EXHIBIT 10.16.18
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DATED 27TH JUNE 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 AGENT)
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TWELFTH
DEED OF VARIATION
TO
SYNDICATED LETTER OF CREDIT FACILITY
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BARLOW LYDE & GILBERT
SUITE 1901, 19TH FLOOR, CHEUNG KONG CENTER
2 QUEEN'S ROAD CENTRAL
HONG KONG
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<PAGE>
THIS DEED OF VARIATION is made the 27th day
of June 2005
BETWEEN:
(1) TARRANT
COMPANY LIMITED a company incorporated in Hong Kong under
company number 163310 with its registered office at 13th Floor,
Lladro
Centre, 72-80 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong
("TARRANT");
(2) MARBLE
LIMITED a company incorporated in Hong Kong under company
number
399753 with its registered office at 13th Floor, Lladro Centre, 72-80
Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong
("MARBLE");
(3) TRADE LINK
HOLDINGS LIMITED a
company incorporated
in Hong Kong under
company number 592076 with its registered office at 13th Floor,
Lladro
Centre, 72-80 Hoi Yuen
Road, Kwun Tong,
Kowloon, Hong Kong ("TRADE
LINK"); and
(4) UPS
CAPITAL GLOBAL TRADE FINANCE CORPORATION (the "AGENT").
WHEREAS:
(A) Under
the terms of a syndicated letter of credit facility
agreement (the
"FACILITY AGREEMENT" which expression shall
include the same as
from time to time
amended, supplemented or
modified) entered
into on 13th June 2002 by and between the
Borrowers and the
Finance Parties,
the Agent (in its
capacity as
the Issuer)
agreed,
inter
alia, to make available to the
Borrowers a facility
for the issue of letters of credit, upon the
terms and
subject to the conditions set out therein.
(B) Under
various Deeds of Variation to the Facility Agreement
entered into on 26th
February, 2003,
19th May, 2003, 2nd June,
2003, 18th June, 2003, 23rd December, 2003, 17th March, 2004, 5th
May, 2004, 17th June,
2004, 29th October, 2004, 31st December,
2004 and 14th February, 2005 by and between the Borrowers
and the
Agent (the
"PRIOR DEEDS OF VARIATION"), the parties thereto
agreed to vary the terms of the Facility Agreement as set out in
the Prior Deeds of Variation.
(C) The
parties hereto have therefore agreed, pursuant to Clause 23 of the
Facility Agreement, to
vary the terms of the Facility 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 Facility
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 Facility
Agreement, the terms
of this Deed of Variation shall
prevail. References
to clause numbers are to those clauses in the
Facility Agreement, unless indicated otherwise.
1
<PAGE>
2.
VARIATION
2.1 The
parties hereto hereby
agree that the Facility Agreement shall be
varied in the following manner:-
2.1.1 By
the deletion in its entirety from Clause 1.1 of the
Facility Agreement of
the definition of the term "TERMINATION
DATE", and the substitution therefor of the following:
"`TERMINATION DATE'
31ST AUGUST,
2005, OR ANY
EARLIER DATE UPON
WHICH THE
ISSUER MAY (WHET
