’s Liabilities, by means of payment of the same by Ningbo, either in accordance with
Clause 16 or by issuing new shares or equity interests in Ningbo to the Borrower, on or after
the fulfilment of all the conditions subsequent in Part 2, Schedule 2;






“Permitted Encumbrance” means




	 	(a)	 	any netting or set-off arrangement entered into by the Borrower in the ordinary course of its
banking arrangements for the purpose of netting debit and credit balances;
	 
	 	(b)	 	any lien arising by operation of law and in the ordinary course of trading;
	 
	 	(c)	 	any encumbrance over or affecting any asset acquired by the Borrower after the date of this
Agreement if:






	 	(i)	 	that encumbrance was not created in contemplation of the acquisition
of that asset by the Borrower; and
	 
	 	(ii)	 	the principal amount secured has not been increased in contemplation
of, or since the acquisition of that asset by the Borrower;






“PEWC (THAI)” means PEWC (Thailand) Co., Ltd., a company incorporated in Thailand;




“Pledged Shares” means those shares in CTW which are the subject of the Share Pledge;




“Pledgors” means Singvale and PEWC (THAI), each a “Pledgor”;




“Potential Event of Default” means any event or circumstance which may become, with the
giving of notice, expiry of any grace period, lapse of time, the making of a determination under
the Loan Documents, or the occurrence of any other condition or thing or any combination thereof,
an Event of Default;




“PRC” means the People’s Republic of China;




“PRC Holdings” means PRC (APWC) Holdings Ltd., a company incorporated in the British
Virgin Islands and an indirect wholly-owned Subsidiary of the Guarantor;




“Security Value” means the aggregate at any time of (i) the closing price of a share of
CTW on the Stock Exchange of Thailand multiplied by the number of Pledged Shares at the








- 12 -









 












relevant time (converted into US Dollars at the rate of exchange between Thai Baht and US
Dollars quoted on the Reuters Screen ASAP Page at or around the time on the day the closing
price of CTW’s shares are taken for the purpose of Calculating this value) and (ii) the
current value of any Alternative Security provided pursuant to paragraph 5 of Schedule 4,
determined by means of valuation and/or reference to prevailing market prices for the
relevant assets and (1) in the case of shares in a company listed on a stock exchange, by
reference to the closing price of a share in that company on the stock exchange multiplied
by the number of shares provided as security under this Agreement at the relevant time (if
not denominated in US Dollars, converted into US Dollars at the relevant rate of exchange
quoted on the Reuters Screen ASAP Page at or around the time on the day the closing price
of the relevant company’s shares is taken for the purpose of calculating this value) and
(2) in any other case, by reference to a valuation supplied by the Borrower or, if such
valuation is not acceptable to the Bank (which shall have an absolute discretion in this
regard) by reference to a valuation prepared by a professional valuer acceptable to the
Bank appointed by (and at the cost of) the Borrower;




“Shanghai Yayang” means Shanghai Yayang Co., Ltd., a company incorporated in PRC;




“Share Pledge” means the share pledge agreement to be executed by the Pledgors in
such form as shall be acceptable to the Bank and pursuant to which the Pledgors, inter
alia, charges not fewer than 112,000,000 of its shares in CTW in favour of the Bank;




“SIBOR” means the annual rate of interest applicable for each Interest Period in
respect of the Loan determined and conclusively, in the absence of manifest error,
certified by the Bank to be the rate (rounded up, if necessary, to the next 1/16 per
cent.) at which US Dollar deposits in amounts comparable to the principal amount to which
such Interest Period relates are offered to the Bank for that Interest Period by prime
banks in the Singapore inter-bank market at or about 11:00 a.m. 2 Business Days before the
first day of that Interest Period;




“Sigma Cable” means Sigma Cable Company (Private) Limited, a company incorporated
in Singapore;




“Singapore” means the Republic of Singapore;




