8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 7, 2006

GREAT WALL ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	333-110906	20-0178991
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

660 Madison Avenue, 15th Floor, New York, New York	10021
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 753-0804

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 7, 2006, Great Wall Acquisition Corporation (the “Company”) entered into a Credit Facility Agreement (the “Facility Agreement”), dated December 7, 2006, with certain lenders and DBS Bank Ltd, as Administrative Agent (“Agent”). The Facility Agreement establishes a secured credit facility under which the Company may borrow up to S$62,000,000 in two tranches. The Company has entered into the Facility Agreement in connection with its previously announced proposed acquisition of the outstanding shares of ChinaCast Communication Holdings Limited (“ChinaCast”). The Company may use the proceeds of loans under the Facility Agreements only for the acquisition of outstanding shares of ChinaCast and to pay fees, interest and other expenses related to such acquisition and the loans under the Facility Agreement. Loans under the Facility Agreement shall bear interest pursuant to a formula as set forth in the Facility Agreement. Tranche A Loans under the Facility Agreement may be made at any time on and after the fulfillment of the conditions to funding set forth in the Facility Agreement (the” Effective Date”) until December 27, 2006. Tranche A Loans may not, in the aggregate, exceed the amount held in the Company’s trust account with Continental Stock Transfer & Trust Company after paying all amounts for the conversion of shares of the Company to cash owing to shareholders who exercised their conversion rights in connection with the acquisition of ChinaCast. Tranche A Loans mature on the date which is seven days after the date on which such Tranche A Loans are made. Tranche B Loans under the Facility Agreement may be made at any time from and after the Effective Date until the date which is the earlier of (i) the date which is 21 days after the close of the Company’s public offer to purchase the outstanding shares of ChinaCast and (ii) March 21, 2007. Tranche B Loans mature on June 4, 2007. A loan under the Facility Agreement may be repaid without penalty at any time prior to the maturity date for each loan, however, the Company must prepay any loan under the Facility Agreement under a number of circumstances, in particular (a) upon the issuance or sale by the Company of any of its capital stock, warrants, options or any other security interest representing an equity interest, (b) upon the disposition of any shares of ChinaCast, (c) upon the deposit into the Company’s account at the Agent of any amounts currently held in trust by the Company pursuant to the Company’s initial public offering (IPO). In addition to customary representations and warranties and events of default, additional events of default occur if (a) at anytime after December 31, 2006 the Company ceases to own at least 50.0% of ChinaCast and (b) the shares of ChinaCast cease to be listed on the Singapore Exchange Securities Trading Limited (SGX). Payment of outstanding advances may be accelerated, at the option of the Agent, should the Company default in its obligations under the Facility Agreement. A copy of the Credit Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Obligations under the Facility Agreement are secured by all the assets of the Company pursuant to a Security Agreement entered into on December 7, 2006 between the Company and the Agent. The obligations under the Facility Agreement are further secured by a Deed of Share Charge and Deed of Charge over Accounts both dated December 7, 2006 between the Company and the Agent. The Security Agreement, Deed of Share Charge and Deed of Charge over Accounts are attached hereto as Exhibits 10.2, 10.3 and 10.4 respectively and incorporated herein by reference.

The foregoing description of the Facility Agreement, Security Agreement, Deed of Share Charge and Deed of Charge over Accounts do not purport to be complete and are qualified in their entirety by reference to the full text of those documents.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits:

10.1
10.2
10.3
10.4 Credit Facility Agreement dated December 7, 2006, by and among Great Wall Acquisition Corporation, the Lenders party thereto and DBS Bank Ltd. as Administrative Agent
Security Agreement dated December 7, 2006, by and between Great Wall Acquisition Corporation and DBS Bank Ltd. as Security Agent
Deed of Share Charge dated December 7, 2006, by and between Great Wall Acquisition Corporation and DBS Bank Ltd. as Security Agent
Deed of Charge over Accounts dated December 7, 2006, by and between Great Wall Acquisition Corporation and DBS Bank Ltd. as Security Agent

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 13, 2006	GREAT WALL ACQUISITION CORPORATION
	By:	/s/ Kin Shing Li
		Name:	Kin Shing Li
		Title:	Chairman of the Board, Chief Executive Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1 10.2 10.3 10.4	Credit Facility Agreement dated December 7, 2006. Security Agreement dated December 7, 2006 Deed of Share Charge dated December 7, 2006 Deed of Charge over Accounts dated December 7, 2006

EX-10.1

EXHIBIT 10.1

EXECUTION VERSION

CREDIT FACILITY AGREEMENT

dated as of

December 7, 2006

between

GREAT WALL ACQUISITION CORPORATION

The LENDERS Party Hereto

and

DBS BANK LTD,

as Administrative Agent

Up to S$62,000,000

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
SECTION 1.01. Defined Terms		1
SECTION 1.02. Terms Generally		15
SECTION 1.03. Accounting Terms; GAAP		15
ARTICLE II THE CREDITS		16
SECTION 2.01. The Commitments		16
SECTION 2.02. Loans and Borrowings		16
SECTION 2.03. Requests for Borrowings		17
SECTION 2.04. Funding of Borrowings		17
SECTION 2.05. Termination and Reduction of the Commitments		18
SECTION 2.06. Repayment of Loans; Evidence of Debt		18
SECTION 2.07. Prepayment of Loans		19
SECTION 2.08. Fees		21
SECTION 2.09. Interest		21
SECTION 2.10. Alternate Rate of Interest		22
SECTION 2.11. Increased Costs		22
SECTION 2.12. Break Funding Payments		23
SECTION 2.13. Taxes		24
SECTION 2.14. Payments Generally; Pro Rata Treatment; Sharing of Set-offs		25
ARTICLE III		26
REPRESENTATIONS AND WARRANTIES		26
SECTION 3.01. Organization; Powers		26
SECTION 3.02. Authorization; Enforceability		27
SECTION 3.03. Governmental Approvals; No Conflicts		27
SECTION 3.04. Financial Condition; No Material Adverse Change		27
SECTION 3.05. Properties		28
SECTION 3.06. Litigation		28
SECTION 3.07. Environmental Matters		28
SECTION 3.08. Compliance with Laws and Agreements		28
SECTION 3.09. Investment and Holding Company Status		29
SECTION 3.10. Taxes		29
SECTION 3.11. ERISA; Non-U.S. Plans		29
SECTION 3.12. Disclosure		29
SECTION 3.13. Use of Credit		29
SECTION 3.14. Agreements and Liens		29
SECTION 3.15. Capitalization		30
SECTION 3.16. Subsidiaries and Investments		30

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	Page
ARTICLE IV CONDITIONS		31
SECTION 4.01. Effective Date		31
SECTION 4.02. Each Loan		34
ARTICLE V AFFIRMATIVE COVENANTS		34
SECTION 5.01. Financial Statements and Other Information		34
SECTION 5.02. Notices of Material Events		35
SECTION 5.03. Existence; Conduct of Business		36
SECTION 5.04. Payment of Obligations		36
SECTION 5.05. Maintenance of Properties; Insurance		36
SECTION 5.06. Books and Records; Inspection Rights		36
SECTION 5.07. Compliance with Laws		37
SECTION 5.08. Use of Proceeds		37
SECTION 5.09. Further Assurances		37
SECTION 5.10. Ownership of ChinaCast		37
SECTION 5.11. Dividend Payment by ChinaCast		37
SECTION 5.12. The Accounts		37
ARTICLE VI NEGATIVE COVENANTS		38
SECTION 6.01. Indebtedness		38
SECTION 6.02. Liens		38
SECTION 6.03. Fundamental Changes		39
SECTION 6.04. Lines of Business		39
SECTION 6.05. Investments		39
SECTION 6.06. Restricted Payments		40
SECTION 6.07. Transactions with Affiliates		40
ARTICLE VII EVENTS OF DEFAULT		40
ARTICLE VIII THE ADMINISTRATIVE AGENT		43
SECTION 8.01. Appointment		43
SECTION 8.02. Rights as a Lender		44
SECTION 8.03. Limitation on Duties		44
SECTION 8.04. Reliance by Administrative Agent		44
SECTION 8.05. Sub-Agents		45
SECTION 8.06. Resignation		45
SECTION 8.07. Reliance by Lenders		45
SECTION 8.08. Amendments to Loan Documents		46
ARTICLE IX MISCELLANEOUS		46
SECTION 9.01. Notices		46
SECTION 9.02. Waivers; Amendments		47
SECTION 9.03. Expenses; Indemnity; Damage Waiver		48
SECTION 9.04. Successors and Assigns		49

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	Page
SECTION 9.05. Survival		52
SECTION 9.06. Counterparts; Integration; Effectiveness		52
SECTION 9.07. Severability		53
SECTION 9.08. Right of Setoff		53
SECTION 9.09. Governing Law; Jurisdiction; Etc		53
SECTION 9.10. WAIVER OF JURY TRIAL		54
SECTION 9.11. Headings		54
SECTION 9.12. Treatment of Certain Information; Confidentiality		54

SCHEDULE I — Commitments
SCHEDULE II — Agreements and Liens
SCHEDULE III — Litigation
SCHEDULE IV — Environmental Matters
SCHEDULE V — Subsidiaries and Investments
EXHIBIT A — Form of Assignment and Acceptance

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          CREDIT FACILITY AGREEMENT dated as of December 7, 2006, between GREAT WALL ACQUISITION CORPORATION, the LENDERS party hereto, and DBS BANK LTD, as Administrative Agent.

          The Borrower (as hereinafter defined) has requested that the Lenders (as so defined) make loans to it in an aggregate principal amount not exceeding S$62,000,000 in connection with the acquisition by it of outstanding shares in the capital of ChinaCast Communication Holdings Limited (“ChinaCast”). The Lenders are prepared to make such loans upon the terms and conditions hereof, and, accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

          “Accounts” means the U.S. Dollar Debt Service Account and the Singapore Dollar Debt Service Account.

          “Acquisition” means the acquisition of shares of ChinaCast by the Borrower to achieve an aggregate holding by the Borrower of more than 50.0% of ChinaCast that is to take place substantially simultaneously with the Effective Date.

          “Acquisition Payment Instruction” means a payment instruction from the Borrower to the Administrative Agent (in a form acceptable to the Administrative Agent) irrevocably authorizing the Administrative Agent to withdraw amounts deposited in the Accounts to fund the purchase price for the acquisition of shares in ChinaCast and related costs and expenses approved by the Lenders.

          “Administrative Agent” means DBS in its capacity as administrative agent for the Lenders hereunder.

          “Advisory Letter” means the letter between the Borrower and DBS dated June 27, 2005 providing for, among other things, the payment of an advisory fee to DBS, as such letter may be amended from time to time.

          “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

          “Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments or Loans of both Classes hereunder represented by the aggregate amount of such Lender’s Commitments or Loans of both Classes hereunder.

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          “Applicable Rate” means with respect to Tranche A Loans, 0.20% per annum and, with respect to Tranche B Loans, 2.00% per annum.

          “Approved Fund” means, with respect to any Lender that is a fund that invests in commercial loans, any other fund that invests in commercial loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

          “Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

          “Availability Period” means the Tranche A Availability Period or Tranche B Availability Period, as applicable.

          “Board” means the Board of Governors of the Federal Reserve System of the United States of America.

          “Borrower” means Great Wall Acquisition Corporation, a Delaware corporation.

          “Borrowing” means all Loans of the same Class that have the same Interest Period.

          “Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03.

          “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or Singapore are authorized or required by law to remain closed.

          “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

          “Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.11(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

          “ChinaCast Payment Instruction” means an irrevocable payment instruction from the Borrower to ChinaCast (acknowledged by ChinaCast) to pay all moneys to be paid by

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ChinaCast to the Borrower, including but not limited to any dividends or capital distributions, directly into the Singapore Dollar Debt Service Account.

          “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are Tranche A Loans or Tranche B Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Tranche A Commitment or Tranche B Commitment.

          “Code” means the Internal Revenue Code of 1986, as amended from time to time.

          “Collateral” means all property (whether tangible or intangible), rights and other interests of the Borrower in which security interests are granted for the benefit of the Secured Parties under the Security Documents.

          “Commitment” means a Tranche A Commitment or Tranche B Commitment, or any combination thereof (as the context requires).

          “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

          “DBS” means DBS Bank Ltd.

          “Deed of Charge over Accounts” means a Deed of Charge over Accounts between the Borrower and the Administrative Agent pursuant to which the Borrower will charge to the Administrative Agent the Accounts by way of a fixed charge.

          “Deed of Share Charge” means a Deed of Share Charge between the Borrower and the Administrative Agent, pursuant to which the Borrower will charge to the Administrative Agent all of its entitlements to shares it holds from time to time in ChinaCast.

          “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

          “Default Interest Period” means, during any period while any principal of any Loan or any other amount under this Agreement or any other Loan Document is not paid when due, each successive period as the Administrative Agent shall from time to time (with the approval of the Required Lenders) choose; provided that (a) no such period shall exceed one month’s duration, (b) the first such period shall commence as of the date on which such principal or other amount became due and each succeeding such period shall commence upon the expiry of the immediately preceding such period and (c) in the absence of or pending such consent from the Required Lenders, each Default Interest Period shall have a duration of one week.

          “Disclosed Matters” means the actions, suits and proceedings disclosed in Schedule III and the environmental matters disclosed in Schedule IV.

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          “Disposition” means any sale, assignment, transfer or other disposition of any property (whether now owned or hereafter acquired) by the Borrower or any of its Subsidiaries to any other Person excluding any sale, assignment, transfer or other disposition of any property sold or disposed of in the ordinary course of business and on ordinary business terms.

