EXHIBIT 10.16.22
--------------------------------------------------------------------------------
DATED 31ST AUGUST 2005
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FOURTEENTH DEED OF VARIATION
TO
SYNDICATED LETTER OF CREDIT FACILITY
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
BARLOW LYDE & GILBERT
SUITE 1901, 19TH FLOOR, CHEUNG KONG CENTER
2 QUEEN'S ROAD CENTRAL
HONG KONG
--------------------------------------------------------------------------------
<PAGE>
THIS DEED OF VARIATION is made the
31st day of
August 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 and 29th July 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 OCTOBER, 2005, 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 WITH
THE BORROWERS IN ORDER
TO REFINANCE THE
FACILITY AND TO
SUPERSEDE AND REPLACE
THIS AGREEMENT;"
--------------------------------------------------------------
2.1.2 By the
deletion in its entirety of Clause 2.1 of the
Facility Agreement,
and the substitution therefor with
the following:
"SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE
BANKS MAY MAKE
AVAILABLE TO THE BORROWERS AN UNCOMMITTED
LETTER OF CREDIT
FACILITY OF UP TO THE
AMOUNT SPECIFIED
IN
COLUMN 2 OF SCHEDULE 1 DURING THE APPLICABLE PERIOD SET OUT IN
THE CORRESPONDING
ROW OF COLUMN 4 OF SCHEDULE 1 (OR ITS
EQUIVALENT FROM
TIME TO TIME IN OTHER CURRENCIES). THE
FACILITY SHALL
COMPRISE THE PROVISION OF LETTERS OF CREDIT TO
BE ISSUED BY THE