“Singvale” means Singvale PTE LTD, a company incorporated in Singapore;




“Subsidiary” has the meaning ascribed to “subsidiary” in the Companies Ordinance
(Cap. 32) of Hong Kong;




“Trade Finance Documents” means the Trade Financing General Agreement and the
General Letter of Hypothecation, together with the facility letter dated 19th
November, 2010 in relation to, inter alia, certain trade finance facilities provided by the
Bank to the Borrower of up to US$8,000,000;




“Trade Financing General Agreement” means the Trade Financing General Agreement
dated on or around the date of this Agreement and entered into between the Borrower and the
Bank;




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




“Thai Baht” means the lawful currency of Thailand;




“Thailand” means the Kingdom of Thailand; and




“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the
Loan Documents.


Section (2)





Unless the context requires otherwise, any reference in this Agreement to :








- 13 -









 












an “agreement” also includes a concession, contract, deed, franchise, licence, treaty or
undertaking and any waiver or release (in each case, whether oral, written, implied or by operation
of law);




“applicable law” means Hong Kong law and in the case of any corporation the law of (i) the
jurisdiction in which it was incorporated and (ii) any jurisdiction in which it has established a
place of business or is registered for the purpose of carrying on business;




the “assets” of any person shall be construed as a reference to the whole or any part of
its business, undertaking, property, assets, rights and revenues (including any right to receive
revenues);




a “communication” includes a notice, demand, consent, confirmation, certificate, approval
and document delivered or to be delivered to any party under this letter;




a “consent” also includes an approval, authorization, exemption, filing, licence, order,
permission, recording or registration (and references to “obtaining consents” shall be
construed accordingly);




a “directive” includes any present or future directive, regulation, request, requirement,
or credit restraint programme (in each case, having the force of law);




“encumbrance” means any mortgage, charge, pledge, lien, assignment by way of security,
financial lease, deferred purchase, sale-and-repurchase or sale-and leaseback arrangement,
hypothecation, retention of title by a vendor or other security interest given or arising, in
respect of any assets, and any arrangement the effect of which is to prefer any creditor or any
agreement for any of the same;




something having a “material adverse effect” on a person is a reference to its having a
material adverse effect (a) on that person’s financial condition or business or operations or (b)
on its ability to perform and comply with its obligations under the Loan Documents;




“materiality” in respect of any matter, thing or circumstance or to any matter, thing or
circumstance being “material” is, subject as otherwise provided in this Schedule, to that
matter, thing or circumstance being considered by the Bank (acting reasonably) of significance or
having or being likely to have in the opinion of the Bank (acting reasonably) a material
consequence or effect in the context of the relevant situation;




any matter, warranty or obligation being correct, performed or satisfied in “any material
respect” or “in all material respects” is to that matter, warranty or obligation being
substantially correct, performed or satisfied to the extent that in the opinion of the Bank there
has been no inaccuracy or omission which, in the relevant circumstances, is of significance or has
or may have any effect or consequence;




“including”, “includes” and any similar expression shall be deemed to mean
“including without limitation” or “includes without limitation”;




a “month” means a period commencing on a day in a calendar month and ending on the
corresponding day in the next calendar month or, if there is none, ending on the last day of the
next calendar month;




a “person” includes any individual, company, corporation, firm, partnership, joint
venture, association, organisation or trust (in each case, whether or not having a separate legal
personality) and references to any of the same shall include a reference to the others;




“tax(es)” includes any present or future tax, levy, impost, duty, charge or fee, (or any
deduction or withholding on account of any of the foregoing) of any nature and whatever called, by
whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed;








- 14 -









 












any law, directive or agreement shall be to the same as from time to time
re-enacted, amended or modified (as the case may be);




any Loan Document or other document or any provision of any Loan Document or such other
document shall be construed as references to that Loan Document, that other document or that
provision as amended, modified or supplemented from time to time;




any party to the Loan Documents or any other agreement shall be to it and its permitted
successors, assigns and personal representatives;




any collective definition shall be to the persons or things comprising it as a whole or to
any one or more of them or to any part of the relevant thing or matter;




references to Clauses are to clauses in this Agreement, unless otherwise specified;



references to Sub-clauses are to sub-clauses in the clause in which the reference
appears;




time is to Hong Kong time unless otherwise stated; and




words denoting the singular shall include the plural and vice versa and any use of the
neuter gender shall also be deemed to be a reference to the masculine and feminine genders and
each of them.