          “Dollars” or “$” refers to lawful money of the United States of America.

          “Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

          “Environmental Claim” means, with respect to any Person, any written notice, claim, demand or other communication (collectively, a “claim”) by any other Person alleging or asserting such Person’s liability for investigatory costs, cleanup costs, governmental response costs, damages to natural resources or other property, personal injuries, fines or penalties arising out of, based on or resulting from (i) the presence, or release into the environment, at any location, whether or not owned by such Person, of any material (“Hazardous Material”) the exposure to which is now or hereafter prohibited, limited or regulated under any Environmental Law or (ii) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law. The term “Environmental Claim” shall include any claim by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and any claim by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the presence of Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment.

          “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

          “Equity Issuance” means (a) any issuance or sale by the Borrower or any of its Subsidiaries after the Effective Date of (i) any of its capital stock, (ii) any warrants or options exercisable in respect of its capital stock (other than any warrants or options issued to directors, officers or employees of the Borrower or any of its Subsidiaries pursuant to employee benefit plans established in the ordinary course of business and any capital stock of the Borrower issued upon the exercise of such warrants or options) or (iii) any other security or instrument representing an equity interest (or the right to obtain any equity interest) in the Borrower or any of its Subsidiaries or (b) the receipt by the Borrower or any of its Subsidiaries after the Effective Date of any capital contribution (whether or not evidenced by any equity security issued by the recipient of such contribution); provided that Equity Issuance shall not include (x) any such issuance or sale by any Subsidiary of the Borrower to the Borrower or any wholly owned Subsidiary of the Borrower or (y) any capital contribution by the Borrower or any wholly owned Subsidiary of the Borrower to any Subsidiary of the Borrower.

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          “Equity Rights” means, with respect to any Person, any subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including any shareholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, such Person.

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

          “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

          “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

          “Event of Default” has the meaning assigned to such term in Article VII.

          “Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 2.13(e), except to the extent that such Foreign Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.13(a).

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          “Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

          “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

          “GAAP” means generally accepted accounting principles in the United States of America.

          “Governmental Authority” means the government of the United States of America, or of any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

          “Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

          “Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

          “Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has

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been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

          “Indemnified Taxes” means Taxes other than Excluded Taxes.

          “Interest Payment Date” means, with respect to any Loan, the last day of each Interest Period therefor.

          “Interest Period” means (a) for any Tranche A Loan or Borrowing, the period commencing on the date of such Loan or Borrowing and ending on the applicable Maturity Date and (b) for any Tranche B Loan or Borrowing, each successive period of one month commencing on the date of such Loan or Borrowing; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period (other than an Interest Period that ends on the applicable Maturity Date that is permitted to be of less than one month’s duration, as provided in this definition) that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) any Interest Period which would otherwise end after the applicable Maturity Date shall end on such Maturity Date. For purposes hereof, the date of a Loan initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent continuation of such Loan, and the date of a Borrowing comprising Loans that have been continued shall be the effective date of the most recent continuation of such Loans.

          “Investment” means, for any Person: (a) the acquisition (whether for cash, property, services or securities or otherwise) of capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities of any other Person or any agreement to make any such acquisition (including any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person), but excluding any such advance, loan or extension of credit having a term not exceeding 90 days arising in connection with the sale of inventory or supplies by such Person in the ordinary course of business; (c) the entering into of any Guarantee of, or other contingent obligation with respect to, Indebtedness or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person; or (d) the entering into of any Hedging Agreement.

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          “Lenders” means the Persons listed on Schedule I and any other Person that shall have become a party hereto pursuant to an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance.

          “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

          “Loan Documents” means, collectively, this Agreement, the Advisory Letter, the Payment Instructions and the Security Documents.

          “Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

          “LTV Ratio” has the meaning specified in Section 2.07(b)(iii).

          “Margin Stock” means “margin stock” within the meaning of Regulations T, U and X of the Board.

          “Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower of any of its Subsidiaries taken as a whole, (b) the ability of the Borrower to perform any of its obligations under this Agreement or any of the other Loan Documents to which it is a party or (c) the rights of or benefits available to the Lenders under this Agreement or any of the other Loan Documents.

          “Maturity Date” means (a) with respect to Tranche A Loans, the Tranche A Maturity Date and (b) with respect to Tranche B Loans, the Tranche B Maturity Date.

          “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

          “Net Available Proceeds” means:

          (a) in the case of any Disposition, the aggregate amount of all cash payments, and the fair market value of any non-cash consideration, received by the Borrower and its Subsidiaries directly or indirectly in connection with such Disposition; provided that (i) Net Available Proceeds shall be net of (x) the amount of any legal, title and recording tax expenses, commissions and other fees and expenses paid by the Borrower and its Subsidiaries in connection with such Disposition and (y) any Federal, state and local income or other taxes estimated to be payable by the Borrower and its Subsidiaries as a result of such Disposition (but only to the extent that such estimated taxes are in fact paid to the relevant Federal, state or local governmental authority within three months of the date of such Disposition) and (ii) Net Available Proceeds shall be net of any repayments by the Borrower or any of its Subsidiaries of

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Indebtedness to the extent that (x) such Indebtedness is secured by a Lien on the property that is the subject of such Disposition and (y) the transferee of (or holder of a Lien on) such property requires that such Indebtedness be repaid as a condition to the purchase of such property; and

          (b) in the case of any Equity Issuance, the aggregate amount of all cash received by the Borrower and its Subsidiaries in respect of such Equity Issuance net of reasonable expenses incurred by the Borrower and its Subsidiaries in connection therewith.

          “Nominee” means DBS Nominees (Private) Limited.

          “Obligations” shall mean the obligations to pay the principal of and interest (including default interest) on the Loans and all commissions, fees, indemnities, and other amounts payable to the Lenders and the Administrative Agent under the Loan Documents.

          “Offer” means the public offer for shares of ChinaCast made by the Borrower and announced through the SGX via MASNET on or about December 7, 2006 (including any extensions thereof).

          “Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

          “Payment Instructions” means the Acquisition Payment Instruction, the Trustee Payment Instruction and the ChinaCast Payment Instruction.

          “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

          “Permitted Encumbrances” means:

          (a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04;

          (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04;

          (c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

          (d) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; and

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          (e) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

          “Permitted Investments” means:

          (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

          (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from Standard & Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc., or from Moody’s Investors Services, Inc;

          (c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $250,000,000; and

          (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) of this definition and entered into with a financial institution satisfying the criteria described in clause (c) of this definition.

          “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

          “Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

          “Process Agent” has the meaning specified in Section 9.09(d).

          “Quotation Day” means, in relation to any Interest Period, two Business Days before the first day of that Interest Period.

          “Record Date” means the date on which shares held by the Borrower’s shareholders who voted against the Acquisition and demanded their shares to be converted into cash are converted into cash.

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          “Register” has the meaning set forth in Section 9.04.

          “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

          “Release Date” means the day on which all Obligations (whether or not due and payable) have been unconditionally paid in full (without the possibility of rescission, restoration or any other requirement that such amount be repaid by any Secured Party as a result of the insolvency, bankruptcy, administration or reorganization of the Borrower or any other Person or otherwise) and all other obligations of the Borrower under the Loan Documents have been unconditionally discharged in accordance therewith.

          “Required Lenders” means, at any time, Lenders having outstanding Loans and unused Commitments and such Lenders represent 50.1% of the sum of the total outstanding Loans and unused Commitments at such time. The “Required Lenders” of a particular Class of Loans means Lenders having outstanding Loans and unused Commitments of such Class representing at least 50.1% of the total outstanding Loans and unused Commitments of such Class at such time.

          “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any shares of any class of capital stock of the Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares of capital stock of the Borrower or any option, warrant or other right to acquire any such shares of capital stock of the Borrower.

          “Screen Rate” mean the rate per annum for the relevant period displayed on page 50157 of the Telerate Screen under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP OFFER RATE FIXING AT 11 A.M. SINGAPORE TIME”. If the agreed page is replaced or service ceases to be available, the Administrative Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower.

          “SEC” means the United States Securities and Exchange Commission.

          “Secured Parties” means the Lenders and the Administrative Agent.

          “Security Agreement” means the Security Agreement between the Borrower and the Administrative Agent pursuant to which the Borrower will grant to the Administrative Agent a security interest over all its present and future assets.

          “Security Documents” means, collectively, the Deed of Share Charge, the Deed of Charge over Accounts, the Security Agreement and all Uniform Commercial Code or other financing statements required to be filed with respect to the security interests created pursuant to the Deed of Share Charge and the Deed of Charge over Accounts and the Security Agreement.

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          “SGX” has the meaning set forth in Section 2.07(b)(iii).

          “Singapore Dollar Debt Service Account” means the account no. 003-904242-6 denominated in Singapore Dollars and maintained in cash and opened and maintained by the Borrower in Singapore with DBS, to be solely operated by the Administrative Agent.

          “Singapore Dollars” or “S$” refers to lawful money of the Republic of Singapore.

          “Singapore Takeover Code” means the Singapore Code on Takeovers and Mergers issued under the Securities and Futures Act, Chapter 289 of Singapore.

          “Sub-Account” means the securities sub-account to be maintained by the Borrower with the Nominee.

          “Sub-Account Agreement” means the application to open a book-entry securities sub-account to be dated on or about the date hereof between the Borrower and the Nominee pursuant to which the Borrower will establish the Sub-Account with the Nominee.

          “Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise specified, “Subsidiary” means a Subsidiary of the Borrower. For purposes of this definition, ChinaCast shall at all times be deemed to be a Subsidiary of the Borrower.

          “Swap Rate” mean, in relation to any Loan:

          (a) the applicable Screen Rate as of 11.00 a.m. on the Quotation Day for the displaying of the swap rate for a period comparable to the applicable Interest Period or Default Interest Period for that Loan; or

          (b) (if no Screen Rate is available for the Interest Period or Default Interest Period of that Loan) the rate quoted by the Administrative Agent to leading banks in the Singapore interbank market, to be in relation for the applicable Interest Period or Default Interest Period for that Loan equal to Y (rounded upwards to four decimal places) calculated in accordance with the following formula:

          where:          

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F = the premium (being a positive number) or the discount (being a negative number), as the case may be, which would have been paid or received by the Administrative Agent in offering to sell US Dollars forward in exchange for Singapore Dollars on the last day of that Interest Period or Default Interest Period in the Singapore interbank market as of 11:00 a.m. on the Quotation Day;

S = the exchange rate at which the Administrative Agent sells US Dollars spot in exchange for Singapore Dollars in the Singapore foreign exchange market, as quoted by the Administrative Agent as of 11:00 a.m. on the Quotation Day;

R = the rate at which the Administrative Agent is offering US Dollar deposits for that Interest Period or Default Interest Period in an amount comparable to the US Dollar equivalent of that Loan (such US Dollar equivalent to be determined by the Administrative Agent at such rate or rates as the Administrative Agent determines to be most appropriate) to prime banks in the Singapore interbank market as of 11:00 a.m. on the Quotation Day; and

N = the actual number of days in that Interest Period or Default Interest Period.

          “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

          “Tranche A”, when used in reference to any Borrowing, refers to whether the Loans constituting such Borrowing are made pursuant to Section 2.01(a).

          “Tranche A Availability Period” means the period from and including the Effective Date to and including December 27, 2006

          “Tranche A Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make one or more Tranche A Loans hereunder during the Tranche A Availability Period, expressed as an amount representing the maximum aggregate principal amount of the Tranche A Loans to be made by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.05 or 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Tranche A Commitment is the amount set forth on Schedule I, or shall be the amount set forth in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Tranche A Commitment, as applicable. Subject to Section 2.02(c), the initial aggregate amount of the Lenders’ Tranche A Commitments is S$37,500,000.

          “Tranche A Lender” means a Lender with a Tranche A Commitment or an outstanding Tranche A Loan.

          “Tranche A Loan” has the meaning specified in Section 2.01(a).

          “Tranche A Maturity Date” means, with respect to any Tranche A Loan, the date that is seven days after such Tranche A Loan.

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          “Tranche B”, when used in reference to any Borrowing refers to whether the Loans constituting such Borrowing, are made pursuant to Section 2.01(b).

          “Tranche B Availability Period” means the period from and including the Effective Date to and including the earlier of the date that is 21 days after the close of the Offer in accordance with the Singapore Takeover Code and March 21, 2007.

          “Tranche B Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make one or more Tranche B Loans hereunder during the Tranche B Availability Period, expressed as an amount representing the maximum aggregate principal amount of the Tranche B Loans to be made by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.05 or 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Tranche B Commitment is the amount set forth on Schedule I, or shall be the amount set forth in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Tranche B Commitment, as applicable. Subject to Section 2.02(c), the initial aggregate amount of the Lenders’ Tranche B Commitments is S$32,500,000.

          “Tranche B Lender” means a Lender with a Tranche B Commitment or an outstanding Tranche B Loan.

          “Tranche B Loan” has the meaning specified in Section 2.01(b).

          “Tranche B Maturity Date” means June 4, 2007.

          “Transactions” means the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, the borrowing of Loans and the use of the proceeds thereof.

          “Trust” means the Trust created pursuant to the Trust Agreement.

          “Trust Agreement” means the investment management trust agreement dated March 17, 2004 between the Borrower and the Trustee.

          “Trust Amount” means the amount of funds held in the Trust on the Record Date after paying all amounts for the conversion of shares to cash owing to shareholders who voted against the Acquisition.

