EXHIBIT 10.13.24
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DATED 31st JANUARY 2006
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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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SIXTEENTH 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 31 st day of January 2006
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, 31st
August 2005 and
31st October
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 JULY, 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
WITH THE BORR
