EXHIBIT 10.16.21
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DATED 29TH JULY 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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THIRTEENTH 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 29th day
of July 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 and 27th June 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 INTERPRETAT
