Contract
Execution
Copy
THIS
AGREEMENT TO
AMEND
THAT CERTAIN TRUST
DEED made on April 15, 2008 between CHINA
ARCHITECTURAL ENGINEERING, INC.,
and
THE
BANK OF NEW YORK, LONDON BRANCH,
is made, agreed and entered into on this
17th
day of September 2008, between the Issuer, the Trustee, ABN AMRO Bank, N.V.,
London Branch (“ABN
AMRO”),
and
CITIC Allco Investments Limited (“CITIC
Allco”,
and
together with ABN AMRO, each a “Bondholder”
and
together the “Bondholders”),
currently the holders of the Bonds issued pursuant to the Trust
Deed.
RECITALS
WHEREAS
:-
| (A) |
A
Trust Deed (the “Trust
Deed”)
was made on April 15, 2008 between CHINA
ARCHITECTURAL ENGINEERING, INC.,
a
company incorporated under the laws of the State of Delaware whose
registered office is at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, c/o Corporation Service Company (the “Issuer”)
and THE
BANK OF NEW YORK, LONDON BRANCH,
a company incorporated with limited liability in United Kingdom,
whose
principal office is situated at 40th Floor, One Canada Square, ▇▇▇▇▇▇,
▇▇▇, ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Trustee”).
|
| (B) |
ABN
AMRO is a Bondholder currently holding $7,500,000 in principal amount
or
37.5% of the Bonds.
|
| (C) |
CITIC
Allco is a Bondholder currently holding $12,500,000 in principal
amount or
62.5% of the Bonds.
|
| (D) |
The
Issuer intends to register the Bonds with the U.S. Securities and
Exchange
Commission (“SEC”). As it is self-executing, upon such registration, the
mandatory sections of the Trust Indenture Act of 1939 (“TIA”)
will be deemed incorporated into the Trust Deed, whether or not those
provisions of the TIA are actually included in the Trust
Deed.
|
| (E) |
Therefore,
the parties have agreed to enter into this Agreement to amend certain
provisions of the Trust Deed to incorporate and/or reference the
mandatory
sections of the TIA.
|
NOW
THEREFORE IT IS HEREBY AGREED as follows:
| 1. |
DEFINITIONS
AND INTERPRETATION
|
In
this
Agreement,
terms and expressions defined in the Trust Deed shall, unless the context
otherwise requires, have the same meanings when used herein.
| 2. |
AMENDMENT
AND RESTATEMENT
|
The
Trust
Deed is amended and restated as of the date hereof in the form attached as
Annex
A.
| 3. |
UNDERTAKING
|
The
Issuer shall deliver to the Trustee and the Bondholders certified
copies of the resolutions of the board of directors of the Issuer approving
this
Agreement and authorising the execution thereof.
| 4. |
MISCELLANEOUS
|
| 4.1 |
Except
as expressly amended in this Agreement, the Trust Deed shall continue
in
full force and effect in all respects and shall be read and construed
to
give full effect to the provisions of this
Agreement.
|
| 4.2 |
All
costs, expenses and fees, including legal and accounting fees,
registration fees, taxes, stamp duty and all other charges and
disbursements whatsoever incurred by each of the Bondholders or the
Trustee in connection with the preparation, negotiation, execution,
administration and enforcement of this Agreement and any documents
to be
executed pursuant hereto shall be paid by the Issuer forthwith on
demand
on a full indemnity basis.
|
| 4.3 |
This
Agreement shall be construed and governed by the laws of England
and the
parties hereby agree to submit to the exclusive jurisdiction of the
English courts.
|
This
Agreement has been duly executed on the date first above written.
Amendment
Agreement
-
2
-
THE
ISSUER
Executed
as a deed by
By:
/s/ Luo ▇▇▇ ▇▇
Name:
Luo
▇▇▇ ▇▇
Title:
Chairman
/s/ ▇▇, ▇▇▇▇
Ling
Name
of
Witness: ▇▇, ▇▇▇▇ Ling
Address:
13F, Excellence Times Square
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, Futian, Shenzhen
P.
R. China
THE
TRUSTEE
Executed
as a deed by
THE
BANK OF NEW YORK, LONDON BRANCH
By:
/s/ ▇▇▇ ▇▇▇
Name:
▇▇▇
▇▇▇
Title:
/s/ ▇▇▇▇▇ ▇▇▇▇
Name
of
Witness: ▇▇▇▇▇ ▇▇▇▇
Address:
Signature
page to
Amendment
Agreement
THE
BONDHOLDERS
Executed
as a deed by
ABN
AMRO BANK, N.V., LONDON BRANCH
|
By:
/s/ ▇. ▇▇▇
Name:
▇. ▇▇▇
Title:
Executive Director
|
By:
/s/ ▇. ▇▇▇▇▇▇▇
Name:
▇. ▇▇▇▇▇▇▇
Title:
Director
|
/s/ K ▇▇▇▇
Name
of
Witness: K ▇▇▇▇
Address:
ABN AMRO Bank N.V.
38/F,
▇▇▇▇▇▇ Kong Center
▇
▇▇▇▇▇'▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇
Executed
as a deed by
CITIC
ALLCO INVESTMENTS LIMITED
By:
/s/ ▇▇▇▇ ▇▇▇▇▇▇
Name:
▇▇▇▇ ▇▇▇▇▇▇
Title:
Authorized Signatory
|
Name
of Witness: ▇▇▇▇▇▇ ▇▇▇▇
Address:
▇▇/▇ ▇▇▇▇▇ ▇▇▇▇▇
▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
|
/s/ ▇▇▇▇▇▇
▇▇▇▇
|
Signature
page to
Amendment
Agreement
ANNEX
A
FORM
OF AMENDED AND RESTATED TRUST DEED
Amendment
Agreement
Annex
A-1