EXHIBIT 10.14.23
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DATED 31ST OCTOBER 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)
FIFTEENTH 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 31st day of October 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, 14th February,
2005,
27th June 2005, 29th
July 2005 and 31st August 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
"SECURITY
DOCUMENTS", and the substitution therefor of the following:
"`SECURITY DOCUMENTS' (I) THE SYNDICATED
COMPOSITE
GUARANTEE AND
DEBENTURE, (II)
EACH
OF THE PARENT GUARANTEES, (III) THE
GUEZ GUARANTEE,
(IV) A CHARGE OVER
SHARES EXECUTED
ON 26TH FEBRUARY
2003 BY TARRANT LUXEMBOURG IN FAVOUR
OF THE AGENT
(IN ITS CAPACITY AS
SECURITY TRUSTEE
THEREUNDER)
IN
RESPECT OF ITS
SHARES IN TARRANT,
(V) A
STOCK
PLEDGE
AGREEMENT
EXECUTED ON 31ST
DECEMBER 2004 BY
GERARD GUEZ IN
FAVOUR OF THE
AGENT
(IN ITS CAPACITY AS SECURITY TRUSTEE
HEREUNDER) IN RESPECT
OF HIS SHARES
IN TAG, AND (VI) THE
INTERCREDITOR
AGREEMENT, IN EACH
CASE AS AMENDED
OR MODIFIED FROM TIME TO TIME;"
2.1.2 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
JANUARY, 2006, OR ANY EARLIER
DATE UPON WHICH THE ISSUER MAY
(WHETHER
ALONE OR
ACTING
IN
CONJUNCTION WITH ANY
OTHER BANK OR
FINANCIAL INSTITUTION)
ENTER INTO A
CREDIT FACILITY
AGREEMENT W
