Amendment Agreement to Trust Deed among China Architectural Engineering, Inc., The Bank of New York (London Branch), ABN AMRO Bank N.V. (London Branch), and CITIC Allco Investments Limited

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Summary

This agreement amends the original Trust Deed dated April 15, 2008, between China Architectural Engineering, Inc. (the Issuer) and The Bank of New York, London Branch (the Trustee), with ABN AMRO Bank N.V. and CITIC Allco Investments Limited as Bondholders. The amendment incorporates mandatory provisions of the U.S. Trust Indenture Act of 1939 in anticipation of SEC registration of the Bonds. The Issuer agrees to cover all related costs and provide certified board resolutions. The agreement is governed by English law and remains in effect except as specifically amended.

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EX-4.2 2 v126888_ex4-2.htm
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 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, 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, London, E14, 5AL, United Kingdom (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
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THE ISSUER
 
Executed as a deed by
CHINA ARCHITECTURAL ENGINEERING, INC. 
 
 

By:   /s/ Luo Ken Yi                
Name: Luo Ken Yi
Title: Chairman
 
 
                                 /s/ Li, Gang Ling
Name of Witness: Li, Gang Ling
Address: 13F, Excellence Times Square
        4068 Yitian Square, Futian, Shenzhen
        P. R. China


THE TRUSTEE

Executed as a deed by
THE BANK OF NEW YORK, LONDON BRANCH 
 

 
 

By:   /s/ Eva Tam                  
Name: Eva Tam
Title:
 
 
 
 
                                 /s/ Irene Ding
Name of Witness: Irene Ding
Address:


Signature page to
Amendment Agreement

THE BONDHOLDERS
 
Executed as a deed by
ABN AMRO BANK, N.V., LONDON BRANCH 
 

 
 
By:   /s/ B. Lau                  
Name: B. Lau
Title: Executive Director
By:   /s/ A. Gardner                  
Name: A. Gardner
Title: Director


 
                                 /s/ K Kwok                 
Name of Witness: K Kwok
Address: ABN AMRO Bank N.V.
        38/F, Cheung Kong Center
        2 Queen's Road Central
        Central, Hong Kong






Executed as a deed by
CITIC ALLCO INVESTMENTS LIMITED 
 
 

By:   /s/ Emil Cheung                
Name: Emil Cheung
Title: Authorized Signatory

 
Name of Witness: Howard Wong
Address: 28/F CITIC Tower
                 1 Tim Mei Avenue, Central
                 Hong Kong
/s/ Howard Wong
 


 
Signature page to
Amendment Agreement

ANNEX A
 
FORM OF AMENDED AND RESTATED TRUST DEED
 
 
 
 
 
 
 
 
Amendment Agreement
Annex A-1