          “Trust Amount Confirmation” means written certification from the Borrower in a form acceptable to the Administrative Agent which shall include certification on the following matters:

          (a) the Trust Amount; and

          (b) that subject to the Acquisition being consummated, there are no restrictions under the Trust Agreement or any other legal impediments preventing the immediate payment of the Trust Amount to the U.S. Dollar Debt Service Account.

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          “Trust Indenture Act” has the meaning specified in Section 8.01(c).

          “Trustee” means Continental Stock Transfer & Trust Company.

          “Trustee Payment Instruction” means the irrevocable payment instruction dated on or about the date of this Agreement from the Borrower to the Trustee (countersigned by DBS) to immediately pay all moneys available to be distributed to the Borrower pursuant to the Trust Agreement directly into the U.S. Dollar Debt Service Account, including the “Counsel Letter” and the “Instruction Letter” (each as defined therein) duly completed and executed.

          “U.S. Dollar Debt Service Account” means the account no. 0003-002655-01-6 denominated in U.S. Dollars and maintained in cash and opened and maintained by the Borrower in Singapore with DBS, to be solely operated by the Administrative Agent.

          “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          SECTION 1.02. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

          SECTION 1.03. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect

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and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

ARTICLE II

THE CREDITS

          SECTION 2.01. The Commitments.

          (a) Tranche A Loan. Subject to the terms and conditions set forth herein, each Tranche A Lender agrees to make one or more loans (each, a “Tranche A Loan”) to the Borrower during the Tranche A Availability Period in an aggregate principal amount not exceeding its Tranche A Commitment. Amounts prepaid or repaid in respect of Tranche A Loans may not be reborrowed.

          (b) Tranche B Loans. Subject to the terms and conditions set forth herein, each Tranche B Lender agrees to make one or more loans (each, a “Tranche B Loan”) to the Borrower during the Tranche B Availability Period in an aggregate principal amount not exceeding its Tranche B Commitment. Amounts prepaid or repaid in respect of Tranche B Loans may not be reborrowed.

          SECTION 2.02. Loans and Borrowings.

          (a) Obligations of Lenders. Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class made by the Lenders ratably in accordance with their respective Commitments of such Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

          (b) Lending From Branches and Affiliates. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

          (c) Minimum Amounts; Limitation on Borrowings; Aggregate Amounts. Each Borrowing shall be in an aggregate amount of S$10,000,000 or a larger multiple of S$1,000,000. Borrowings of more than one class may be outstanding at the same time; provided that the Borrower shall not be permitted to make a Tranche B Borrowing until such time as Tranche A has been drawn in full. Tranche A Borrowings may not exceed the Trust Amount and aggregate Borrowings under Tranche A and Tranche B may not exceed S$62,000,000. There shall be no more than six Borrowings.

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          SECTION 2.03. Requests for Borrowings.

          (a) Notice by the Borrower. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request in writing not later than 11:00 a.m., Singapore time, three Business Days before the proposed date of such Borrowing. Each such Borrowing Request shall be irrevocable and shall be in a form approved by the Administrative Agent and signed by the Borrower.

          (b) Content of Borrowing Requests. Each telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

          (i) whether the requested Borrowing is to be a Tranche A Borrowing or Tranche B Borrowing;

          (ii) the aggregate amount of the requested Borrowing; and

          (iii) the date of such Borrowing, which shall be a Business Day.

          (c) Notice by the Administrative Agent to the Lenders. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

          SECTION 2.04. Funding of Borrowings.

          (a) Funding by Lenders and Release from the Accounts. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, Singapore time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to the Singapore Dollar Debt Service Account. The Administrative Agent shall withdraw funds from the Singapore Dollar Debt Service Account (and the U.S. Dollar Debt Service Account, as applicable) to make payments on behalf of the Borrower in accordance with the Acquisition Payment Instruction.

          (b) Presumption by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at the Swap Rate. If such Lender pays such amount to

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the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing from the date of such payment.

          SECTION 2.05. Termination and Reduction of the Commitments.

          (a) Scheduled Termination. Unless previously terminated, the Commitments of each Class shall terminate at 5:00 p.m., Singapore time, on the last day of the Availability Period for such Class.

          (b) Voluntary Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) the Borrower may not terminate or reduce the Tranche B Commitments until such time as the Tranche A Commitments has been terminated and (ii) each reduction of the Commitments of any Class pursuant to this Section shall be in an amount that is S$10,000,000 or a larger multiple of S$1,000,000.

          (c) Notice of Voluntary Termination or Reduction. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least ten Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable.

          (d) Effect of Termination or Reduction. Any termination or reduction of the Commitments of either Class shall be permanent. Each reduction of the Commitments of either Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

          SECTION 2.06. Repayment of Loans; Evidence of Debt.

          (a) Repayment. The Borrower hereby unconditionally promises to pay the Loans as follows:

          (i) to the Administrative Agent for account of the Tranche A Lenders the outstanding principal amount of the Tranche A Loans on the Tranche A Maturity Date, and

          (ii) to the Administrative Agent for account of the Tranche B Lenders the outstanding principal amount of the Tranche B Loans on the Tranche B Maturity Date.

          (b) Manner of Payment. Prior to any repayment of any Borrowings of either Class hereunder, the Borrower shall select the Borrowing or Borrowings of the applicable Class to be paid and shall notify the Administrative Agent in writing of such selection not later than 11:00 a.m., Singapore time, five Business Days before the scheduled date of such repayment. If the Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid, such

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payment shall be applied to Borrowings of the applicable Class in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Each payment of a Borrowing shall be applied ratably to the Loans included in such Borrowing.

          (c) Maintenance of Records by Lenders. Each Lender shall maintain in accordance with its usual practice records evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

          (d) Maintenance of Records by the Administrative Agent. The Administrative Agent shall maintain records in which it shall record (i) the amount of each Loan made hereunder, the Class thereof and each Interest Period therefor, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for account of the Lenders and each Lender’s share thereof.

          (e) Effect of Entries. The entries made in the records maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such records or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

          (f) Promissory Notes. Any Lender may request that Loans of either Class made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

          SECTION 2.07. Prepayment of Loans.

          (a) Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements of this Section.

          (b) Mandatory Prepayments. The Borrower will prepay the Loans, and/or the Commitments shall be subject to automatic reduction, as follows:

          (i) Equity Issuance. Immediately upon any Equity Issuance, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reduction, in an aggregate amount equal to 100% of the Net Available Proceeds thereof, such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (c) of this Section.

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          (ii) Disposition of ChinaCast Shares. Immediately upon the Disposition of any shares of ChinaCast by the Borrower, the Borrower shall prepay the Loans, and/or the Commitments shall be subject to automatic reduction, in an aggregate amount equal to 100% of the Net Available Proceeds of such Disposition, such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (c) of this Section.

          (iii) LTV Ratio. So long as the shares of ChinaCast are listed on the Singapore Exchange Securities Trading Limited (“SGX”), in the event that the LTV Ratio exceeds on any day 70.0%, the Borrower shall immediately prepay the Loans, and/or the Commitments shall be subject to automatic reduction, in an aggregate amount such that the LTV Ratio is equal to no more than 60.0% such prepayment and/or reduction to be effected in each case in the manner and to the extent specified in clause (c) of this Section. “LTV Ratio” means, at any time, the ratio of the aggregate outstanding Loans to the value of the shares of ChinaCast owned by the Borrower at such time. For purposes of this provision, the value of ChinaCast shares shall be determined at the close of business each day by reference to the lowest price at which a ChinaCast share is traded on that day (or if no trade is made on that day, the lowest price on the most recent day on which a trade occurred).

          (iv) Trust Amount Proceeds. Immediately upon the deposit into the U.S. Dollar Debt Service Account or the Singapore Dollar Debt Service Account of any Trust Amount proceeds, the Administrative Agent shall, and is hereby irrevocably authorized to, withdraw amounts to prepay on behalf of the Borrower outstanding Loans, such prepayment to be effected in each case in the manner and to the extent specified in clause (c) of this Section.

          (v) Dividends from ChinaCast. Immediately upon the deposit of any amounts into the U.S. Dollar Debt Service Account or the Singapore Dollar Debt Service Account on account of dividends (or any other form of capital distribution) of ChinaCast, the Administrative Agent shall, and is hereby irrevocably authorized to, withdraw amounts to prepay on behalf of the Borrower outstanding Loans, such prepayment to be effected in each case in the manner and to the extent specified in clause (c) of this Section.

          (c) Application. Prepayments and/or reductions of Commitments pursuant to this Section 2.07 shall be applied, first to repayment of Tranche A Loans and reduction of Tranche A Commitments until such time as the Tranche A Loans have been repaid in full and the Tranche A Commitments have terminated and thereafter to the repayment of Tranche B Loans and reduction of Tranche B Commitments, in each case, first to prepay the Loans of the applicable Class and second to reduce the Commitments of the applicable Class.

          (d) Notices, Etc. The Borrower shall notify the Administrative Agent in writing of any prepayment under clause (a) hereof not later than 11:00 a.m., Singapore time, five Business Days before the date of prepayment and of any mandatory prepayment under clause (b) hereof as soon as possible and in any event by not later than the date of such prepayment. Each

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such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.09 and shall be made in the manner specified in Section 2.06(b). If such prepayment date is not an Interest Payment Date, the Borrower shall pay to each Lender the break funding payments pursuant to Section 2.12.

          SECTION 2.08. Fees.

          (a) Commitment Fee. The Borrower agrees to pay to the Administrative Agent for account of each Lender a commitment fee, which shall accrue at a rate per annum equal to 0.1% on the average daily unused amount of the Commitments of such Lender for the period from and including the date hereof to but not including the earlier of the date such Commitments terminate and the last day of the Tranche B Availability Period. Accrued commitment fees shall be payable on the last day of each month and on the earlier of the date the relevant Commitments terminate and the last day of the Tranche B Availability Period, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 365 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

          (b) Upfront Fee. The Borrower agrees to pay to the Administrative Agent an upfront fee equal to 0.25% of the aggregate Commitments on the earlier to occur of (i) the initial drawdown of the Loans and (ii) the last day of the Tranche A Availability Period.

          (c) Payment of Fees. All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of facility fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

          SECTION 2.09. Interest.

          (a) Loans. The Loans constituting each Borrowing shall bear interest at a rate per annum equal to the Swap Rate for the Interest Period for such Borrowing plus the Applicable Rate.

          (b) Default Interest. Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration, by mandatory prepayment or otherwise, such overdue amount shall bear interest, after as well as before judgment, for any Default

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Interest Period, at a rate per annum equal to 3.0% plus the rate applicable to such Loan as provided in paragraph (a) of this Section for such Default Interest Period.

          (c) Payment of Interest. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to paragraph (b) of this Section shall be payable on demand and (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

          (d) Computation. All interest hereunder shall be computed on the basis of a year of 365 days, and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Swap Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

          SECTION 2.10. Alternate Rate of Interest. If prior to the commencement of the Interest Period for any Borrowing, or of any Default Interest Period for any amounts under this Agreement or any other Loan Document, as the case may be:

          (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Swap Rate for such Interest Period or Default Interest Period; or

          (b) if such Borrowing is of a particular Class of Loans, or if such amounts relate to a particular Class of Loans or Commitments, the Administrative Agent is advised by the Required Lenders of such Class that the Swap Rate for such Interest Period or Default Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans included in such Borrowing for such Interest Period or their respective amounts for such Default Interest Period,

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy and the rate of interest on each Lender’s Loans for the relevant Interest Period or Default Interest Period will be the aggregate of (i) the Applicable Rate and (ii) the rate notified to the Administrative Agent by that Lender as soon as practicable, and in any event before interest is due to be paid in respect of that Interest Period or Default Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its Loans from whatever source it may reasonably select.

          SECTION 2.11. Increased Costs.

          (a) Increased Costs Generally. If any Change in Law shall:

          (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Swap Rate); or

          (ii) impose on any Lender or the Singapore interbank market any other condition affecting this Agreement or Loans made by such Lender;

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and the result of any of the foregoing shall be to increase the cost to such Lenders of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

          (b) Capital Requirements. If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

          (c) Certificates from Lenders. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof or on such other date as agreed by the Lenders.

          (d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.

          SECTION 2.12. Break Funding Payments. In the event of (a) the payment of any principal of any Loan other than on the last day of an Interest Period therefor (including as a result of an Event of Default) or (b) the failure to borrow, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. The loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to, the amount (if any) by which (i) the interest which the Lender should have received for the period from the date of receipt of all or any part of the Loan or overdue amount to the last day of the current Interest Period in respect of that Loan or overdue amount, had the principal amount or overdue amount received been paid on the last day of that Interest Period, exceeds (ii) the amount which the Lender would be able to obtain by placing an amount equal to the principal amount or overdue amount received by it on deposit with a leading bank in the Singapore interbank market for a period starting on the Business Day following receipt or

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recovery and ending on the last day of the current Interest Period. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

          SECTION 2.13. Taxes.

          (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

          (b) Payment of Other Taxes by the Borrower. In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

          (c) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

          (d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

          (e) Foreign Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate.

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          SECTION 2.14. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

          (a) Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.11, 2.12 or 2.13, or otherwise) or under any other Loan Document (except to the extent otherwise provided therein) prior to 12:00 noon, Singapore time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to its account as designated in writing, except as otherwise expressly provided in the relevant Loan Document and except payments pursuant to Sections 2.11, 2.12, 2.13 and 9.03, which shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Loan Document (except to the extent otherwise provided therein) shall be made in Singapore Dollars.

