Trust
Agreement
(Translation)
In order to secure
performance of its obligations under certain Letter of Commitment dated
September 9, 2005 by the parent company of Moon View Ventures Limited,
B.V.I. ("Party A"), Pacific Electric Wire
& Cable Corporation Limited ("PEWC"),
Party A hereby grants in trust certain of its assets to Chiao Trust
Bank ("Party B").
Article 1
Purpose of trust
 |
|
| 1. |
Party B shall
manage and use the Asset in trust pursuant to terms of this Agreement;
provided, however, in the event of default by PEWC under the Letter of
Commitment, upon notice by the Banking Group, Party B shall dispose of
such assets and deposit the proceeds into to the trust account, and
after deducting the relevant expenses and fees, remit the balance of
such proceeds into bank account designated by the Banking Group. |
|
|
| 2. |
<Omitted> |
|
|
| 3. |
<Omitted> |
Article 2 Parties
|
|
| 1. |
Party
A is the Grantor and beneficiary of this Trust. |
|
|
| 2. |
Party B is the Trustee. |
|
|
| 3. |
PEWC, the parent company which xxxxx
100% of the issued and outstanding shares of Party A, is the
debtor whose performance is secured by the asset in trust. |
|
|
| 4. |
Banking Group refers to some 32 banking
institutions, which are the lenders of PEWC. |
Article 3
Definitions
|
|
| 1. |
Asset in trust: |
|
|
| (1) |
7,304,948 shares of common stocks
of Asia Pacific Wire & Cable Corporation Limited, at par value of
US $ 0.10. |
|
|
| (2) |
any dividend, income
and any other property right in associated with such stocks. |
|
|
| 2. |
<Omitted> |
|
|
| 3. |
<Omitted> |
Article 4 Duration
|
|
| 1. |
This
Trust shall commence on the date of hand over of the Assets in trust to
Party B and expire at the third anniversary from such date. |
|
|
| 2. |
Unless otherwise agreed by the Banking Group,
this Trust shall be automatically extended into another three years
upon expiry of its initial term. |
|
|
| 3. |
<Omitted> |
|
|
| 4. |
<Omitted> |
Article 5 Management and Use of Assets in
Trust
|
|
| 1. |
Party A shall have the
discretion to determine the management and use of Assets in trust, and
Party B shall manage and use the Assets in Trust pursuant to the
instruction given by Party A within the scope of purpose of this Trust,
provided, however, no such instruction is necessary in the event of
default on the part of PEWC under the Letter of Commitment. |
|
|
| 2. |
<Omitted> |
|
|
| 3. |
Shareholders'
rights including voting right shall be exercised by Party B pursuant to
the instruction given by Party A. |
1
|
|
| 4. |
- 10
<Omitted> |
Article 6 Expenses &
Payments
<Omitted>
Article 7
Accounting of Income and
Distribution
|
|
| 1. |
All income and dividend
shall be the properties of Party A. |
|
|
| 2. |
<Omitted> |
|
|
| 3. |
<Omitted> |
Article 8 Return and Delivery of Assets in Trust upon
Expiration
<Omitted>
Article 9
Amendment, Cancellation and Termination of Trust
<Omitted>
Article 10 Fees
|
|
| 1. |
Party B shall be entitled to charge a annual
trust fee equivalent to 0.3% of the value of the Assets in trust
for the 1st year and 0.15% for any of the subsequent
years. |
|
|
| 2. |
<Omitted> |
|
|
| 3. |
<Omitted> |
Article 11 Responsibility of Party B
<Omitted>
Article 12 Other
Terms
|
|
| 1. |
– 11.
<Omitted> |
Article 13 Notices and Delivery of
Notices
<Omitted>
Article 14 Venue
and Governing Law
|
|
| 1. |
The Taipei District
Court shall be venue for any dispute resulting from the Trust or this
Agreement |
|
|
| 2. |
The governing law shall be the
laws of Taiwan. |
Article 15 Validity and
Retention
|
|
| 1. |
This Agreement shall become
legally valid upon execution of the Agreement and hand over of the
Assets in trust. |
|
|
| 2. |
<Omitted> |
|
|
| 3. |
<Omitted> |
Article 16 Consent to Release of Credit
Information
<Omitted>
Signed
|
Party A (Xxxx Xxxxx
Chow-Chun)
Director |
|
Party B (Xxxxx Xxxx Bank)
(Manager of Trust Dept.) |
Date: September
12, 2005
2