- 15 -









 








Schedule 2




Part 1



Conditions Precedent to Availability (Clause 6(a))




	(1)	 	Copies, certified as true, complete and up-to-date by the Secretary or a Director of
each of the Obligors, of:






(i) its certificate of incorporation and memorandum and articles of association (or
equivalent constitutional documents);




(ii) a list of its directors and shareholders; and




(iii) resolutions of its board of directors, and, if so required by the Bank or its legal
counsel, its shareholders, approving the terms of the Loan Documents and authorising a
person or persons to execute the same and any other notices or documents required in
connection herewith, and the specimen signature(s) of such person(s).




	(2)	 	The Share Pledge duly executed by the Pledgors together with copies or originals of all
notices, consents, acknowledgements and other documents to be received, given or exchanged
pursuant to the Share Pledge.
	 
	(3)	 	Originals of the certificates relating to the Pledged Shares.
	 
	(4)	 	The Guarantee duly executed by the Guarantor.
	 
	(5)	 	Each of the Trade Finance Documents duly executed by the Borrower.
	 
	(6)	 	A legal opinion in relation to the Loan Documents (other than the Trade Finance Documents)
and the Borrower in form and substance acceptable to the Bank from Deacons.
	 
	(7)	 	A legal opinion in relation to the Guarantee and the Guarantor in form and substance
acceptable to the Bank from lawyers in Bermuda.
	 
	(8)	 	A legal opinion in relation to the Share Pledge and PEWC (THAI) in form and substance
acceptable to the Bank from lawyers in Thailand.
	 
	(9)	 	A legal opinion in relation to the Share Pledge and Singvale in form and substance acceptable
to the Bank from lawyers in Singapore.
	 
	(10)	 	Evidence that any agent appointed by any of the Obligors to accept service of process on it
pursuant to the Loan Documents has accepted its appointment.
	 
	(11)	 	Copies, certified by a director of the Borrower or, as the case may be, the Guarantor as
true, complete and up-to-date, of the most recent consolidated and unconsolidated audited
financial statements of the Borrower and its Subsidiaries and the Guarantor and its
Subsidiaries.
	 
	(12)	 	Such other documents as the Bank may reasonably request.









- 16 -









 








Part 2 




Conditions Subsequent (Clause 6(b))




	(1)	 	Evidence satisfactory to the Bank that all Ing-Chiang Township’s shares or equity
interests in Ningbo have been transferred to PRC Holdings, on or before 30 June, 2013.






	(2)	 	Evidence satisfactory to the Bank that all Sigma Cable’s shares or equity interests in Ningbo
have been transferred to PRC Holdings, on or before 30 June, 2012.






	(3)	 	Evidence satisfactory to the Bank that all PRC Holdings’ shares or equity interests in Ningbo
have been transferred to the Borrower and that the Borrower has thereupon become the sole
beneficial shareholder or owner of Ningbo, on or before 30 June, 2013.






	(4)	 	A Deed of Undertaking duly executed by Ningbo, on or before 30 June, 2013.