          (b) Application of Insufficient Payments. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, to pay fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of fees then due to such parties, (ii) second, to pay interest then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest then due to such parties and (iii) third, to pay principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

          (c) Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing of a particular Class shall be made from the relevant Lenders, each Borrowing of any Class shall be allocated among the relevant Lenders, each payment of commitment fee under Section 2.08 in respect of Commitments of a particular Class shall be made for account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class under Section 2.05 shall be applied to the respective Commitments of such Class of the relevant Lenders, pro rata according to the amounts of their respective Commitments of such Class; (ii) each payment or prepayment of principal of Tranche A Loan and Tranche B Loans by the Borrower shall be made for account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and (iii) each payment of interest on Tranche A Loan and Tranche B Loans by the Borrower shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders.

          (d) Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of

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the aggregate amount of its Loans and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

          (e) Presumptions of Payment. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Swap Rate.

          (f) Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b) or 2.14(e), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

          The Borrower represents and warrants to the Administrative Agent and the Lenders that:

          SECTION 3.01. Organization; Powers. The Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do

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business in, and is in good standing in, every jurisdiction where such qualification is required. Each of the Subsidiaries of the Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

          SECTION 3.02. Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

          SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

          SECTION 3.04. Financial Condition; No Material Adverse Change.

          (a) Financial Condition. The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders’ equity and cash flows (i) as of and for the fiscal year ended December 31, 2005, reported on by Goldstein Golub Kessler LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2006, certified by the chief financial officer of the Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) of the first sentence of this paragraph.

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          (b) No Material Adverse Change. Since December 31, 2005, there has been no material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

          SECTION 3.05. Properties.

          (a) Property Generally. Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, subject only to Liens permitted by Section 6.02 and except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

          (b) Intellectual Property. Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

          SECTION 3.06. Litigation.

          (a) Actions, Suits and Proceedings. There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries

          (b) Disclosed Matters. Since the date of this Agreement, there has been no change in the status of the Disclosed Matters.

          SECTION 3.07. Environmental Matters. Neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Claim, (iii) has received notice of any claim with respect to any Environmental Claim or (iv) knows of any basis for any Environmental Claim.

          SECTION 3.08. Compliance with Laws and Agreements.

          (a) Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property. No Default has occurred and is continuing.

          (b) The Offer and the Acquisition have been made in compliance with all applicable laws, regulations and rules (including but not limited to the Companies Act, Chapter 50 of Singapore, the Securities and Futures Act, Chapter 289 of Singapore, the Singapore Code on Takeover and Mergers issued by the Securities Industries Council and the rules of the SGX).

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          SECTION 3.09. Investment and Holding Company Status. Neither the Borrower nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

          SECTION 3.10. Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except Taxes that are being contested in good faith by appropriate proceedings and for which such Person has set aside on its books adequate reserves.

          SECTION 3.11. ERISA; Non-U.S. Plans. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. All pension or other employee benefit plans that are not subject to ERISA have been established, operated, administered and maintained in compliance with all laws, regulations and orders applicable thereto, except where failure so to comply could not be reasonably expected to have a Material Adverse Effect. All premiums, contributions and any other amounts required by applicable plan documents or applicable laws to be paid or accrued by the Borrower and its Subsidiaries have been paid or accrued as required, except where failure so to pay or accrue could not be reasonably expected to have a Material Adverse Effect.

          SECTION 3.12. Disclosure. All agreements, instruments and corporate or other restrictions to which the Borrower or any of its Subsidiaries is subject other than the Loan Documents, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect are set forth in Schedule II . None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Lenders in connection with the negotiation of this Agreement and the other Loan Documents or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

          SECTION 3.13. Use of Credit. Neither the Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of any Loan hereunder will be used to buy or carry any Margin Stock.

          SECTION 3.14. Agreements and Liens.

          (a) Agreements. Part A of Schedule II is a complete and correct list of each credit agreement, loan agreement, indenture, purchase agreement, guarantee, letter of credit or

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other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any extension of credit) to, or guarantee by, the Borrower or any of its Subsidiaries outstanding on the date hereof, or that (after giving effect to the transactions contemplated to occur on or before the Effective Date) will be outstanding on the Effective Date other than the Loan Documents and the aggregate principal or face amount outstanding or that may become outstanding under each such arrangement is correctly described in Part A of Schedule II.

          (b) Liens. Part B of Schedule II is a complete and correct list of each Lien securing Indebtedness of any Person outstanding on the date hereof, or that (after giving effect to the transactions contemplated to occur on or before the Effective Date) will be outstanding on the Effective Date and covering any property of the Borrower or any of its Subsidiaries other than pursuant to the Security Documents, and the aggregate Indebtedness secured (or that may be secured) by each such Lien and the property covered by each such Lien is correctly described in Part B of Schedule II.

          SECTION 3.15. Capitalization. The authorized capital stock of the Borrower will consist, on the Effective Date of an aggregate of 21,000,000 shares consisting of (i) 20,000,000 shares of common stock, par value $0.0001 per share, of which 5,515,975 shares will be duly and validly issued and outstanding (no shares of which will be held in treasury), each of which shares will be fully paid and nonassessable and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share, of which, no shares will be duly and validly issued and outstanding (and no shares of which will be held in treasury), each of which shares will be fully paid and nonassessable. As of the Effective Date, (x) except for 10,000 outstanding common stock purchase warrants of the Borrower (the “Warrants”), 9,200,000 of which Warrants have an exercise price of $5.00 per share and 800,000 of which Warrants have an exercise price of $6.95 per share, there will be no outstanding Equity Rights with respect to the Borrower and (y) except for the Warrants and the up to 902,744 shares of common stock of the Borrower whose holders may exercise their rights to convert their share of common stock to cash held in the trust account pursuant to the Trust Agreement, there will be no outstanding obligations of the Borrower or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any shares of capital stock of the Borrower nor will there be any outstanding obligations of the Borrower or any of its Subsidiaries to make payments to any Person, such as “phantom stock” payments, where the amount thereof is calculated with reference to the fair market value or equity value of the Borrower or any of its Subsidiaries.

          SECTION 3.16. Subsidiaries and Investments.

          (a) Subsidiaries. Set forth in Part A of Schedule V is a complete and correct list of all of the Subsidiaries of the Borrower as of the date hereof, and as of the Effective Date (after giving effect to the transactions contemplated to occur on or before the Effective Date), together with, for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding ownership interests in such Subsidiary and (iii) the nature of the ownership interests held by each such Person and the percentage of ownership of such Subsidiary represented by such ownership interests. Except as disclosed in Part A of Schedule V, (x) each of the Borrower and its Subsidiaries owns, or will own on the Effective

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Date (after giving effect to the transactions contemplated to occur on or before the Effective Date), free and clear of Liens (other than Liens created pursuant to the Security Documents), and has the unencumbered right to vote, all outstanding ownership interests in each Person shown to be held by it in Part A of Schedule V, (y) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (z) there are no outstanding Equity Rights with respect to such Person.

          (b) Investments. Set forth in Part B of Schedule V is a complete and correct list of all Investments (other than Investments disclosed in Part A of Schedule V and other than Investments of the types referred to in clauses (b), (c), (d) and (e) of Section 6.05 held by the Borrower or any of its Subsidiaries in any Person on the date hereof or that will be held on the Effective Date (after giving effect to the transactions contemplated to occur on or before the Effective Date) and, for each such Investment, (x) the identity of the Person or Persons holding such Investment and (y) the nature of such Investment. Except as disclosed in Part B of Schedule III, each of the Borrower and its Subsidiaries owns (or will own, after giving effect to the transactions contemplated to occur on or before the Effective Date), free and clear of all Liens (other than Liens created pursuant to the Security Documents), all such Investments.

          (c) Restrictions on Subsidiaries. None of the Subsidiaries of the Borrower is, on the date hereof, subject to any indenture, agreement, instrument or other arrangement of the type described in Section 6.08.

ARTICLE IV

CONDITIONS

          SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which the Administrative Agent shall have received each of the following documents, each of which shall be satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance (or such condition shall have been waived in accordance with Section 9.02):

          (a) Executed Counterparts. From each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page to this Agreement) that such party has signed a counterpart of this Agreement.

          (b) Opinions of Counsel

          (i) An opinion, dated the Effective Date, of Loeb & Loeb LLP, New York and Delaware counsel for the Borrower, in form and substance acceptable to the Administrative Agent, and covering such other matters relating to the Borrower, this Agreement or the Transactions as the Lenders shall reasonably request.

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          (ii) An opinion, dated the Effective Date, of Conyers Dill & Pearman, Bermuda counsel to DBS, in form and substance acceptable to the Administrative Agent.

          (iii) An opinion, dated the Effective Date, of Milbank, Tweed, Hadley & McCloy, LLP, special New York counsel to the Lenders, in form and substance acceptable to the Administrative Agent.

          (iv) An opinion, dated the Effective Date, of Allen & Overy Shook Lin & Bok, Singapore counsel to DBS, in form and substance acceptable to the Administrative Agent.

          (v) Such other opinions as the Administrative Agent or any Lender shall reasonably request.

          (b) Corporate Documents. Such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

          (c) Officer’s Certificate. A certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in the lettered clauses of the first sentence of Section 4.02.

          (d) Deed of Charge over Accounts. The Deed of Charge over Accounts, duly executed and delivered by the Borrower and the Administrative Agent, and the notice identified in the schedule thereto, duly executed and acknowledged. In addition, the Borrower shall have taken such other action as the Administrative Agent shall have requested in order to perfect the security interest created pursuant to the Deed of Charge over Accounts.

          (e) Security Agreement. The Security Agreement, duly executed and delivered by the Borrower and the Administrative Agent. In addition, the Borrower shall have taken such other action as the Administrative Agent shall have requested in order to perfect the security interests created pursuant to the Security Agreement.

          (f) Deed of Share Charge. The Deed of Share Charge, duly executed and delivered by the Borrower and the Administrative Agent, and the notices identified in the schedules thereto, duly executed and acknowledged. In addition, the Borrower shall have taken such other action as the Administrative Agent shall have requested in order to perfect the security interests created pursuant to the Deed of Share Charge.

          (g) Consummation of Acquisition. Evidence that the Record Date has occurred and that the Acquisition shall have been (or will be immediately following the funding of the Loans) consummated in all material respects and the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower to such effect and to the effect that attached thereto are true and complete copies of the documents delivered in connection with the

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closing of the Acquisition such documents to be in a form acceptable to the Administrative Agent.

          (h) Undertakings. Evidence that the Borrower has received undertakings from shareholders of ChinaCast to sell to the Borrower more than 50.0% of the outstanding shares of ChinaCast and the Borrower has announced that its offer to acquire such shares is irrevocable.

          (i) Approval. Evidence that the shareholders of the Borrower have approved the Acquisition.

          (j) Payment Instructions. The Acquisition Payment Instruction and the Trustee Payment Instruction duly executed and acknowledged.

          (k) Trust Amount. Evidence of the Trust Amount, including but not limited to (i) certified copies of all written materials delivered in connection with, and all resolutions passed at, the special meeting of stockholders of the Borrower to be held on or about December 18, 2006 and (ii) the Trust Amount Confirmation, together with an opinion of counsel that, subject to the Acquisition being consummated, there are no restrictions under the Trust Agreement or any other legal impediments preventing the immediate payment of the Trust Amount to the U.S. Dollar Debt Service Account (which opinion, for the avoidance of doubt, may be included as part of the opinion referred to in clause (b)(i) above). Evidence that immediately following the funding of the Loans, the Trust Amount will be paid directly to the U.S. Dollar Debt Service Account in compliance with the Trust Agreement.

          (l) Due Diligence. Satisfactory completion of all due diligence by the Administrative Agent and Lenders with respect to the Borrower and ChinaCast, including with respect to (i) the terms of the Trust Agreement, (ii) the terms of the organizational documents of the Borrower and ChinaCast and (iii) the financial condition and ability of ChinaCast to pay dividends.

          (m) SEC and SGX. Evidence that all required approvals for the Acquisition have been obtained and all applicable waiting periods have expired, including without limitation evidence that the SEC has approved the acquisition and no other SEC approvals are required (including confirmation of this in the legal opinion referred to in Section 4.01(b)(i)).

          (n) Sub-Account Agreement. The Sub-Account Agreement duly executed by the Borrower and the Nominee, together with evidence that the Sub-Account has been opened.

          (o) Process Agents. Evidence that the Borrower shall have appointed agents for service of process acceptable to the Administrative Agent in New York and Singapore in respect of each Loan Document governed by New York law or Singapore law, as applicable, and such agent shall have accepted such appointment and confirmed that it has received payment of all fees for acting as such until the date occurring 12 months after the Tranche B Maturity Date.

          (p) Other Documents. Such other documents as the Administrative Agent or any Lender or special New York counsel to DBS may reasonably request.

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          The obligation of each Lender to make its initial Loan hereunder is also subject to the payment by the Borrower of such fees as the Borrower shall have agreed to pay to any Lender or the Administrative Agent in connection herewith, including the reasonable fees and expenses of all legal counsel to DBS, in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the Loans hereunder (to the extent that statements for such fees and expenses have been delivered to the Borrower).

          The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) on or prior to 3:00 p.m., Singapore time, on December 27, 2006 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

          SECTION 4.02. Each Loan. The obligation of each Lender to make any Loan is additionally subject to the satisfaction of the following conditions:

          (a) the representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Loan; and

          (b) at the time of and immediately after giving effect to such Loan, no Default shall have occurred and be continuing.

          Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.

ARTICLE V

AFFIRMATIVE COVENANTS

          Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder shall have been paid in full, the Borrower covenants and agrees with the Lenders that:

          SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender:

          (a) within 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Goldstein Golub Kessler LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any

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qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

          (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

          (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

          (d) concurrently with any delivery of financial statements under clause (a) of this Section, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);

          (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any of its Subsidiaries with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; and

          (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries, or compliance with the terms of this Agreement and the other Loan Documents, as the Administrative Agent or any Lender may reasonably request.

          SECTION 5.02. Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:

          (a) the occurrence of any Default;

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          (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

          (c) the occurrence of any ERISA Event;

          (d) the assertion of any Environmental Claim by any Person against, or with respect to the activities of, the Borrower or any of its Subsidiaries and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any Environmental Claim or alleged violation that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect; and

          (e) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

          Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

          SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business.

          SECTION 5.04. Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

          SECTION 5.05. Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

          SECTION 5.06. Books and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior

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notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

          SECTION 5.07. Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property.

          SECTION 5.08. Use of Proceeds. The proceeds of the Loans will be deposited in the Singapore Dollar Debt Service Account and used only for the acquisition of outstanding shares in the capital of ChinaCast by the Borrower in accordance with Section 2.04(a) hereof and to pay fees, interest and other expenses related to the Acquisition and the Loans. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations U and X.

          SECTION 5.09. Further Assurances. The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall reasonably be requested by the Administrative Agent to effectuate the purposes and objectives of this Agreement.

          Without limiting the generality of the foregoing, the Borrower will take such action from time to time (including filing appropriate Uniform Commercial Code financing statements and executing and delivering such assignments, security agreements and other instruments) as shall be reasonably requested by the Administrative Agent to create, in favor of the Administrative Agent for the benefit of the Lenders, perfected security interests and Liens in accordance with the Security Documents.

          SECTION 5.10. Ownership of ChinaCast. The Borrower will at all times after the date of consummation of the Acquisition maintain direct ownership of more than 50.0% of the outstanding shares of ChinaCast.

          SECTION 5.11. Dividend Payment by ChinaCast.

          (a) The Borrower will procure as soon as possible after the Effective Date and in any event not later than the Tranche B Maturity Date, that ChinaCast declare, distribute and pay dividends (or other form of capital distribution) where the entitlement of the Borrower in relation to such dividends shall be for an amount not less than the amount required for the full payment of all amounts (including without limitation the principal and any interest thereon) due and payable to the Lenders under the Loans. The Borrower shall ensure that all dividends (and other forms of capital distribution) from ChinaCast to which the Borrower is entitled are immediately paid directly to the Singapore Dollar Debt Service Account.

          (b) On the date the Acquisition is consummated, the Borrower will deliver to the Administrative Agent the ChinaCast Payment Instruction, duly executed by the Borrower and acknowledged by ChinaCast.

          SECTION 5.12. The Accounts. (a) The Borrower shall establish and maintain the Accounts.

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          (b) Each Account shall be in the name of the Borrower but held with DBS and under the control of the Administrative Agent. Each Account shall be separate from all other accounts with DBS.

          (c) The Borrower irrevocably confirms the authority of (and directs and authorizes) the Administrative Agent to credit and transfer funds to pay all amounts due and payable from time to time by the Borrower to the Administrative Agent or the Lenders under the Loan Documents (including all amounts payable under Sections 9.03(a) and (b)), irrespective of whether any Borrowing is made hereunder.

ARTICLE VI

NEGATIVE COVENANTS

          Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder have been paid in full, the Borrower covenants and agrees with the Lenders that:

          SECTION 6.01. Indebtedness. The Borrower will not create, incur, assume or permit to exist any Indebtedness except Indebtedness created hereunder. The Borrower will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except:

          (a) Indebtedness existing on the date hereof and set forth in Part A of Schedule II (or, to the extent not meeting the minimum thresholds for required listing on Schedule II pursuant to Section 3.14, in an aggregate amount not exceeding S$5,000,000), but not any extensions, renewals or replacements of any such Indebtedness;

          (b) other unsecured Indebtedness in an aggregate principal amount not exceeding S$5,000,000 at any time outstanding.

          SECTION 6.02. Liens. The Borrower will not create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except Liens created pursuant to the Security Documents. The Borrower will not permit any of its Subsidiaries to create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

          (a) Permitted Encumbrances; and

          (b) any Lien on any property or asset of any Subsidiaries existing on the date hereof and set forth in Part B of Schedule II (or, to the extent not meeting the minimum thresholds for required listing on Schedule II pursuant to Section 3.14, in an aggregate amount not exceeding S$5,000,000); provided that (i) no such Lien shall extend to any other property or

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asset of such Subsidiary and (ii) any such Lien shall secure only those obligations which it secures on the date hereof.

          SECTION 6.03. Fundamental Changes. The Borrower will not, nor will it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Borrower will not, nor will it permit any of its Subsidiaries to, acquire any business or property from, or capital stock of, or be a party to any acquisition of, any Person except the Acquisition and in the case of its Subsidiaries for purchases of inventory and other property to be sold or used in the ordinary course of business. The Borrower will not, nor will it permit any of its Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired (including receivables and leasehold interests, but excluding (x) obsolete or worn-out property, tools or equipment no longer used or useful in its business so long as the amount thereof sold in any single fiscal year by the Borrower and its Subsidiaries shall not have a fair market value in excess of S$1,000,000 and (y) any inventory or other property sold or disposed of in the ordinary course of business and on ordinary business terms). The Borrower shall ensure that at all time it does not have any Subsidiaries other than ChinaCast.

          Notwithstanding the foregoing provisions of this Section:

          (a) any Subsidiary of the Borrower may be merged or consolidated with or into any other such Subsidiary; provided that if any such transaction shall be between a Subsidiary and a wholly owned Subsidiary, the wholly owned Subsidiary shall be the continuing or surviving corporation;

          (b) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower; and

          (c) the capital stock of any Subsidiary of the Borrower may be sold, transferred or otherwise disposed of to the Borrower or any wholly owned Subsidiary of the Borrower.

          SECTION 6.04. Lines of Business. The Borrower will not, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than, in the case of the Borrower, holding ChinaCast shares and, in the case of ChinaCast, the business carried out on the date hereof.

          SECTION 6.05. Investments. The Borrower will not make or permit to remain outstanding any Investments except in connection with the Acquisition. The Borrower will not permit any of its Subsidiaries to make or permit to remain outstanding any Investments except:

          (a) Investments outstanding on the date hereof and identified in Part B of Schedule V;

          (b) operating deposit accounts with banks;

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          (c) Permitted Investments;

          (d) Investments by its Subsidiaries in the Borrower and its Subsidiaries; and

          (e) Investments consisting of security deposits with utilities and other like Persons made in the ordinary course of business.

          SECTION 6.06. Restricted Payments. The Borrower will not, nor will it permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment. Nothing herein shall be deemed to prohibit the payment of dividends by any Subsidiary of the Borrower to the Borrower or to any other Subsidiary of the Borrower.

          SECTION 6.07. Transactions with Affiliates. The Borrower will not, nor will it permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties and (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate.

          SECTION 6.08. Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that the foregoing shall not apply to restrictions and conditions imposed by law or by the Loan Documents.

ARTICLE VII

EVENTS OF DEFAULT

          If any of the following events (“Events of Default”) shall occur:

          (a) the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

          (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or under any other Loan Document, when and as the same shall become due and payable, unless the Borrower demonstrates to the satisfaction of the Administrative Agent that

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the failure to make such payment is to a technical error related to the remittance of funds and such failure is remedied within three Business Days;

          (c) any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, shall prove to have been incorrect when made or deemed made;

          (d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with respect to the Borrower’s existence), 5.08, 5.09, 5.10, 5.11 or 5.12 or in Article VI or the Borrower shall default in the performance of any of its obligations contained in the Security Documents;

          (e) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article) or any other Loan Document and such failure shall continue unremedied for a period of 15 or more days after the earlier of the Borrower becoming aware of such failure and notice thereof from the Administrative Agent (given at the request of any Lender) to the Borrower;

          (f) the Borrower or any of its Subsidiaries shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any of its Indebtedness, when and as the same shall become due and payable;

          (g) any event or condition occurs that results in any of its Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any of its Indebtedness or any trustee or agent on its or their behalf to cause any of its Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

          (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any of its Subsidiaries or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its Subsidiaries or for a substantial part of its assets or an order or decree approving or ordering any of the foregoing shall be entered;

          (i) the Borrower or any of its Subsidiaries shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the

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appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its Subsidiaries or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

          (j) the Borrower or any of its Subsidiaries shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

          (k) one or more judgments for the payment of money shall be rendered against the Borrower or any of its Subsidiaries or any combination or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any of its Subsidiaries to enforce any such judgment;

          (l) an ERISA Event shall have occurred;

          (m) a reasonable basis shall exist for the assertion against the Borrower or any of its Subsidiaries, or any predecessor in interest of the Borrower or any of its Subsidiaries, of (or there shall have been asserted against the Borrower or any of its Subsidiaries) an Environmental Claim;

          (n) the Liens created by the Security Documents shall at any time not constitute a valid and perfected Lien on the collateral intended to be covered thereby (to the extent perfection by filing, registration, recordation or possession is required herein or therein) in favor of the Administrative Agent, free and clear of all other Liens (other than Liens under the respective Security Documents), or, except for expiration in accordance with its terms, any of the Security Documents shall for whatever reason be terminated or cease to be in full force and effect, or the enforceability thereof shall be contested by the Borrower;

          (o) at any time after December 31, 2006, the Borrower shall cease to own more than 50.0% of ChinaCast;

          (p) the shares of ChinaCast cease to be listed on the SGX or trade in ChinaCast shares is suspended (unless the Administrative Agent shall have agreed otherwise in writing);

          (q) the Borrower shall not have procured all ChinaCast corporate approvals, including and board and shareholder approvals, necessary for the payment of dividends in accordance with Section 5.11 within 30 days after close of the Offer in accordance with the Singapore Takeover Code; or

          (r) the Trust Amount is not immediately and directly paid to the U.S. Dollar Debt Service Account;

then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the

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Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (iii) take action to enforce the Lenders’ Liens over all or any part of the Collateral and (iv) exercise all other rights under any Loan Document and all remedies available at law; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. The proceeds of any collection, sale or realization of all or any part of the Collateral by the Administrative Agent under the Security Documents or the enforcement of such other rights thereunder, and any other cash at the time of such collection, sale or other realization held by the Administrative Agent under the Loan Documents, shall be applied by the Administrative Agent and paid to the relevant Secured Parties in the order of priority specified in Section 2.14(b) with any remaining proceeds of cash after the Release Date being applied as a payment to the Borrower or to its successors or permitted assigns, or as a court of competent jurisdiction may otherwise direct.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

          SECTION 8.01. Appointment. (a) Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

          (b) The Administrative Agent shall also act as the “Security Agent” under the Loan Documents, and each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens granted under the Security Documents, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Security Agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article VIII (as though such co-agents, sub-agents and attorneys-in-fact were the “Security Agent” under the Loan Documents) as if set forth in full herein with respect thereto.

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          (c) In the event that DBS or any of its Affiliates shall be or become an indenture trustee under the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act”) in respect of any securities issued or guaranteed by the Borrower, the parties hereto acknowledge and agree that any payment or property received in satisfaction of or in respect of any obligation of the Borrower hereunder or under any Loan Document by or on behalf of DBS in its capacity as the Administrative Agent for the benefit of any Lender under any Loan Document (other than DBS or its Affiliates) and which is applied in accordance with the Loan Documents shall be deemed to be exempt from the requirements of Section 311 of the Trust Indenture Act pursuant to Section 311(b)(3) of the Trust Indenture Act.

          SECTION 8.02. Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

          SECTION 8.03. Limitation on Duties. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

          SECTION 8.04. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be

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genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

          SECTION 8.05. Sub-Agents. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

          SECTION 8.06. Resignation. The Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent’s resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

          SECTION 8.07. Reliance by Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

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          SECTION 8.08. Amendments to Loan Documents. Except as otherwise provided in Section 9.02(b) with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Security Documents) release all or substantially all of the collateral or otherwise terminate all or substantially all of the Liens under any Security Document providing for collateral security, agree to additional obligations being secured by all or substantially all of such collateral security (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by such Security Document, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Security Documents with respect to all or substantially all of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented.

ARTICLE IX

MISCELLANEOUS

          SECTION 9.01. Notices. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

          (a) if to the Borrower, to it at Great Wall Acquisition Corporation, 660 Madison Avenue, 15^th Floor, New York, New York 10021 (Telecopy No. [___]; Telephone No. 1-212-753-0804);

          (b) if to the Administrative Agent, to DBS Bank Ltd, 6 Shenton Way #38-00, DBS Building Tower One Singapore 068809, Attention of Managing Director, Corporate & Investment Banking Group (Communications, Media & Technology) (Telecopy No. 65 6878 4972; Telephone No. 65 6878 5980); and

          (c) if to a Lender, to it at its address (or telecopy number) designated for such Lender on the signature pages hereof.

          Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto (or, in the case of any such change by a Lender, by notice to the Borrower and the Administrative Agent). All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

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          SECTION 9.02. Waivers; Amendments.

          (a) No Deemed Waivers; Remedies Cumulative. No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.

