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EXHIBIT 10.17
Dated this 31 day of December 2000
SUPPLY CHAIN SERVICES LIMITED
(as Borrower)
and
GI-TECH DEVELOPMENTS LIMITED
(as Subordinated Lender)
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SUBORDINATION AGREEMENT
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THIS SUBORDINATION AGREEMENT is made the 31 day of December 2000
BETWEEN
(1) LEADER INDUSTRIAL GROUP LIMITED whose registered office is situate at
00 Xxx Xxxxx Xxxxx, 00 Xxx Xxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx ("the
Borrower"); and
(2) GI-TECH DEVELOPMENTS LIMITED whose registered office is situate at
P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola,
British Virgin Islands ("the Subordinated Lender").
WHEREAS:-
(1) The Subordinated Lender is a shareholder of Supply Chain Services Inc.
which is a company incorporated in the United States of America and
holding beneficially 100% of the issued and paid-up share capital of
Supply Chain Services Limited, a company which is incorporated in Hong
Kong and holding beneficially the entire issued and paid-up share
capital of the Borrower.
(2) The Borrower is presently indebted to the Subordinated Lender in the
sum not less than HK$438,556.36. All sums for which the Borrower is
presently indebted and may hereafter become indebted to the
Subordinated Lender are hereinafter called the "Subordinated
Indebtedness".
NOW THIS SUBORDINATION AGREEMENT WITNESSETH AND IT IS XXXXXX AGREED as
follows:-
1. INTERPRETATION
1.1 Words importing the singular number only shall include the plural and
vice versa and words importing any gender shall include every gender
and words importing persons shall include firms and corporations.
1.2 References to Clauses shall (save where otherwise expressly stated) be
construed as references to the Clauses of this Subordination
Agreement. Clause headings are inserted for convenience of reference
only and shall be ignored in the interpretation of this Subordination
Agreement.
2. SUBORDINATION OF SUBORDINATED INDEBTEDNESS
2.1 The Borrower and the Subordinated Lender acknowledge to and agree with
each other that for so long as the Secured Indebtedness remains
outstanding, this Subordination Agreement and all the terms,
covenants, conditions and stipulations herein contained will continue,
and the Subordinated Indebtedness is and shall be subject to the
following terms and conditions:-
(a) the Subordinated Indebtedness shall not be subject to payment of
interest (although interest may accrue thereon);
(b) the Subordinated Indebtedness shall not be repayable or repaid in
whole or in part, except in the event of any proceedings
analogous to the winding-up, liquidation or dissolution of the
Borrower; and
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(c) the Subordinated Indebtedness is and shall remain unsecured by
any mortgage, charge, debenture or other security of any kind
over the whole or any part of the assets of the Borrower and is
not and shall not be capable of becoming subject to any right of
set-off or counterclaim.
2.2 Save with the exception provided in the preceding Clause 2.1(b), the
Subordinated Lender shall not demand or require or institute any
actions or proceedings of any kind for or take any other steps
whatsoever to obtain or with a view to obtaining any repayment or
payment of or in respect of the Subordinated Indebtedness, or any part
thereof.
2.3 The Borrower shall not (except in the event of any proceedings
analogous to the winding-up, liquidation or dissolution of the
Borrower) make any repayment or payment of or in respect of the
Subordinated Indebtedness, or any part thereof, to the Subordinated
Lender.
2.4 Neither the Subordinated Lender nor the Borrower shall (without the
prior written consent of the other party) assign or purport to assign
the Subordinated Indebtedness to third party.
3. ASSIGNABILITY
This Subordination Agreement is not capable of assignment in whole or in
part except with the prior consents in writing of the Borrower and the
Subordinated Lender.
4. NOTICES
4.1 All notices and other communications required to be made or given
under the terms of this Subordination Agreement or in connection
herewith shall be given by or made to the parties hereto in writing
and delivered by hand or by registered mail (air-mail, if outside the
sender's country or territory), or by facsimile, and shall be
addressed to the appropriate party at the address set out in this
Subordination Agreement or to such other address as such party hereto
may from time to time designate to the other in writing.
4.2 Any notice, request, demand or other communication given or made shall
be deemed to have been received in the case of communication in
writing and delivered by hand on the date of delivery against written
receipt, in the case of written communication sent by registered mail
on the date which is 2 business days in the case of local mail or 8
business days in the case of overseas mail after the mailing thereof,
and in the case of a facsimile the same day after the date of despatch
thereof provided that a "successful transmission" receipt is obtained.
5. MISCELLANEOUS
5.1 All costs and expenses of and incidental to the preparation of this
Subordination Agreement shall be borne by the Borrower.
5.2 Any provision of this Subordination Agreement prohibited by or
unlawful or unenforceable under any applicable law actually applied by
any court
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of competent jurisdiction shall, to the extent required by such law,
be severed from this Subordination Agreement and rendered ineffective
so far as is possible without modifying the remaining provisions of
this Subordination Agreement. Where however the provisions of any such
applicable law may be waived, they are hereby waived by the parties
hereto to the full extent permitted by such law to the intent that
this Subordinated Agreement shall be a valid and binding agreement
enforceable in accordance with its terms.
5.3 No modification, variation or amendment of this Subordination
Agreement shall be effective unless such modification, variation or
amendment is in writing and has been signed by or on behalf of both
the parties hereto.
5.4 This Subordination Agreement shall be governed by and construed and
interpreted in all respects in accordance with the laws of Hong Kong,
and the parties hereto hereby irrevocably submit to the non-exclusive
jurisdiction of the Hong Kong Courts.
IN WITNESS whereof the parties hereto have duly executed this Subordination
Agreement on the day and year first herein before written.
THE BORROWER
SEALED with the COMMON SEAL of )
LEADER INDUSTRIAL GROUP LIMITED ) For and on behalf of
And SIGNED by Xxx Xxx Xxxxx Xxxxx ) LEADER INDUSTRIAL GROUP LIMITED
)
in presence of: /s/ Xxxxxxx Xxx )
--------------- )
) /s/ Xxx Xxx Xxxxx Xxxxx
) -----------------------
) Authorized Signature(s)
)
)
THE SUBORDINATED LENDER )
)
SEALED with the COMMON SEAL of )
GI-TECH DEVELOPMENTS LIMITED ) For and on behalf of
And SIGNED by ) GI-TECH DEVELOPMENTS LIMITED
)
in presence of: /s/ Xxxxxxx Xxx )
--------------- )
) /s/ Xxxxxx Xxx
) -----------------------
) Authorized Signature(s)