- 17 -









 








Schedule 3




Representations (Clause 18(a))




	(1)	 	The Borrower represents to the Bank that:






(a) each of the Obligors is a company duly incorporated, registered and existing under the
laws of its jurisdiction of incorporation and has full power, authority and legal right to
own its assets and to carry on its business;




(b) each of the Obligors has the necessary corporate power to enter into, exercise its
rights and observe its obligations, under the Loan Documents;




(c) all corporate and other action, conditions, consents, and things required under the laws
of all relevant jurisdictions:




(i) to enable each Obligor lawfully to enter into, exercise its rights and
observe its obligations under the Loan Documents;




(ii) to ensure that those obligations are legal, valid and enforceable in
accordance with their terms; and




(iii) to make the Loan Documents admissible in evidence;




have been or, as the case may be, will on or before the first Advance Date be done,
fulfilled, obtained and performed properly and truthfully in strict compliance with any
applicable laws;




(d) subject to the qualifications contained in any legal opinion obtained by the Bank, each
Loan Document constitutes (or when executed will constitute) the valid and binding
obligations of each Obligor, enforceable in accordance with its respective terms;




(e) it is not necessary to ensure the legality, validity, enforceability, admissibility in
evidence or priority of the Loan Documents that any of them be filed, recorded or enrolled
with any court or authority anywhere save that the Borrower shall procure that particulars
of the Share Pledge be entered on the register of mortgages and charges maintained at the
registered office of each of the Pledgors and a copy of the register showing such entries
shall be certified by a director of each of the Pledgors and filed at the Registry of
Corporate Affairs of Singapore and Thailand (as the case may be);




(f) the entry into, the exercise of its rights, and the performance of or compliance with
its obligations under the Loan Documents by each of the Obligors do not and will not:




(i) violate any law or directive to which it is subject;




(ii) contravene any consent, duty, instrument or agreement which is binding
on it or on any of its assets;




(iii) violate its constitutional documents;




(iv) result in the existence of, or oblige it to create, any encumbrance over
its assets (other than an encumbrance created by any Loan Document); or




(v) result in the acceleration of any of its indebtedness;




- 18 -











 






	 	 	(g) no Obligor is in default under any law, directive, consent, agreement or
obligation applicable to it which could have a material adverse effect on it;
	 
	 	 	(h) except as disclosed in writing to the Bank prior to the date of this Agreement no
litigation, arbitration or administrative proceeding is current, pending or threatened:






	 	 	 	(i) to restrain any Obligor from entering into, exercising its rights or observing
its obligations under, the Loan Documents or which may otherwise adversely affect
enforcement of any Loan Document; or
	 
	 	 	 	(ii) which has or could have a material adverse effect on any Obligor or on the
validity or effectiveness of any Loan Document;






	 	 	(i) all information supplied to the Bank in connection with each of the Obligors, Ningbo
(and its acquisition), CTW and the Facility, including all financial statements, is, true,
complete and accurate in all material respects, not misleading and does not omit material
facts, and all reasonable enquiries have been made to verify the facts contained therein,
and there are no other facts the omission of which would make any fact or statement therein
misleading and any assumptions, forecasts or projections contained in such information were
made fairly and honestly on reasonable grounds;
	 
	 	 	(j) no encumbrance exists over any of the assets of the Obligors other than those created
or permitted under the Loan Documents or those arising by operation of law or any netting
or set-off arrangement entered into by the Borrower in the ordinary course of its banking
arrangements for the purpose of netting debt and credit balances;
	 
	 	 	(k) the payment obligations of each of the Obligors under the Loan Documents are direct,
general and unconditional obligations and, but for the encumbrances created under the Loan
Documents, rank pari passu in all respects with all the other present and future unsecured
and unsubordinated indebtedness and obligations (including contingent obligations) of the
Obligors, except indebtedness and obligations mandatorily preferred by law;
	 
	 	 	(l) there is no tax applicable to any payment to be made by any Obligor pursuant to any
Loan Document or to be imposed on or by virtue of the execution and delivery, performance
or enforcement of any Loan Document;
	 
	 	 	(m) the audited consolidated and unconsolidated financial statements of the Borrower for
the most recent financial period available, copies of which have been delivered to the Bank
give a true and fair view of its financial condition and operations for the period
indicated and as at the last date of that period;
	 
	 	 	(n) there has been no material adverse change in the ordinary course of its business or its
financial standing since the date of the balance sheet in the financial statements referred
to in paragraph (m);
	 
	 	 	(o) no Event of Default has occurred which has not been waived or remedied or will occur as
a result of its entry into, and observing its obligations under, the Loan Documents.
	 
