EXHIBIT 10.16.20
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DATED 29TH JULY 2005
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TARRANT COMPANY LIMITED (1)
AND
MARBLE LIMITED (2)
AND
TRADE LINK HOLDINGS LIMITED (3)
(AS BORROWERS)
AND
UPS CAPITAL GLOBAL TRADE FINANCE CORPORATION (4)
(AS LENDER)
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SECOND DEED OF VARIATION
TO
LOAN AGREEMENT
RELATING TO A US$5,000,000 LOAN
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XXXXXX XXXX & XXXXXXX
SUITE 1901, 19TH FLOOR, XXXXXX KONG CENTER
0 XXXXX'X XXXX XXXXXXX
XXXX XXXX
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THIS DEED OF VARIATION is made the 29th day of July 2005
BETWEEN:
(1) TARRANT COMPANY LIMITED a company incorporated in Hong Kong under
company number 163310 with its registered office at 00xx Xxxxx, Xxxxxx
Xxxxxx, 00-00 Xxx Xxxx Road, Xxxx Xxxx, Kowloon, Hong Kong ("TARRANT");
(2) MARBLE LIMITED a company incorporated in Hong Kong under company number
399753 with its registered office at 00xx Xxxxx, Xxxxxx Xxxxxx, 00-00
Xxx Xxxx Road, Xxxx Xxxx, Kowloon, Hong Kong ("MARBLE");
(3) TRADE LINK HOLDINGS LIMITED a company incorporated in Hong Kong under
company number 592076 with its registered office at 00xx Xxxxx, Xxxxxx
Xxxxxx, 00-00 Xxx Xxxx Road, Xxxx Xxxx, Kowloon, Hong Kong ("TRADE
LINK"); and
(4) UPS CAPITAL GLOBAL TRADE FINANCE CORPORATION (the "LENDER").
WHEREAS:
(A) Under the terms of a loan agreement relating to a US$5,000,000 loan
(the "LOAN AGREEMENT" which expression shall include the same as from
time to time amended, supplemented or modified) entered into on 31st
December 2004 by and between the Borrowers and the Lender, the Lender
agreed, inter alia, to make available to the Borrowers a term loan,
upon the terms and subject to the conditions set out therein.
(B) Under a Deed of Variation to the Loan Agreement entered into on 27th
June 2005 by and between the Borrowers and the Lender (the "PRIOR DEED
OF VARIATION"), the parties thereto agreed to vary the terms of the
Loan Agreement as set out in the Prior Deed of Variation.
(C) The parties hereto have agreed, pursuant to Clause 13.14 of the Loan
Agreement, to vary the terms of the Loan Agreement as set out in this
Deed of Variation.
NOW THIS DEED HEREBY WITNESSETH as follows:-
1. DEFINITIONS AND INTERPRETATION
Words and phrases which are not defined or construed in this Deed of
Variation but which are defined or construed in the Loan Agreement, the
Companies Ordinance or the Bankruptcy Ordinance shall be construed as
having the meanings ascribed to them therein. To the extent that there
is any inconsistency between the terms of this Deed of Variation and
the Loan Agreement, the terms of this Deed of Variation shall prevail.
References to clause numbers are to those clauses in the Loan
Agreement, unless indicated otherwise.
2. VARIATION
2.1 The parties hereto hereby agree that the Loan Agreement shall be varied
in the following manner:-
1
2.1.1 By the deletion in Sub-clause 10.2.10 of the Loan Agreement of
the words "30TH JULY, 2005", and the insertion of the words
"12TH AUGUST, 2005" in substitution therefor.
3. NO OTHER AMENDMENTS OR WAIVERS
3.1 The execution, delivery and effectiveness of this Deed of Variation
shall not operate as a waiver of any right, power or remedy of the
Lender under the Loan Agreement or any of the other Finance Documents,
nor constitute a waiver of any provision of the Loan Agreement or any
of the other Finance Documents. Except for the amendments and
agreements set forth above, the text of the Loan Agreement and all
other Finance Documents shall remain unchanged and in full force and
effect and each of the Borrowers hereby ratifies and confirms its
obligations thereunder. This Deed of Variation shall not constitute a
modification of the Loan Agreement or any of the other Finance
Documents or a course of dealing with the Lender at variance with the
Loan Agreement or any of the other Finance Documents such as to require
further notice by the Lender to require strict compliance with the
terms of the Loan Agreement or any of the other Finance Documents in
the future, except as expressly set forth herein. Each of the Borrowers
acknowledges and expressly agrees that the Lender reserves the right
to, and does in fact, require strict compliance with all terms and
provisions of the Loan Agreement and all other Finance Documents. The
Borrowers have no knowledge of any challenge to the Lender's claims
arising under the Loan Agreement or any of the other Finance Documents,
or to the effectiveness of the Loan Agreement or any of the other
Finance Documents.
3.2 The parties hereby acknowledge and confirm that neither the obligations
of any Borrower nor the rights and remedies of the Lender under the
Loan Agreement or any of the other Finance Documents or otherwise
conferred by law shall be discharged, prejudiced or impaired by reason
of the execution of this Deed of Variation or the variation of the
terms and conditions of the Loan Agreement in accordance with this Deed
of Variation.
4. GENERAL
4.1 This Deed of Variation may be executed in any number of counterparts
and by the different parties hereto on separate counterparts each of
which when so executed and delivered shall be original but all the
counterparts together shall constitute one and the same instrument.
4.2 This Deed of Variation shall be governed and construed in accordance
with the laws of the Hong Kong Special Administrative Region of the
People's Republic of China and the parties hereto agree to submit to
the non-exclusive jurisdiction of the Courts of the Hong Kong Special
Administrative Region of the People's Republic of China.
IN WITNESS WHEREOF this Deed of Variation has been entered into the day and year
first above written.
2
THE BORROWERS
THE COMMON SEAL of )
TARRANT COMPANY LIMITED )
was hereunto affixed )
in the presence of: )
/S/ XXXXXXX XXX
--------------------------------
Xxxxxxx Xxx, Director
/S/ XXXXXX XXXX
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Xxxxxx Xxxx, Director/Secretary
THE COMMON SEAL of )
MARBLE LIMITED )
was hereunto affixed )
in the presence of: )
/S/ XXXXXXX XXX
--------------------------------
Xxxxxxx Xxx, Director
/S/ XXXXXX XXXX
--------------------------------
Xxxxxx Xxxx, Director/Secretary
THE COMMON SEAL of )
TRADE LINK HOLDINGS LIMITED )
was hereunto affixed )
in the presence of: )
/S/ XXXXXXX XXX
--------------------------------
Xxxxxxx Xxx, Director
/S/ XXXXXX XXXX
--------------------------------
Xxxxxx Xxxx, Director/Secretary
3
THE LENDER
SIGNED for and on behalf of )
UPS CAPITAL GLOBAL )
TRADE FINANCE CORPORATION )
by: )
in the presence of: ) /S/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx,
Director of Portfolio Management
/S/ XXXXX XXXXXX
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Xxxxx Xxxxxx, Witness
4
