SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • July 9th, 2007 • MSD Capital L P • Drawing & insulating of nonferrous wire • New York
This SHAREHOLDERS’ AGREEMENT (this “Shareholders’ Agreement”) is entered into and effective as of June 28, 2007, by and among ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED, a Bermuda company (“APWC” or the “Company”), PACIFIC ELECTRIC WIRE & CABLE CO., LTD., a Taiwan, ROC company (“PEWC”), and SOF INVESTMENTS, L.P., a Delaware limited partnership, (“SOF”, and, together with APWC and PEWC, collectively referred to as, the “Parties” and, each individually, a “Party”).
JOINT FILING AGREEMENTJoint Filing Agreement • July 9th, 2007 • MSD Capital L P • Drawing & insulating of nonferrous wire
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock, par value $0.01 per share, of Asia Pacific Wire & Cable Corporation Limited and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of July 9, 2007.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 9th, 2007 • MSD Capital L P • Drawing & insulating of nonferrous wire • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 28, 2007, is by and among SINO-JP FUND CO., LTD., a company incorporated under the laws of the Cayman Islands (“Seller”) whose registered office is located at P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, SOF INVESTMENTS, L.P., a Delaware limited partnership (“Purchaser”) with offices located at 645 Fifth Ave., 21st Floor, New York, NY 10022 and MSD Capital, L.P., a Delaware limited partnership (“Guarantor”) with offices located at 645 Fifth Ave., 21st Floor, New York, NY 10022.
PACIFIC ELECTRIC WIRE & CABLE CO., LTD. No. 95, Section 2 Dunhua South Road Taipei, 106 Taiwan, ROCMSD Capital L P • July 9th, 2007 • Drawing & insulating of nonferrous wire
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.
