EXHIBIT 10.31.5
--------------------------------------------------------------------------------
DATED 23RD DECEMBER, 2003
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FIFTH DEED
OF VARIATION
TO
SYNDICATED LETTER OF CREDIT FACILITY
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
BARLOW LYDE & GILBERT
24TH FLOOR
NINE QUEEN'S ROAD CENTRAL
HONG KONG
--------------------------------------------------------------------------------
<PAGE>
THIS DEED is made the 23rd day of December,
2003.
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" such
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 Beneficiaries,
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 a
Deed of Variation to the Facility Agreement (the "FIRST DEED OF
VARIATION") entered
into on 26th
February, 2003 by and between the
Borrowers and the Agent, the parties thereto agreed to vary the
terms
of the Facility Agreement as set out in the First Deed of
Variation.
(C) Under a
further Deed of Variation to the Facility Agreement (the
"SECOND DEED OF
VARIATION")
entered into on 19th May, 2003 by and
between the Borrowers and the Agent, the parties thereto agreed to
vary
the terms of the
Facility Agreement
as set out in the
Second Deed of
Variation.
(D) Under a
further Deed of Variation to the Facility Agreement (the "THIRD
DEED OF VARIATION")
entered into on 2nd June, 2003 by and between the
Borrowers and the Agent, the parties thereto agreed to vary the
terms
of the Facility Agreement as set out in the Third Deed of
Variation.
(E) Under a
further Deed of Variation to the Facility Agreement (the
"FOURTH DEED OF
VARIATION")
entered into on 18th June, 2003 by and
between the Borrowers and the Agent, the parties thereto agreed to
vary
the terms of the
Facility Agreement
as set out in the
Fourth Deed of
Variation.
1
<PAGE>
(F) The
Borrowers