	(2)	 	Each of the above representations shall be deemed to be repeated on each Advance Date and
the first day of each calendar month by reference to facts and circumstances then existing
whilst the Bank has any obligations under this Agreement or any Liabilities remain unpaid.






- 19 -









 








Schedule 4




Borrower’s Covenants and Undertakings (Clause 18(b))




	(1)	 	The Borrower shall keep and prepare its books of account and financial statements in
accordance with the laws of Hong Kong and GAAP.
	 
	(2)	 	The Borrower shall deliver to the Bank:
	 
	 	 	(a) as soon as available, and in any event within 180 days after the end of each of its
financial years beginning with 31 December 2009, copies of its audited (and, as
appropriate, consolidated) accounts (in each case audited by an independent firm of
accountants acceptable to the Bank) and the related directors’ and auditors’ reports for
each financial year of the Borrower;
	 
	 	 	(b) with reasonable promptness, details of any material litigation, arbitration or
administrative proceeding current or, to its knowledge, threatened by or against it;
	 
	 	 	(c) all such other information relating to its and each other Obligor’s financial condition
and business as may be required by the Bank,.
	 
	(3)	 	The Borrower shall notify the Bank promptly of:
	 
	 	 	(a) the occurrence of a Potential Event of Default or an Event of Default;
	 
	 	 	(b) any amendment to its memorandum and/or articles of association (or other constitutional
documents);
	 
	 	 	(c) any change to its authorized signatories under this Agreement and provide to the Bank
specimen signatures of the new authorized signatories; and
	 
	 	 	(d) any factor which may inhibit, impair or delay the performance of its obligations under
the Loan Documents, upon becoming aware of the same.
	 
	(4)	 	The Borrower undertakes and agrees with the Bank throughout the continuance of this Agreement
and so long as any sum remains owing hereunder that:
	 
	 	 	(a) the Consolidated Tangible Net Worth shall not be less than US$50,000,000;
	 
	 	 	(b) the ratio of Consolidated Total Liabilities to Consolidated Net Worth shall not be more
than 0.45 : 1; and
	 
	 	 	(c) the ratio of Consolidated Total Liabilities to Consolidated Tangible Net Worth shall not
be more than 0.6 : 1.
	 
	(5)	 	The Borrower undertakes and agrees with the Bank throughout the continuance of this Agreement
and so long as any sum remains owing hereunder to maintain the ratio of the Liabilities to the
Security Value at all time at not more than 0.65 : 1. If the ratio shall at any time exceed
this level, it shall within three (3) Business Days of a demand by the Bank or such longer
period as the Bank may agree, at the Borrower’s own cost, either:






	 	(a)	 	procure that additional shares in CTW are provided as security to the Bank on
the same or similar terms (determined by the Bank) to the Share Pledge; or
	 
	 	(b)	 	prepay without premium or penalty a part of the Loan in accordance with the
provisions of this Agreement; or
	 
	 	(c)	 	with the consent of the Bank, procure that different assets
(“Alternative
Security”) are mortgaged , charged or, depending on the nature of the Alternative
Security, made




- 20 -









 






	 	 	 	subject to an encumbrance of at least equal ranking and validity as the Share
Pledge on such terms and conditions as the Bank may impose,






	 	 	to the intent that the ratio of the Liabilities to the amount of the Security Value shall
return to not more than 0.65 : 1.
	 
