Exhibit 10.61
CONFORMED COPY
THIS DEED OF RELEASE is made on 30 March 2007
BY:
INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED, a limited liability
company incorporated under the laws of Hong Kong whose registered office is at
33rd Floor, ICBC Tower, 3 Garden Road, Central, Hong Kong (in its capacity as
collateral agent, the "COLLATERAL AGENT"),
in favour of:
3COM TECHNOLOGIES, a company incorporated under the laws of the Cayman Islands
whose registered office is at Xxxxxx House, South Church Street, Xxxxxx Town,
Grand Cayman, Cayman Islands (the "CHARGOR").
WHEREAS:
(A) By the Facility Agreement, the Lenders made Term Loans to the Borrower upon
the terms and subject to the conditions contained therein.
(B) As security for the Chargor's obligations under the Facility Agreement, the
Chargor entered into the H3C Equitable Share Charge.
(C) In accordance with the provisions of the H3C Equitable Share Charge, all of
the Shares having been transferred to the Borrower, and such Shares having
been registered in the name of the Borrower, the Collateral Agent wishes to
release the Chargor from its obligations under the H3C Equitable Share
Charge.
NOW THIS DEED WITNESSES as follows:
1. DEFINITIONS
1.1 In this Deed:
"FACILITY AGREEMENT" means the senior secured credit and guaranty agreement
dated 22 March 2007 and signed by or on behalf of, amongst others, the
Chargor and the Collateral Agent, as amended, supplemented and/or restated
from time to time in any manner whatsoever.
1.2 Unless a contrary indication appears, a term used in the Facility Agreement
and the H3C Equitable Share Charge has the same meaning when used in this
Deed.
2. RELEASES
2.1 Subject always to Clause 11.9 (Discharge Conditional) of the H3C Equitable
Share Charge, the Collateral Agent hereby releases and discharges the
Chargor from all of its obligations, undertakings and covenants contained
in or arising under the H3C Equitable Share Charge, whether past, present
or future, actual or contingent.
Deed of Release
2
2.2 The Collateral Agent agrees and undertakes to deliver to the Chargor (or at
the direction of the Chargor) at the Chargor's expense (such delivery to,
or at the direction of, the Chargor being in full satisfaction of the
Collateral Agent's obligation under this clause 2.2) all documents of
title, certificates and other documents (if any) presently held by the
Collateral Agent in relation to the Charged Property.
3. FURTHER ACTS
The Collateral Agent shall (at the Chargor's expense) assist the Chargor in
the doing of all assurances, deeds, acts and things (including without
limitation the giving of notices, the termination of any filings and/or
registrations, and the making of any further filings and/or registrations
consequent upon this Deed) as the Chargor may reasonably request in writing
after the date hereof in connection with the discharges, transfers,
assignments and releases contained in Clause 2.
4. GOVERNING LAW AND JURISDICTION
This Deed shall be governed by, and construed in accordance with, the laws
of Hong Kong and the parties hereto irrevocably submit to the non-exclusive
jurisdiction of the courts of Hong Kong.
IN WITNESS WHEREOF the parties hereto have duly executed this Deed the day and
year first above written.
EXECUTION PAGE
THE COLLATERAL AGENT
Executed as a deed by affixing the common seal )
of INDUSTRIAL AND COMMERCIAL )
BANK OF CHINA (ASIA) LIMITED ) SEAL AFFIXED
in the presence of: )
XXXX XXXX XXX XXXXXXX
Director
XXXXX XXX XXXX XXXXX
Secretary
Address: 00xx Xxxxx, XXXX Xxxxx, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx
Facsimile Number: [PERSONAL INFORMATION OMITTED FOR SECURITY PURPOSES]
Attention: __________________________
CONFORMED COPY
Dated 30 March 2007
INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED
AS COLLATERAL AGENT
in favour of
3COM TECHNOLOGIES
AS CHARGOR
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DEED OF RELEASE
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Xxxxxxxxx and May
00xx Xxxxx, Xxxxxxx Xxxxx
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxx Xxxx
(RMGG/AHLL)
(HK070570124)
