Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd. Tiak Koon Loh November 13, 2013 Dear Sirs
Exhibit (d)-(13)
Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd.
Xxxx Xxxx Xxx
November 13, 2013
Dear Sirs
References are made to (i) the Consortium Agreement, dated as of May 19, 2013, among Red Pebble Acquisition Co Pte. Ltd. and the Senior Management Members named therein (the “Consortium Agreement”) and (ii) the Novation of Consortium Agreement, dated as of October 17, 2013, among Red Pebble Acquisition Co Pte. Ltd., Blackstone Capital Partners (Singapore) VI PRC Pte. Ltd. (“Sponsor”) and Xxxx Xxxx Loh for and on behalf of each of the Senior Management Members. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Consortium Agreement.
Sponsor, Xxxx Xxxx Xxx for and on behalf of the Senior Management Members and Xxxxxx Xuande Xxxxx have agreed as follows:
1. Xxxxxx Xuande Xxxxx will cease to be (a) a Senior Management Member in the Consortium and his rights and obligations under the Consortium Agreement are terminated as of the date hereof and (b) a contact person for the Senior Management Members under Section 7.01 of the Consortium Agreement. Notwithstanding the foregoing, (x) Section 4.01 (other than 4.01(a) and 4.01(b)(v)), Article VI, Section 9.09, Section 9.10 and Article X of the Consortium Agreement shall continue to bind Xxxxxx Xuande Xxxxx as a Party; (y) Sections 4.01(a) and 4.01(b)(v) shall bind Xxxxxx Xuande Xxxxx if he further pursues the Transaction or any other transaction similar to the Transaction after the date hereof; and (z) any breach by Xxxxxx Xuande Xxxxx in respect of the Consortium Agreement prior to the date hereof shall not be deemed released or waived by virtue of this letter agreement.
2. This letter agreement shall be governed by, and construed in accordance with, the substantive laws of the State of New York without regard to the conflicts of laws principles thereof (other than Section 5-1401 of the General Obligations Law and any successor provision thereto).
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Please confirm your agreement of the matters contained in this letter by signing and returning it to the undersigned.
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Sincerely, |
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XXXXXX XUANDE XXXXX |
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/s/ Xxxxxx Xuande Xxxxx |
ACKNOWLEDGED AND ACCEPTED:
BLACKSTONE CAPITAL PARTNERS (SINGAPORE) VI PRC PTE. LTD.
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/s/ Pithambar Gona |
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Name: Pithambar Gona |
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Title: Director |
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XXXX XXXX LOH, for and on behalf of |
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the Senior Management Members |
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/s/ Xxxx Xxxx Xxx |
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