	(6)	 	The Borrower shall obtain and maintain, or procure that there shall be obtained and
maintained, all necessary licences, consents and authorizations in relation to the Facility
and the Loan Documents and comply, and procure compliance by the other Obligors with, with all
laws, regulations, rules and orders which are applicable to the Facility and the Loan
Documents.
	 
	(7)	 	The Borrower will as and whenever the Bank so requires, permit the Bank and its
representatives at reasonable times and on reasonable prior notice to inspect its and each
other Obligor’s books of account and other accounting records and will cause its and their
employees and accountants to cooperate and assist fully in connection with any such inspection
or any meetings convened by the Bank in connection with or as a result thereof.
	 
	(8)	 	The Borrower further undertakes and agrees with the Bank that throughout the continuance of
this Agreement and so long as any sum remains owing hereunder:-






	 	(a)	 	it shall not create or permit to subsist any encumbrance over any of its assets
other than the Permitted Encumbrance;
	 
	 	(b)	 	it shall not to sell, transfer, assign or dispose of the whole or a part of any
of its assets other than the Permitted Disposals, without the Bank’s prior written
consent;
	 
	 	(c)	 	there shall be no material change to the general nature of its business from
that carried on at the date of this Agreement; and
	 
	 	(d)	 	it shall remain a direct wholly-owned Subsidiary of PRC Holdings.






	(9)	 	The Borrower further undertakes to procure that Sigma Cable does not demand repayment of its
loans provided to Ningbo without the written consent of the Bank.









- 21 -









 








Schedule 5




Events of Default (Clause 19)




	(1)	 	If any Obligor does not pay in the manner provided in the Loan Documents any sum payable
thereunder when due.
	 
	(2)	 	If any representation, warranty, undertaking or statement by any Obligor in any Loan Document
or in any document delivered thereunder is not complied with or is or proves to have been
incorrect in any respect when made or in any material respect when repeated or deemed to be
repeated pursuant to any such Loan Document.
	 
	(3)	 	If any Obligor fails duly to perform any of its other obligations or to observe any of the
terms and conditions imposed on it by any Loan Document and such failure is not capable of
remedy or, if remediable, has not been remedied within 3 days after notice from the Bank
requiring its remedy.
	 
	(4)	 	If any indebtedness of any Obligor (other than in respect of Liabilities):






	 	(i)	 	is not paid when due or within any applicable grace period in any agreement
relating to that indebtedness; or
	 
	 	(ii)	 	becomes due and payable before its normal or anticipated maturity by reason
of a default or event of default, however described; or
	 
	 	(iii)	 	which is in respect of a guarantee, becomes actual indebtedness and such
actual indebtedness is not paid or discharged within 7 days.






	(5)	 	The occurrence of any event or circumstance set out in Clause 10 of the Trade Financing
General Agreement.
	 
	(6)	 	If any Obligor becomes bankrupt, insolvent, is unable to pay its debts as they fall due,
stops, suspends or threatens to stop or suspend payment of all or a material part of its debts
or ceases or threatens to cease to carry on its business or any material part of its business,
begins negotiations or takes any proceeding or other step with a view to readjustment,
rescheduling or deferral of its indebtedness (or of any part of its indebtedness which it will
or might otherwise be unable to pay when due) or proposes or makes a general assignment or any
arrangement or composition with or for the benefit of its creditors or a moratorium is agreed
or declared in respect of or affecting all or any material part of its indebtedness.
	 
	(7)	 	If a distress, attachment, execution or other legal process is levied, enforced or sued out
on or against the assets of any Obligor and is not discharged within 7 days provided that days
during which the same, having been contested in good faith, is stayed shall not be counted for
this purpose.
	 
	(8)	 	If any present or future security on or over the assets of any Obligor becomes enforceable,
or any step (including the taking of possession or the appointment of a receiver, manager or
similar officer) is taken to enforce that security, provided that any period during which any
such action is being contested in good faith shall be disregarded for the purposes of this
Paragraph.










