PACIFIC ELECTRIC WIRE & CABLE CO., LTD. No. 95, Section 2 Dunhua South Road Taipei, 106 Taiwan, ROC
EXHIBIT 4
PACIFIC
ELECTRIC WIRE & CABLE CO., LTD.
Xx. 00, Xxxxxxx 0
Xxxxxx Xxxxx Xxxx
Xxxxxx, 000 Taiwan, ROC
Xx. 00, Xxxxxxx 0
Xxxxxx Xxxxx Xxxx
Xxxxxx, 000 Taiwan, ROC
June 28, 2007
SOF Investments, L.P.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
Re: Reimbursement Letter — Asia Pacific Wire & Cable Corporation Limited
Ladies and Gentlemen:
Reference is made to that certain Shareholders’ Agreement (the “Shareholders’ Agreement”)
dated even herewith, by and among Asia Pacific Wire & Cable Corporation Limited, a Bermuda company,
Pacific Electric Wire & Cable Co., Ltd., a Taiwan, ROC company (“PEWC”), and SOF Investments, L.P.,
a Delaware limited partnership, (“SOF”). Any capitalized term used but not defined herein shall
have the meaning assigned to such term in the Shareholders’ Agreement.
In connection with the transactions contemplated by the Shareholders’ Agreement, the parties
hereto hereby agree as follows:
Contemporaneously with the closing of the Shareholders’ Agreement, PEWC shall reimburse SOF
for its legal expenses related to the negotiation, execution and delivery of the Shareholders’
Agreement and related transactions consummated simultaneously therewith, upon presentment to PEWC
of invoices for such legal services specifying (i) attorney name, (ii) hours billed and (iii) total
amount for such hours billed, such amount not to exceed US$150,000.
This Reimbursement Letter may not be amended or waived except by an instrument in writing
signed by each of PEWC and SOF. This Reimbursement Letter shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to conflicts of law principles
(other than Section 5-1401 and 5-1402 of the New York General Obligations Law). This Reimbursement
Letter may be executed in any number of counterparts, each of which shall be an original, and all
of which, when taken together, shall constitute one agreement. Delivery of an executed signature
page of this Reimbursement Letter by facsimile or other electronic transmission shall be effective
as delivery of a manually executed counterpart hereof.
Please confirm that the foregoing is our mutual understanding by signing and returning to us
an executed counterpart of this Reimbursement Letter.
Very truly yours, PACIFIC ELECTRIC WIRE & CABLE CO., LTD. |
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By: | /s/ Yuan Xxxx Xxxx | |||
Name: | Yuan Xxxx Xxxx | |||
Title: | Chairman | |||
Accepted and agreed to as of
the date first written above by:
the date first written above by:
SOF INVESTMENTS, L.P.
By:
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/s/ Xxxx X. Xxxxxx
|
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Title: Manager and General Counsel |