CIBC World Markets CIBC WORLD MARKETS PLC Cottons Centre Cottons Lane London, England SE1 2QL Tel: 44 (0)20 7234 4127 Fax: 44 (0)20 7407 4127Facilities Agreement • March 25th, 2004 • Trench Electric Bv • General industrial machinery & equipment
We refer to the above Facilities Agreement and to the Trench Group Bank Presentation dated 22 November 2000 (the “Presentation”). Unless a contrary intention appears, terms and expressions defined in the Facilities Agreement shall have the same meanings when used in this letter and references to clauses and schedules of the Facilities Agreement.
DATED April 2002 TRENCH LIMITED AND SHANGHAI INSTRUMENT TRANSFORMER WORKS CO LTD SHANGHAI SITICO INTERNATIONAL TRADING COMPANY AND MWB (SHANGHAI) CO LTDSeries Reactor Technology Head-Licence Agreement • March 26th, 2003 • Trench Electric Bv • General industrial machinery & equipment • Hong Kong
For the purposes of this Agreement, SITW shall be referred to as the “Licensee” unless otherwise provided. SITICO shall act as the agent of the Licensee only for the import of the Series Reactor Technology and Know-how, which shall only be obliged to perform the payment obligations and other related commercial obligations as agent for SITW related to the import of the Series Reactor Technology and Know-how. SITICO shall not acquire any rights in relation to this Series Reactor Technology and Know-how as a result of entering into this Agreement. SITICO will not be responsible for any breach by the Licensee and the Joint Venture Company.
CIBC World Markets CIBC WORLD MARKETS PLC Cottons Centre Cottons Lane London, England SE1 2QL Tel: 44 (0)20 7234 4127 Fax: 44 (0)20 7407 4127Facilities Agreement • March 25th, 2004 • Trench Electric Bv • General industrial machinery & equipment
FACILITIES AGREEMENT DATED 18 APRIL 2000 AS AMENDED AND RESTATED ON 20 JUNE 2000 AND MADE BETWEEN TRENCH ELECTRIC HOLDING B.V. (AS PARENT) (1), THE COMPANIES LISTED IN SCHEDULE II THERETO (AS ORIGINAL BORROWERS) (2), THE COMPANIES LISTED IN SCHEDULE III THERETO (AS GUARANTORS AND CHARGING COMPANIES) (3), CIBC WORLD MARKETS PLC, BARCLAYS BANK PLC, CREDIT LYONNAIS AND NM ROTHSCHILD & SONS LIMITED (AS BANKS) (4), CIBC WORLD MARKETS PLC (AS ARRANGER) (5), CIBC WORLD MARKETS PLC (AS ISSUING BANK) (6), CIBC WORLD MARKETS PLC (AS AGENT) (7), CANADIAN IMPERIAL BANK OF COMMERCE (AS CANADIAN LENDER) (8) AND CIBC WORLD MARKETS PLC (AS SECURITY AGENT) (9) (AS FURTHER AMENDED FROM TIME TO TIME THE “FACILITIES AGREEMENT”)
CIBC World Markets CIBC WORLD MARKETS PLC Cottons Centre Cottons Lane London, England SE1 2QL Tel: 44 (0)20 7234 4127 Fax: 44 (0)20 7407 4127Facilities Agreement • March 25th, 2004 • Trench Electric Bv • General industrial machinery & equipment
FACILITIES AGREEMENT DATED 18 APRIL 2000 AS AMENDED AND RESTATED ON 20 JUNE 2000 AND MADE BETWEEN TRENCH ELECTRIC HOLDING B.V. (AS PARENT) (1), THE COMPANIES LISTED IN SCHEDULE II THERETO (AS ORIGINAL BORROWERS) (2), THE COMPANIES LISTED IN SCHEDULE III THERETO (AS GUARANTORS AND CHARGING COMPANIES) (3), CIBC WORLD MARKETS PLC, BARCLAYS BANK PLC, CREDIT LYONNAIS AND NM ROTHSCHILD & SONS LIMITED (AS BANKS) (4), CIBC WORLD MARKETS PLC (AS ARRANGER) (5), CIBC WORLD MARKETS PLC (AS ISSUING BANK) (6), CIBC WORLD MARKETS PLC (AS AGENT) (7), CANADIAN IMPERIAL BANK OF COMMERCE (AS CANADIAN LENDER) (8) AND CIBC WORLD MARKETS PLC (AS SECURITY AGENT) (9), AS AMENDED BY A SIDE LETTER DATED 29 NOVEMBER 2000, A SIDE LETTER DATED 12 JANUARY 2001, A SIDE LETTER DATED 12 JULY 2001 AND A SIDE LETTER DATED 7 MARCH 2002, A SIDE LETTER DATED 8 SEPTEMBER 2002 AND A SIDE LETTER DATED ON OR ABOUT THE DATE HEREOF OF 2002 (THE “FACILITIES AGREEMENT”)
CIBC World Markets CIBC WORLD MARKETS PLC Cottons Centre Cottons Lane London, England SE1 2QL Tel: 44 (0)20 7234 4127 Fax: 44 (0)20 7407 4127Facilities Agreement • March 25th, 2004 • Trench Electric Bv • General industrial machinery & equipment
We refer to the above Facilities Agreement and to the proposal of the Trench Group addressed to the Agent dated 16 August 2002 to increase the shareholding of Trench (U.K.) Limited in the Fushun Joint Venture from 50.4% to 65% (the “Proposal").