          (b) Amendments. Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall:

          (i) increase any Commitment of any Lender without the written consent of such Lender,

          (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby,

          (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby,

          (iv) change Section 2.14(d) without the consent of each Lender affected thereby, or

          (v) change any of the provisions of this Section or the percentage in the definition of the term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; and provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent.

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          SECTION 9.03. Expenses; Indemnity; Damage Waiver.

          (a) Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Lenders and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the Transactions and the Acquisition, the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including in connection with any workout, restructuring or negotiations in respect thereof and (iii) and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein.

          (b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions and the Acquisition or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Claim related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee.

          (c) Reimbursement by Lenders. To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such.

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          (d) Waiver of Consequential Damages, Etc. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, the Acquisition, any Loan or the use of the proceeds thereof.

          (e) Payments. All amounts due under this Section shall be payable promptly after written demand therefor.

          SECTION 9.04. Successors and Assigns.

          (a) Assignments Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

          (b) Assignments by Lenders. Any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that:

          (i) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender, the Administrative Agent must give its prior written consent to such assignment,

          (ii) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s), the amount of the Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than S$1,000,000 unless the Administrative Agent otherwise consents,

          (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement,

          (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of in an amount advised by the Administrative Agent,

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          (v) each assignment shall be pro-rata between the assigning Lender’s Tranche A and Tranche B Commitments; and

          (vi) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent such additional information as the Administrative Agent shall request,

Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.11, 2.12, 2.13 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section.

          Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose vehicle (an “SPV”) of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii) the Borrower may bring any proceeding against either the Granting Lender or the SPV in order to enforce any rights of the Borrower under any of the Loan Documents. The making of a Loan by an SPV hereunder shall utilize the relevant Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any payment under this Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Lender makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof arising out of any claim against such SPV under this Agreement. In addition, notwithstanding anything to the contrary contained in this Section, any SPV may with notice to, but without the prior written consent of, the Borrower or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender or to any financial institutions (consented to by the Borrower and the Administrative Agent) providing liquidity and/or credit support (if any) with respect to

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commercial paper issued by such SPV to fund such Loans and such SPV may disclose, on a confidential basis, confidential information with respect to the Borrower and its Subsidiaries to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit liquidity enhancement to such SPV. This paragraph may not be amended without the consent of any SPV at the time holding Loans under this Agreement.

          (c) Maintenance of Register by the Administrative Agent. The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in New York City a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

          (d) Effectiveness of Assignments. Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

          (e) Participations. Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (f) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.11, 2.12 and 2.13 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section.

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          (f) Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.11 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.13 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.13(e) as though it were a Lender.

          (g) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any such pledge or assignment to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto.

          (h) No Assignments to the Borrower or Affiliates. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower or any of its Affiliates or Subsidiaries without the prior consent of each Lender.

          SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.11, 2.12, 2.13, 5.12(c) and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

          SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and

Credit Facility Agreement

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inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page to this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

          SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

          SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

          SECTION 9.09. Governing Law; Jurisdiction; Etc.

          (a) Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

          (b) Submission to Jurisdiction. The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.

          (c) Waiver of Venue. The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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          (d) Service of Process. The Borrower hereby agrees that service of all writs, process and summonses in any such suit, action or proceeding brought in the State of New York may be made upon CT Corporation, presently located at 1633 Broadway, New York, New York 10019, U.S.A. (the “Process Agent”), and the Borrower hereby confirms and agrees that the Process Agent has been duly and irrevocably appointed as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice of any such service of process to the Borrower shall not impair or affect the validity of such service or of any judgment based thereon. The Borrower hereby further irrevocably consents to the service of process in any suit, action or proceeding in such courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

          SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

          SECTION 9.12. Treatment of Certain Information; Confidentiality.

          (a) Treatment of Certain Information. The Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrower or one or more of its Subsidiaries (in connection with this Agreement or otherwise) by any Lender or by one or more subsidiaries or affiliates of such Lender and the Borrower hereby authorizes each Lender to share any information delivered to such Lender by the Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such subsidiary or affiliate, it being understood that any such subsidiary or affiliate receiving such information shall be bound by the provisions of paragraph (b) of this Section as if it were a Lender hereunder. Such authorization shall survive the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

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          (b) Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this paragraph, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (vii) with the consent of the Borrower or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this paragraph or (B) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this paragraph, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Credit Facility Agreement

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

GREAT WALL ACQUISITION CORPORATION
By
	Name:
	Title:

Credit Facility Agreement

DBS BANK LTD,
Individually and as Administrative Agent
By
	Name:
	Title:
DBS BANK LTD,
As Lender
By
	Name:
	Title:

Credit Facility Agreement

SCHEDULE I

Commitments

Name of Lender	Tranche A Commitment (S$)	Tranche B Commitment (S$)
DBS Bank Ltd	S$37,500,000	S$32,500,000

Credit Facility Agreement

SCHEDULE II

Agreements and Liens

Part A — Agreements

Investment Management Trust Agreement dated as of March 17, 2004 between Great Wall Acquisition Corporation and Continental Stock Transfer & Trust Company

Part B — Liens

None.

Schedule II to Facility Agreement

SCHEDULE III

Litigation

None.

Schedule III to Facility Agreement

SCHEDULE IV

Environmental Matters

None.

Schedule IV to Facility Agreement

SCHEDULE V

Subsidiaries and Investments

Part A — Subsidiaries

As of the date hereof:

None.

As of the Effective Date:

ChinaCast Communication Holdings Limited, a Bermuda corporation
More than 50.0% ownership

Part B — Investments

None.

Schedule IV to Facility Agreement

EXHIBIT A

[Form of Assignment and Acceptance]

ASSIGNMENT AND ACCEPTANCE

          Reference is made to the Credit Facility Agreement dated as of December 7, 2006 (as amended and in effect on the date hereof, the “Facility Agreement”), between Great Wall Acquisition Corporation, the Lenders named therein and DBS Bank Ltd, as Administrative Agent for the Lenders. Terms defined in the Facility Agreement are used herein with the same meanings.

          The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Facility Agreement, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Facility Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Facility Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Facility Agreement.

          This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.13(e) of the Facility Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Facility Agreement, such additional information as the Administrative Agent shall request. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Facility Agreement.

          This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York.

Form of Assignment and Acceptance

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Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee’s Address for Notices:

Effective Date of Assignment

(“Assignment Date”)¹:

          Principal Amount

Facility          Assigned

Commitment Assigned:            S$

Loans:

Fees Assigned (if any):

The terms set forth above and below are hereby agreed to:

[NAME OF ASSIGNOR] , as Assignor
By:
	Name:
	Title:
[NAME OF ASSIGNEE] , as Assignee
By:

¹ Must be at least five Business Days after execution hereof by all required parties.

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Name:

Title:

The undersigned hereby consents to the within assignment:²

DBS BANK LTD,
as Administrative Agent
By:
	Name:
	Title:

² Consents to be included to the extent required by Section 9.04(b) of the Facility Agreement.

EX-10.2

EXHIBIT 10.2

EXECUTION COPY

SECURITY AGREEMENT

     SECURITY AGREEMENT dated as of December 7, 2006, between Great Wall Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Debtor”), and DBS Bank Ltd, as administrative agent and security agent (the “Administrative Agent”).

     The Debtor, certain lending institutions (together with their respective successors and assigns and any new lenders from time to time, the “Lenders”) and the Administrative Agent have entered into that certain Credit Agreement dated as of December 7, 2006, with the Debtor (as from time to time amended, the “Credit Agreement”) providing for the making of loans to the Debtor (collectively, “Loans”), and in connection therewith the Debtor has agreed to grant to the Administrative Agent for the benefit of the Secured Creditors as hereinafter defined a security interest in its all of its property, assets and revenues.

     Accordingly, to induce the Lenders to extend credit pursuant to the Credit Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Debtor and the Administrative Agent agree as follows:

          Section 1. Definitions.

     (a) Terms defined in the Credit Agreement are used herein as defined therein.

     (b) The terms “Account”, “As-Extracted Collateral”, “Chattel Paper”, “Commodity Account”, “Deposit Account”, “Document”, “Electronic Chattel Paper”, “Equipment”, “Fixture”, “General Intangible”, “Goods”, “Instrument”, “Inventory”, “Investment Property”, “Letter-of-Credit Right”, “Payment Intangible”, “Proceeds”, “Securities Account”, “Security Entitlement”, “Software” and “Tangible Chattel Paper” have the respective meanings ascribed thereto in Article 9 of the UCC, and the term “Financial Assets” has the meaning ascribed thereto in Article 8 of the UCC.

     (c) As used herein:

     “Collateral” has the meaning set forth in Section 3.

     “Collateral Account” has the meaning set forth in Section 4(a).

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     “Copyright Collateral” means all Copyrights of the Debtor, whether now owned or hereafter acquired.

     “Copyrights” means all copyrights, copyright registrations and applications for copyright registrations, including, without limitation, all renewals and extensions thereof, the right to recover for all past, present and future infringements thereof, and all other rights of any kind whatsoever accruing thereunder or pertaining thereto.

     “Credit Documents” means, collectively, the Credit Agreement, this Agreement and the other Loan Documents.

     “Intellectual Property” means, collectively, all Copyright Collateral, all Patent Collateral and all Trademark Collateral, together with (a) all inventions, processes, production methods, proprietary information, know-how and trade secrets; (b) all licenses or user or other agreements granted to the Debtor with respect to any of the foregoing, in each case whether now or hereafter owned or used; (c) all information, customer lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, recorded knowledge, surveys, engineering reports, test reports, manuals, materials standards, processing standards, performance standards, catalogs, computer and automatic machinery software and programs; (d) all field repair data, sales data and other information relating to sales or service of products now or hereafter manufactured; (e) all accounting information and all media in which or on which any information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data; (f) all licenses, consents, permits, variances, certifications and approvals of governmental agencies now or hereafter held by the Debtor; and (g) all causes of action, claims and warranties now or hereafter owned or acquired by the Debtor in respect of any of the items listed above.

     “Motor Vehicles” means motor vehicles, tractors, trailers and other like property, to the extent the title thereto is governed by a certificate of title or ownership.

     “Patent Collateral” means all Patents of the Debtor, whether now owned or hereafter acquired by the Debtor, including without limitation each Patent identified in Annex 5.

     “Patents” means all patents and patent applications, including, without limitation, the inventions and improvements described and claimed therein together with the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, all income, royalties, damages and payments now or hereafter due and/or payable under

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and with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, the right to sue for past, present and future infringements thereof, and all rights corresponding thereto throughout the world.

     “Person” means an individual, corporation, limited liability company, partnership, unincorporated association, joint venture, trust, governmental agency or other entity.

     “Secured Creditors” means, collectively, the Lenders and the Administrative Agent.

     “Secured Obligations” means the principal of and interest on the Loans and all fees, indemnification payments all other amounts whatsoever payable, whether now outstanding or hereafter from time to time incurred, assumed or arising, under the Credit Documents.

     “Trademark Collateral” means all Trademarks of the Debtor whether now owned or hereafter acquired by the Debtor. Notwithstanding the foregoing, the Trademark Collateral does not and shall not include any Trademark that would be rendered invalid, abandoned, void or unenforceable by reason of its being included as part of the Trademark Collateral.

     “Trademarks” means all trade names, trademarks and service marks, logos, trademark and service mark registrations, and applications for trademark and service mark registrations, including, without limitation, all renewals of trademark and service mark registrations, all rights corresponding thereto throughout the world, the right to recover for all past, present and future infringements thereof, all other rights of any kind whatsoever accruing thereunder or pertaining thereto, together, in each case, with the product lines and goodwill of the business connected with the use of, and symbolized by, each such trade name, trademark and service mark.

     “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

          Section 2. Representations and Warranties. The Debtor represents and warrants to the Administrative Agent for the benefit of the Secured Creditors that:

     (a) Title and Priority. The Debtor is the sole beneficial owner of the Collateral and no security interest exists in the Collateral except for Liens expressly permitted by the terms of the Credit Documents; and the security interests created

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pursuant hereto constitute valid, perfected security interests in the Collateral, subject to no equal or prior Lien except as so permitted.

     (b) Names, Etc. The full and correct legal name, type of organization, jurisdiction of organization, organizational ID number (if applicable) and mailing address of the Debtor as of the date hereof are correctly set forth in Annex 1.

     (c) Changes in Circumstances. The Debtor has not (i) within the period of four months prior to the date hereof, changed its location (as defined in Section 9-307 of the UCC), or (ii) heretofore changed its name, or (iii) heretofore become a “new debtor” (as defined in Section 9-102(a)(56) of the UCC) with respect to a currently effective security agreement previously entered into by any other Person.

     (d) Intellectual Property. To the Debtor’s knowledge, the Debtor is not infringing in any respect upon any Copyright, Patent or Trademark of any other Person; and no proceedings have been instituted or are pending against the Debtor or, to the Debtor’s knowledge, threatened, and no claim against the Debtor has been received by the Debtor, alleging any such violation.

     The Debtor does not own any Trademarks registered in the United States of America to which the last sentence of the definition of Trademark Collateral applies.

     (f) Fair Labor Standards Act. Any Goods now or hereafter produced by the Debtor or any of its Subsidiaries included in the Collateral have been and will be produced in compliance with the requirements of the Fair Labor Standards Act, as amended.

