Chiho Tiande : 【Documents available for inspection 033】CCBI Facility

Microsoft Word - HK-#19433918-v6-CCB_USUM_-_Margin_Loan_Agreement.docx EXECUTION VERSION

CREDIT AGREEMENT

DATED 18

DECEMBER 2015

HK$2,000,000,000 CREDIT FACILITY

FOR

USUM INVESTMENT GROUP HONG KONG LIMITED

渝商投資集團(香港)有限公司

as Company

PROVIDED BY

CCB INTERNATIONAL SECURITIES LIMITED as Lender

Allen & Overy

0092158-0000007 HK:19433918.6

CONTENTS

Clause Page

1. Definitions and interpretation 1

2. The Facility 15

3. Purpose 15

4. Conditions of Utilisation 15

5. Utilisation 16

6. Repayment 17

7. Prepayment and cancellation 17

8. Interest 21

9. Interest Periods 22

10. Break Costs 22

11. Fees 22

12. Tax gross up and indemnities 23

13. Increased Costs 25

14. Other indemnities 27

15. Mitigation 27

16. Costs and expenses 28

17. Loan to value 28

18. Representations 29

19. Information undertakings 33

20. General undertakings 35

21. Events of Default 39

22. Transfer by the Lender 43

23. Changes to the Obligors 44

24. Conduct of business by the Lender 44

25. Payment mechanics 45

26. Set-off 46

27. Notices 47

28. Calculations and certificates 48

29. Partial invalidity 48

30. Remedies and waivers 48

31. Amendments and waivers 49

32. Confidentiality 49

33. Counterparts 51

34. Governing law 51

35. Enforcement 51

Schedule

1. Conditions precedent 53

   Part 1 Conditions precedent to initial Utilisation 53

   Part 2 Form of Director's Certificate 55

2. Form of Utilisation Request 58

3. Form of Margin Call Notice 60

Signatories 61

THIS AGREEMENT is dated

18 December 2015 and made

BETWEEN:

1. USUM INVESTMENT GROUP HONG KONG LIMITED 渝商投資集團(香港)有限公司, a limited liability company incorporated under the laws of Hong Kong, whose registered office is at Room 1602, 16th Floor, LHT Tower, 31 Queen's Road Central, Hong Kong with company number 2150576 (the Company); and

   
   

2. CCB INTERNATIONAL SECURITIES LIMITED as lender (the Lender). IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

   
   
2. Definitions

   
   

   In this Agreement:

   
   

   Additional Collateral means the ordinary shares in any company (other than Listco) which shares are listed on the Hong Kong Stock Exchange.

   
   

   Additional Secured Collateral means any Additional Collateral held in the Collateral Account and which is subject to perfected first priority Security Interests to secure only the amounts outstanding under the Finance Documents under and pursuant to the Company Security Agreement and in respect of which all documents, filings, consents and Authorisations connected with the Security Interests as may be required by the Lender have been completed and delivered.

   
   

   Additional Collateral Value means, at any time, the aggregate value of the Additional Secured Collateral as determined by the Lender in its absolute discretion at that time.

   
   

   Adjustment Event means the occurrence of an Event of Default.

   
   

   Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

   
   

   Authorisation means an authorisation, consent, approval, resolution, permit, licence, exemption, filing, notarisation or registration.

   
   

   Availability Period means the period from and including the date of this Agreement to and including the earlier of:

   
   

3. the date falling six Months after the date of the Commitment Letter; and

   
   

4. the last day of the Offer Settlement Period.




Available Commitment means the Lender's Commitment minus:




1. the amount of any outstanding Loans; and

   
   

2. in relation to any proposed Utilisation, the amount of any Loans that are due to be made on or before the proposed Utilisation Date.

Break Costs means the amount (if any) determined by the Lender which would indemnify the Lender against any loss or liability that it incurs as a consequence of any part of a Loan or Unpaid Sum being repaid or prepaid other than on the date referred to in Clause 6 (Repayment), and includes any costs incurred as a result of the Lender terminating all or any part of its fixed rate, swap or other hedging arrangements.




Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Hong Kong.




Cash Account Balance means, at any time, the cash balance standing to the credit of the Collateral Account at that time.




Code means the US Internal Revenue Code of 1986.




Collateral Account means the account with account number 1006630-2001 and account name USUM Investment Group Hong Kong Limited held and maintained by the Company with the Custodian (including any renewal or redesignation thereof).




Collateral Value means, on any day, the Market Value of all the Secured Listco Shares, at the relevant time, as calculated by the Lender.




Commitment means HK$2,000,000,000 to the extent not cancelled, reduced or transferred under this Agreement.




Commitment Letter means the letter dated on or about the date of this Agreement from the Lender to the Financial Adviser.




Company Group means the Company and its Subsidiaries for the time being, excluding Listco.




Company Security Agreement means the Hong Kong law governed security agreement dated on or about the date of this Agreement between the Company and the Lender in respect of, among other things, the Secured Listco Shares and the Cash Account Balance.




Confidential Information means all information relating to the Company, any Obligor, the Company Group, the Finance Documents or the Facility of which the Lender becomes aware in its capacity as Lender or which is received by the Lender in relation to the Finance Documents or the Facility from any member of the Company Group or any of its advisers in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:




1. is or becomes public information other than as a direct or indirect result of any breach by the Lender of Clause 32 (Confidentiality); or

   
   

2. is identified in writing at the time of delivery as non-confidential by any member of the Company Group or any of its advisers; or

   
   

3. is known by the Lender before the date the information is disclosed to it by any member of the Company Group or any of its advisers or is lawfully obtained by the Lender after that date, from a source which is, as far as the Lender is aware, unconnected with the Company Group and which, in either case, as far as the Lender is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.