EQUITY TRANSFER AGREEMENTEquity Transfer Agreement • March 26th, 2003 • Trench Electric Bv • General industrial machinery & equipment
PARTIES: Fushun Electric Porcelain Works, an enterprise organised and existing pursuant to the Laws of the People’s Republic of China (“PRC”), and registered with the Fushun Municipality Administration of Industry and Commerce, Liaoning Province with its legal address at 2 Liquan Road, Xinfu District, Fushun, Liaoning Province, PRC (“Transferor”).
DATED April 2002 TRENCH LIMITED AND SHANGHAI INSTRUMENT TRANSFORMER WORKS CO LTD SHANGHAI SITICO INTERNATIONAL TRADING COMPANY AND MWB (SHANGHAI) CO LTDLine Trap Technology Head-Licence Agreement • March 26th, 2003 • Trench Electric Bv • General industrial machinery & equipment • Hong Kong
For the purposes of this Agreement, SITW shall be referred to as the “Licensee” unless otherwise provided. SITICO shall act as the agent of the Licensee only for the import of the Line Trap Technology and Know-how, which shall only be obliged to perform the payment obligations and other related commercial obligations as agent for SITW related to the import of the Line Trap Technology and Know-how. SITICO shall not acquire any rights in relation to this Line Trap Technology and Know-how as a result of entering into this Agreement. SITICO will not be responsible for any breach by the Licensee and the Joint Venture Company.
DATED April 2002 TRENCH LIMITED AND SHANGHAI INSTRUMENT TRANSFORMER WORKS CO LTD SHANGHAI SITICO INTERNATIONAL TRADING COMPANY AND MWB (SHANGHAI) CO LTDShunt Reactor Technology Head-Licence Agreement • March 26th, 2003 • Trench Electric Bv • General industrial machinery & equipment • Hong Kong
For the purposes of this Agreement, SITW shall be referred to as the “Licensee” unless otherwise provided. SITICO shall act as the agent of the Licensee only for the import of the Shunt Reactor Technology and Know-how, which shall only be obliged to perform the payment obligations and other related commercial obligations as agent for SITW related to the import of the Shunt Reactor Technology and Know-how. SITICO shall not acquire any rights in relation to this Shunt Reactor Technology and Know-how as a result of entering into this Agreement. SITICO will not be responsible for any breach by the Licensee and the Joint Venture Company.
CIBC World Markets CIBC WORLD MARKETS PLC Cottons Centre Cottons Lane London, England SE1 2QL Tel: 44 (0) 20 7234 4127 Fax: 44 (0) 20 7407 4127Facilities Agreement • March 25th, 2004 • Trench Electric Bv • General industrial machinery & equipment
We refer to the above Facilities Agreement and to the Trench Group Bank Presentation dated 22 November 2000 (the “Presentation”). Unless a contrary intention appears, terms and expressions defined in the Facilities Agreement shall have the same meanings when used in this letter and references to clauses and schedules of the Facilities Agreement.
24th March 2004 Trench Electric Holding B.V. Prof JH Bavincklaan 7 1183 Amstelveen PO Box 7827 1008 AA Amsterdam The Netherlands Attn: Michael Bissell Dear Sir Re: Trench Electric Holding B.V. Facilities Agreement dd 18th April 2000Facilities Agreement • March 25th, 2004 • Trench Electric Bv • General industrial machinery & equipment
We refer to clause 17.1(g) of the above mentioned agreement and your letter addressed to CIBC World Markets plc dated 15 March 2004 and we confirm having received majority bank consent to waive the one-time overspend on the Shanghai Capital Expenditure in respect of the Trench Capital Expenditure Covenant 2003.
CIBC World Markets CIBC WORLD MARKETS PLC Cottons Centre Cottons Lane London, England SE1 2QL Tel: 44 (0)20 7234 4127 Fax: 44 (0)20 7407 4127Facilities Agreement • March 25th, 2004 • Trench Electric Bv • General industrial machinery & equipment
Unless a contrary intention appears, terms and expressions defined in the Facilities Agreement shall have the same meanings when used in this letter and references to clauses and schedules in this letter are references to clauses and schedules of the Facilities Agreement.
CIBC World Markets CIBC WORLD MARKETS PLC Cottons Centre Cottons Lane London, England SE1 2QL Tel: 44 (0)20 7234 4127 Fax: 44 (0)20 7407 4127Facilities Agreement • March 25th, 2004 • Trench Electric Bv • General industrial machinery & equipment
Facilities Agreement dated 18 April 2000 as amended and restated on 20 June 2000 and made between Trench Electric Holding B.V. (as Parent) (1), the Companies listed in Schedule II thereto (as Original Borrowers) (2), the Companies listed in Schedule III thereto (as Guarantors and Charging Companies) (3), CIBC World Markets Plc, Barclays Bank PLC, Credit Lyonnais and NM Rothschild & Sons Limited (as Banks) (4), CIBC World Markets Plc (as Arranger) (5), CIBC World Markets Plc (as Issuing Bank) (6), CIBC World Markets Plc (as Agent) (7), Canadian Imperial Bank of Commerce (as Canadian Lender) (8) and CIBC World Markets Plc (as Security Agent) (9) as amended from time to time (the “Facilities Agreement”)