          Section 3. Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, whether now existing or hereafter from time to time incurred or arising, the Debtor hereby grants to the Administrative Agent, for the benefit of the Secured Creditors, a security interest in all of the Debtor’s right, title and interest in, to and under the following property, assets and revenues, whether now owned or hereafter acquired and whether now existing or hereafter coming into existence (all of the property, assets and revenues described in this Section 3 being collectively referred to herein as the “Collateral”):

     (a) all Accounts;

     (b) all Chattel Paper (whether tangible or electronic);

Security Agreement

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     (c) all Commodity Accounts;

     (d) all Deposit Accounts;

     (e) all Documents;

     (f) all Equipment;

     (g) all Fixtures;

     (h) all Instruments;

     (i) all Inventory;

     (j) all Goods;

     (k) all Letter-of-Credit Rights;;

     (l) all Securities Accounts, all Security Entitlements and all other Investment Property whatsoever to the extent not covered by the other clauses of this Section 3;

     (m) all Intellectual Property, all Payment Intangibles, all Software, and all other General Intangibles whatsoever not covered by the other clauses of this Section 3;

     (n) all As-Extracted Collateral;

     (o) all commercial tort claims as defined in Section 9-102(a)(13) of the UCC;

     (p) all other tangible and intangible personal property whatsoever of the Debtor; and

     (q) all Proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the Collateral and, to the extent related to any Collateral, all books, correspondence, credit files, records, invoices and other papers (including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Debtor or any computer bureau or service company from time to time acting for the Debtor).

Security Agreement

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          Section 4. Cash Proceeds of Collateral.

          (a) Collateral Account. The Debtor will, if so instructed by the Administrative Agent, establish at a banking institution selected by the Administrative Agent a cash collateral account (the “Collateral Account”), which

     (i) to the extent of all Investment Property or Financial Assets shall be a Securities Account in respect of which the Administrative Agent shall be the “entitlement holder” as defined in Section 8-102(a)(7) of the UCC, and

     (ii) to the extent of any cash, shall be a Deposit Account in respect of which the Administrative Agent shall be the “customer” within the meaning of Section 9-104(a)(3) of the UCC, and

into which there shall be deposited from time to time the cash proceeds of any of the Collateral (including proceeds of insurance thereon) required to be delivered to the Administrative Agent pursuant hereto and into which the Debtor may from time to time deposit any additional amounts that any of them wishes to pledge to the Administrative Agent for the benefit of the Secured Creditors as additional collateral security hereunder or that they are required to pledge as additional collateral security hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied as hereinafter provided. Except as expressly provided in the next sentence, the Administrative Agent shall remit the collected balance standing to the credit of the Collateral Account to or upon the order of the Debtor as the Debtor shall from time to time instruct, provided, that at any time after the occurrence and during the continuance of an Event of Default, the Administrative Agent may in its discretion apply or cause to be applied (subject to collection) the balance from time to time standing to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in Section 5.09. The balance from time to time in the Collateral Account shall be subject to withdrawal only as provided herein.

          (b) Proceeds of Accounts. If so requested by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, the Debtor shall instruct all account debtors in respect of Accounts, Chattel Paper and General Intangibles and all obligors on Instruments to make all payments in respect thereof either directly to the Administrative Agent or any bank in the United States of America specified by the Administrative Agent under arrangements, in form and substance satisfactory to the Administrative Agent, pursuant to which the Debtor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Collateral Account. All payments made to the Administrative Agent as provided in the preceding sentence, shall be immediately deposited in the Collateral Account. In addition to the

Security Agreement

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foregoing, the Debtor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder shall be received by it, the Debtor shall, upon the request of the Administrative Agent, as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Debtor for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of the Debtor.

          (c) Investment of Balance in Collateral Account. The cash balance standing to the credit of the Collateral Account shall be invested from time to time in such investments as the Debtor (or, after the occurrence and during the continuance of a Default, the Administrative Agent in its discretion) shall determine, which shall be held in the name and be under the control of the Administrative Agent (and credited to the Collateral Account), provided that at any time after the occurrence and during the continuance of an Event of Default, the Administrative Agent may in its discretion at any time and from time to time elect to liquidate any such investments and to apply or cause to be applied the proceeds thereof to the payment of the Secured Obligations in the manner specified in Section 5.09.

          Section 5. Further Assurances; Remedies. In furtherance of the grant of the pledge and security interest pursuant to Section 3, the Debtor hereby agrees with the Administrative Agent for the benefit of the Lenders as follows:

          5.01 Delivery and Other Perfection. The Debtor shall:

     (a) if so instructed by the Administrative Agent, promptly deliver to the Administrative Agent any and all Instruments, Documents and Tangible Chattel Paper constituting part of the Collateral in which the Debtor purports to grant a security interest hereunder, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Administrative Agent may request; provided, that so long as no Event of Default shall have occurred and be continuing, the Debtor may retain for collection in the ordinary course any Instruments received by the Debtor in the ordinary course of its business and the Administrative Agent shall, promptly upon request of the Debtor, make appropriate arrangements for making any of the foregoing pledged by the Debtor available to the Debtor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Administrative Agent, against trust receipt or like document);

     (b) promptly give, execute, deliver, file, record, authorize or obtain all such financing statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Administrative Agent to

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create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Administrative Agent to exercise and enforce its rights hereunder with respect to such pledge and security interest, provided that notices to account debtors in respect of any Accounts, Chattel Paper or General Intangibles and to obligors on Instruments shall be subject to the provisions of clause (c) below;

     (c) upon the occurrence and during the continuance of any Event of Default, upon request of the Administrative Agent, promptly notify (and the Debtor hereby authorizes the Administrative Agent so to notify) each account debtor in respect of any Accounts, Chattel Paper or General Intangibles and each obligor on Instruments of the Debtor that such Collateral has been assigned to the Administrative Agent hereunder, and that any payments due or to become due in respect thereof are to be made directly to the Administrative Agent or as the Administrative Agent may otherwise direct;

     (d) without limiting the obligations of the Debtor under Section 5.04(b), if so requested by the Administrative Agent, upon the acquisition after the date hereof by the Debtor of any Motor Vehicle or other Equipment covered by a certificate of title or ownership, cause the Administrative Agent to be listed as the lienholder on such certificate of title and take such other steps as may be required under the law applicable to perfection of a security interest in such property to perfect such security interest, and within 10 days of the acquisition thereof deliver evidence of the same to the Administrative Agent;

     (e) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark such books and records in such manner as the Administrative Agent may reasonably require in order to reflect the security interests granted by this Agreement; and

     (f) permit representatives of the Administrative Agent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Administrative Agent to be present at the Debtor’s place of business to receive copies of all communications and remittances relating to the Collateral, and forward copies of any notices or communications received by the Debtor with respect to the Collateral, all in such manner as the Administrative Agent may require.

          5.02 Other Financing Statements and Liens. Without the prior written consent of the Administrative Agent the Debtor shall not (a) file or authorize the filing of any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the sole secured party for the benefit of the Secured Creditors, or (b) cause

Security Agreement

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or permit any Person other than the Administrative Agent to have “control” (as defined in Section 9-104, 9-105, 9-106 or 9-107 of the UCC) of any Deposit Account, Electronic Chattel Paper, Investment Property, Letter-of-Credit Right or Commodity Account constituting part of the Collateral.

          5.03 Preservation of Rights. No Secured Creditor shall be required to take steps necessary to preserve any rights against prior parties to any of the Collateral.

          5.04 Special Provisions Relating to Certain Collateral.

          (a) Intellectual Property.

          (1) For the purpose of enabling the Administrative Agent to exercise rights and remedies under Section 5.05 at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, the Debtor hereby grants to the Administrative Agent, to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Debtor) to use, assign, license or sublicense any of the Intellectual Property now owned or hereafter acquired by the Debtor, wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.

          (2) Notwithstanding anything contained herein to the contrary, so long as no Event of Default shall have occurred and be continuing, the Debtor will be permitted to exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take other actions with respect to the Intellectual Property in the ordinary course of the business of the Debtor. In furtherance of the foregoing, unless an Event of Default shall have occurred and be continuing the Administrative Agent shall from time to time, upon the request of the Debtor, execute and deliver any instruments, certificates or other documents, in the form so requested, that the Debtor shall have certified are appropriate (in its judgment) to allow it to take any action permitted above (including relinquishment of the license provided pursuant to clause (1) immediately above as to any specific Intellectual Property). Further, upon the payment in full of all of the Secured Obligations and cancellation or termination of any commitment to extend credit under the Credit Documents or earlier expiration of this Agreement or release of the Collateral, the Administrative Agent shall grant back to the Debtor the license granted pursuant to clause (1) immediately above. The exercise of rights and remedies under Section 5.05 by the Administrative Agent shall not terminate the rights of the holders of any licenses or sublicenses theretofore granted by the Debtor in accordance with the first sentence of this clause (2).

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          (3) The Debtor will furnish to the Administrative Agent from time to time (but, unless a Default shall have occurred and be continuing, no more frequently than quarterly) statements and schedules further identifying and describing the Copyright Collateral, the Patent Collateral and the Trademark Collateral, respectively, and such other reports in connection with the Copyright Collateral, the Patent Collateral and the Trademark Collateral as the Administrative Agent may reasonably request, all in reasonable detail.

          (b) Motor Vehicles.

          (1) The Debtor shall, if so requested by the Administrative Agent, deliver to the Administrative Agent, or to any agent or custodian specified by the Administrative Agent in writing to the Debtor, originals of the certificates of title or ownership for the Motor Vehicles owned by it with the Administrative Agent listed as lienholder and take such other action as the Administrative Agent shall deem appropriate to perfect the security interest created hereunder in all such Motor Vehicles.

          (2) Without limiting the generality of the foregoing, if so requested by the Administrative Agent, upon the acquisition after the date hereof by the Debtor of any Motor Vehicle, the Debtor shall deliver to the Administrative Agent, or to any agent or custodian specified by the Administrative Agent in writing to the Debtor, originals of the certificates of title or ownership for such Motor Vehicles, together with the manufacturer’s statement of origin with the Administrative Agent listed as lienholder; provided, however, if the Motor Vehicle to be acquired is subject to a purchase money security interest, the Administrative Agent shall be listed as a junior lienholder to the Person holding such purchase money security interest.

          (3) Without limiting Section 5.10, the Debtor hereby appoints the Administrative Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (i) executing on behalf of the Debtor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or hereafter acquired by the Debtor to be retitled and the Administrative Agent listed as lienholder thereon, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, the Debtor as the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, the purpose of creating in favor of the Administrative Agent a perfected lien on the Motor Vehicles and exercising the rights and remedies of the Administrative Agent under Section 5.05). This appointment as attorney-in-fact is irrevocable and coupled with an interest.

          (4) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each Motor Vehicle covered thereby.

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          5.05 Events of Default, Etc. If an Event of Default shall have occurred and be continuing:

     (a) the Debtor shall, at the request of the Administrative Agent, assemble the Collateral owned by it at such place or places, reasonably convenient to both the Administrative Agent and the Debtor, designated in its request;

     (b) the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;

     (c) the Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the fullest extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and the Debtor agrees to take all such action as may be appropriate to give effect to such right);

     (d) the Administrative Agent in its discretion may, in its name or in the name of the Debtor or otherwise, demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; and

     (e) the Administrative Agent may, upon ten days’ prior written notice to the Debtor of the time and place, with respect to the Collateral or any part thereof that shall then be or shall thereafter come into the possession, custody or control of the Administrative Agent, the Lenders or any of their respective agents, sell, lease, assign or otherwise dispose of all or any part of such Collateral, at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and any Secured Creditor or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the

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extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Debtor, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included, and the Debtor shall supply to the Administrative Agent or its designee, for inclusion in such sale, assignment or other disposition, all Intellectual Property relating to such Trademark Collateral. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.

The Proceeds of each collection, sale or other disposition under this Section 5.05, including by virtue of the exercise of the license granted to the Administrative Agent in Section 5.04(a), shall be applied in the manner specified in Section 5.09.

          The Debtor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Debtor acknowledges that any such private sales may be at prices and on terms less favorable to the Administrative Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer thereof to register it for public sale.

          5.06 Deficiency. If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to Section 5.05 are insufficient to cover the costs and expenses of such realization and the payment in full of the Secured Obligations, the Debtor shall remain liable for any deficiency.

          5.07 Locations; Names. Without at least 30 days’ prior written notice to the Administrative Agent, the Debtor shall not change its location (as defined in Section 9-307 of the UCC) or change its name from the name shown as its current legal name on Annex 1.

          5.08 Private Sale. None of the Secured Creditors shall incur any liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to Section 5.05

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conducted in a commercially reasonable manner. The Debtor hereby waives any claims against any Secured Creditor arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer the Collateral to more than one offeree.

          5.09 Application of Proceeds. Except as otherwise expressly provided herein or in the other Credit Documents, the Proceeds of any collection, sale or other realization of all or any part of the Collateral pursuant hereto, and any other cash at the time held by the Administrative Agent under Section 4 or this Section 5, shall be applied by the Administrative Agent:

     First, to the payment of the costs and expenses of such collection, sale or other realization, including out-of-pocket costs and expenses of the Administrative Agent and the fees and expenses of its agents and counsel, and all expenses incurred and advances made by the Administrative Agent in connection therewith;

     Next, to the payment in full of the Secured Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing or as the Secured Creditors holding the same may otherwise agree; and

     Finally, to the payment to the Debtor, or its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining.

          5.10 Attorney-in-Fact. Without limiting any rights or powers granted by this Agreement to the Administrative Agent while no Event of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default the Administrative Agent is hereby appointed the attorney-in-fact of the Debtor for the purpose of carrying out the provisions of this Section 5 and taking any action and executing any instruments that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, so long as the Administrative Agent shall be entitled under this Section 5 to make collections in respect of the Collateral, the Administrative Agent shall have the right and power to receive, endorse and collect all checks made payable to the order of the Debtor representing any dividend, payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same.