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	(9)	 	If any action is taken by any person for the dissolution, winding up or
bankruptcy of any Obligor, except for the purpose of and followed by a reconstruction,
amalgamation or reorganisation on terms previously approved by the Bank.
	 
	(10)	 	If any action or condition (including the obtaining of any necessary consent) required at any
time to be taken or fulfilled in order to ensure that each of the Loan Documents is legal,
valid and enforceable in all respects is not taken, or fulfilled or any such consent ceases to
be in full force and effect without modification or any condition in or relating to any such
consent is not complied with.
	 
	(11)	 	If it is or will become unlawful for any Obligor to perform or comply with any one or more of
its obligations under the Loan Documents or any such obligation is not or ceases to be
enforceable.
	 
	(12)	 	If the obligations of any Obligor under the Loan Documents are not (or are claimed by any
Obligor not to be) in full force and effect or if the Guarantee is terminated whether pursuant
to Clause 10 thereof or otherwise.
	 
	(13)	 	If any action or proceeding of or before any court or authority shall be commenced (and not
withdrawn or dismissed within a period of 28 days after its commencement) to enjoin or
restrain the performance of and compliance with any obligation expressed to be assumed by any
Obligor in the Loan Documents or in any manner to question the right and power of any Obligor
to enter into, exercise its rights under and perform and comply with any obligation expressed
to be assumed by it in the Loan Documents or the legality, validity or enforceability of the
Loan Documents.
	 
	(14)	 	If there occurs, in the opinion of the Bank (acting reasonably), any event or circumstance
having a material adverse effect upon any Obligor.
	 
	(15)	 	Without prejudice to any other provision of this Schedule 5, any of the conditions specified
in Clause 6(b) and Part 2, Schedule 2 is not satisfied within the time period specified in
Part 2, Schedule 2 applicable to each such condition.






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Schedule 6




Notice of Drawing (Clause 7(a))



	 	 	 	 	 

	From

	 	:
	 	Crown Century Holdings Limited
	 
	 	 	 	 
	To

	 	:
	 	Bangkok Bank Public Company Limited, Hong Kong Branch
	 
	 	 	 	 
	Attention

	 	:
	 	[                    ]






[•], 20[ ]     




Dear Sirs,




US$14,000,000 Term Loan Facility Agreement dated [           ] (“Agreement”)



1. Terms and expressions defined in the Agreement have the same meanings in this notice.



2. We hereby give you irrevocable notice that we wish to draw an Advance under the
Facility on the following terms:




	 	 	 

	Amount:

	 	US$[Note (1)].
	 
	 	 
	Type of Facility:

	 	[Tranche A
Specific / Tranche A
General / Tranche B
Specific / Tranche B
General] [Note (2)]
	 
	 	 
	Proposed Advance Date:

	 	[Note (3)] or, if
that is not a Business
Day, on the next
succeeding Business
Day.
	 
	 	 
	[First Advance Interest
Period:

	 	[Note (4)].]
	 
	 	 
	or
	 	 
	 
	 	 
	[Subsequent Advances:

	 	Interest Period to
end on the last day of
the then current Interest
Period in respect of the
balance of the
Loan.]





3. Please pay the Loan into our account with [Note (5)] number [Note (5)], at [Note (5)].



[4. Please find enclosed certified copies of the invoices for the construction costs
/ machinery / equipment of Ningbo to be financed by this Advance.] [Note (6)]




	 	 	 	 	 
	 	For and on behalf of

Crown Century Holdings Limited





 	 
	 	Authorised Signatory 

 	 
	 	 	 
	 	 	 
	 



Notes:






 




			
	(1)	 	Insert amount
	 
	(2)	 	Delete as appropriate
	 
	(3)	 	Insert Advance Date
	 
	(4)	 	Insert Interest Period of one/two/three month(s)
	 
	(5)	 	Complete as appropriate
	 
	(6)	 	For Tranche A Specific and Tranche B Specific only — delete as appropriate






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