          5.11 Perfection. Prior to or concurrently with the execution and delivery of this Agreement, the Debtor shall (i) file such financing statements and other documents in such offices as the Administrative Agent may request to perfect the security interests granted by

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Section 3 of this Agreement, (ii) cause the Administrative Agent to be listed as the lienholder on all certificates of title or ownership relating to Motor Vehicles owned by the Debtor to the extent so requested by the Administrative Agent and (iii) execute and deliver such short form assignments or security agreements relating to Collateral consisting of the Intellectual Property as the Administrative Agent may reasonably request. Without limiting the foregoing, the Debtor consents that UCC financing statements may be filed describing the Collateral as “all assets” or “all personal property” of the Debtor (provided that no such description shall be deemed to modify the description of Collateral set forth in Section 3).

          5.12 Termination. When all Secured Obligations shall have been paid in full and all commitments to extend credit under the Credit Documents shall have expired or been terminated, this Agreement shall terminate, and the Administrative Agent shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral and money received in respect thereof, to or on the order of the Debtor and to be released and canceled all licenses and rights referred to in Section 5.04(a). The Administrative Agent shall also execute and deliver to the Debtor upon such termination such Uniform Commercial Code termination statements, certificates for terminating the liens on the Motor Vehicles and such other documentation as shall be reasonably requested by the Debtor to effect the termination and release of the liens on the Collateral.

          Section 6. Miscellaneous.

          6.01 Notices. All notices, requests, consents and demands hereunder shall be in writing and telecopied or delivered to the intended recipient at its “Address for Notices” specified on the signature pages hereof and shall be deemed to have been given at the times specified in said Section.

          6.02 No Waiver. No failure on the part of any Secured Creditor to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by any Secured Creditor of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

          6.03 Amendments, Etc. The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed by the Debtor and the Administrative Agent. Any such amendment or waiver shall be binding upon the Secured Creditors and each holder of any of the Secured Obligations and the Debtor.

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          6.04 Expenses. The Debtor agrees to reimburse each of the Secured Creditors for all costs and expenses incurred by them (including, without limitation, the fees and expenses of legal counsel) in connection with (i) any Event of Default and any enforcement or collection proceeding resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) performance by the Administrative Agent of any obligations of the Debtor in respect of the Collateral that the Debtor has failed or refused to perform, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Administrative Agent in respect thereof, by litigation or otherwise, including expenses of insurance, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 6.04, and all such costs and expenses shall be Secured Obligations entitled to the benefits of the collateral security provided pursuant to Section 3.

          6.05 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Debtor and the Administrative Agent, (provided, however, that the Debtor shall not assign or transfer its rights or obligations hereunder without the prior written consent of the Administrative Agent).

          6.06 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.

          6.07 Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

          6.08 Submission to Jurisdiction. The Debtor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the

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Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Debtor or its properties in the courts of any jurisdiction.

          6.09 Waiver of Venue. The Debtor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in Section 6.08. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

          6.10 Service of Process. The Debtor hereby agrees that service of all writs, process and summonses in any such suit, action or proceeding brought in the State of New York may be made upon CT Corporation, presently located at 1633 Broadway, New York, New York 10019, U.S.A. (the “Process Agent”), and the Debtor hereby confirms and agrees that the Process Agent has been duly and irrevocably appointed as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice of any such service of process to the Debtor shall not impair or affect the validity of such service or of any judgment based thereon. The Debtor hereby further irrevocably consents to the service of process in any suit, action or proceeding in such courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

          6.11 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          6.12 Captions. The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

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          6.13 Agents and Attorneys-in-Fact. The Administrative Agent may employ agents and attorneys-in-fact in connection herewith and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith.

          6.14 Severability. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Secured Creditors in order to carry out the intentions of the parties hereto as nearly as may be possible and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

Security Agreement

          IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed and delivered as of the day and year first above written.

GREAT WALL ACQUISITION CORPORATION
By
	Name:
	Title:
By
	Name:
	Title:

Security Agreement

 

DBS BANK LTD,      as Administrative Agent
By
	Name:
	Title:

Security Agreement

ANNEX 1

FILING DETAILS

[See Section 2(b)]

	Type of				Place of
Current	Organization				Business or
Legal	(corporation,				Location of		Former
Name (no	limited	Jurisdiction	Organizational	Current	Chief	Location	Legal
trade	liability	of	ID Number	Mailing	Executive	of	Name(s)
names)	company, etc.)	Organization	(if applicable)	Address	Officer	Goods	(if any)
Great Wall Acquisition Corporation	Corporation	Delaware	IRS Employer ID# 20-0178991	600 Madison Avenue 15th Floor New York, New York 10021	600 Madison Avenue 15th Floor New York, New York 10021	New York, New York	None

Annex 7 to Security Agreement

EX-10.3

EXHIBIT 10.03

EXECUTION VERSION

DEED OF SHARE CHARGE

IN RELATION TO A FACILITIES AGREEMENT
FOR UP TO S$62,000,000

DATED 7 DECEMBER, 2006

BETWEEN

GREAT WALL ACQUISITION CORPORATION

as Chargor

AND

DBS BANK LTD.

as Security Agent

ALLEN & OVERY SHOOK LIN & BOK
JOINT LAW VENTURE

Singapore

CONTENTS

Clause		Page
1.	Interpretation		1
2.	Creation of Security		4
3.	Further Assurances		5
4.	Preservation of Security		5
5.	Representations		7
6.	Restrictions on dealings		9
7.	Target Shares and Contracts		9
8.	When Security becomes enforceable		12
9.	Enforcement of Security		12
10.	Receiver		14
11.	Powers of Receiver		14
12.	Application of proceeds		16
13.	Expenses and indemnity		16
14.	Delegation		17
15.	Power of attorney		17
16.	Miscellaneous		18
17.	Release		18
18.	Currency Indemnity		18
19.	Evidence and Calculations		19
20.	Waivers and Remedies Cumulative		19
21.	Changes to the Parties		19
22.	Disclosure of Information		19
23.	Set-off		20
24.	Severability		20
25.	Notices		21
26.	Jurisdiction		21
27.	Waiver of immunity		22
28.	Governing Law		22
Schedule
1.	Form of Notice of Charge and Acknowledgement		27
2.	Form of Notice of Charge and Acknowledgement		30
Execution			29

THIS DEED is dated 7 December, 2006

BETWEEN:

(1) GREAT WALL ACQUISITION CORPORATION, a corporation organised and existing under the laws of the State of Delaware, the United States of America (the Chargor); and

(2) DBS BANK LTD., (company registration number 196800306E) as administrative agent and security trustee for itself and the Lenders (as defined in the Facilities Agreement defined below) (the Security Agent).

BACKGROUND:

The Chargor enters into this Deed in connection with the Facilities Agreement (as defined below).

IT IS AGREED as follows:

1.	INTERPRETATION
1.1	Definitions
	In this Deed: Act means the Conveyancing and Law of Property Act (Chapter 61 of Singapore).
	Book-entry Securities means the book-entry securities as defined in Division 7A of the Singapore Companies Act.
	Charged Company means Chinacast Communication Holdings Limited, a company incorporated under the laws of Bermuda and listed on the Singapore Exchange Securities Trading Limited.
	Charged Investments means the Charged Target Shares and their Related Rights.
	Charged Target Shares means all of the Target Shares the subject of security created by this Deed.
	clearance system means a person whose business is or includes the provision of clearance services or security accounts or any nominee or depositary for that person (including, without limitation, the Depository and a Depository Agent).
	Depository means The Central Depository (Pte) Limited of Singapore and its successors and assigns.
	Depository Agent means a depository agent within the meaning of section 130A of the Singapore Companies Act.
	Facilities Agreement means the credit facility agreement for up to S$62,000,000 dated 7 December 2006 between, inter alia, the Chargor as borrower and the Security Agent as lender and administrative agent.
	Nominee means DBS NOMINEES (PRIVATE) LIMITED, the appointed Depository Agent of the Chargor.

1

Obligor means the Chargor or any person (other than the Chargor, the Security Agent and the Lenders) who is a party to any of the Loan Documents.

Party means a party to this Deed.

Receiver means a receiver and manager or (if the Security Agent so specifies in the relevant appointment) a receiver, in either case, appointed under this Deed.

Related Corporation means a related corporation within the meaning of Section 6 of the Singapore Companies Act.

Related Rights means:

(a)	any dividend or interest paid or payable;
(b)	any right, money or property accruing or offered at any time by way of redemption, substitution, exchange, bonus or preference, under warrants, option rights or otherwise;
(c)	any right against any clearance system; and
(d)	any right under any custodian or other agreement,

in relation to any of the Target Shares.

Secured Liabilities means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Borrower to the Security Agent, the Administrative Agent and any Lender under each Loan Document except for any obligation which, if it were so included, would result in this Deed contravening Section 76 of the Singapore Companies Act.

Security means any Security Interest created, evidenced or conferred by or under this Deed.

Security Assets means all assets of the Chargor the subject of any security created by this Deed.

Security Interest means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest, or any other agreement or arrangement having the effect of conferring security.

Security Period means the period beginning on the date of this Deed and ending on the date on which all the Secured Liabilities have been unconditionally and irrevocably paid and discharged in full.

Singapore Companies Act means the Companies Act, Chapter 50 of Singapore.

Sub-Account means the securities sub-account maintained by the Chargor with the Nominee for the crediting of Book-entry Securities.

Target Shares means all present and future shares in the paid-up share capital of the Charged Company owned by the Chargor or held by any nominee on its behalf (or to be owned by it or to be held by any nominee on its behalf).

2

1.2 Construction

(a)	Terms defined, or incorporated by reference, in the Facilities Agreement have the same meaning when used in this Deed unless otherwise defined in this Deed or the context otherwise requires.
(b)	In this Deed, unless the contrary intention appears, a reference to:

(i)	an amendment includes a supplement, novation, restatement or re-enactment and amended will be construed accordingly;
(ii)	assets includes present and future properties, revenues and rights of every description;
(iii)	an authorisation includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration or notarisation;
(iv)	disposal means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;
(v)	indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money;
(vi)	a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality;
(vii)	a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
(viii)	a currency is a reference to the lawful currency for the time being of the relevant country;
(ix)	a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;
(x)	a Clause, a Subclause or a Schedule is a reference to a clause or subclause of, or a schedule to, this Deed;
(xi)	a Party or any other person includes its successors in title, permitted assigns and permitted transferees;
(xii)	a Loan Document or other document includes (without prejudice to any prohibition on amendments) all amendments however fundamental to that Loan Document or other document, including any amendment providing for any increase in the amount of a facility or any additional facility; and
(xiii)	a time of day is a reference to Singapore time.

3

(c)

A person who is not a party to this Deed may not enforce any of its terms under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore and notwithstanding any term of this Deed, the consent of any third party is not required for any variation (including any release or compromise of any liability) or termination of this Deed provided that the Lenders shall have the benefit of all rights expressed to be in their favour under this Deed and/or under the Security Agreement.

(d)

Unless the contrary intention appears:

(i)	a reference to a Party will not include that Party if it has ceased to be a Party under this Deed;
(ii)	a word or expression used in any other Loan Document or in any notice given in connection with any Loan Document has the same meaning in that Loan Document or notice as in this Deed; and
(iii)	any obligation of the Company under the Loan Documents which is not a payment obligation remains in force for so long as any payment obligation of the Company is or may be outstanding under the Loan Documents.

(e)	The term this Security means any security created under this Deed.
(f)	If the Security Agent considers that an amount paid to a Lender under a Loan Document is capable of being avoided or otherwise set aside on the liquidation or judicial management of the payer or otherwise, then that amount will not be considered to have been irrevocably paid for the purposes of this Deed.
(g)	Unless the context otherwise requires, a reference to a Security Asset includes:

(i)	the proceeds of sale of that Security Asset; and
(ii)	any present and future asset of that type.

2.	CREATION OF SECURITY
2.1	General
(a)	All the security created under this Deed:

(i)	is created by the Chargor, as sole beneficial owner, in favour of the Security Agent;
(ii)	is created over the present and future assets of the Chargor of the type specified in Clauses 2.2 and 2.3; and
(iii)	is security for the payment, discharge and performance of all the Secured Liabilities.

(b)	The Security Agent holds the benefit of this Deed on trust for the Lenders.
2.2	Charged Investments
	The Chargor charges:

(a) by way of a first fixed charge, all the Target Shares; and

4

(b) by way of a first fixed charge, all the Related Rights in respect of such Target Shares.

2.3	Contracts
	The Chargor charges, by way of a first fixed charge, all of its rights and interests in respect of the Sub-Account agreement made or to be made with the Nominee or about the date of this Deed, to the extent that such rights and interests relate to the Charged Target Shares held in the Sub-Account.
3.	FURTHER ASSURANCES
	The Chargor must, at its own expense, take whatever action the Security Agent or a Receiver may:

(a)	reasonably require for creating, perfecting or protecting any security intended to be created by or pursuant to this Deed;
(b)	require for facilitating the realisation of any Security Asset; or
(c)	require for facilitating the exercise of any right, power or discretion exercisable, by the Security Agent or any Receiver or any of their delegates or sub-delegates in respect of any Security Asset.

This includes:

(i)	the re-execution of this Deed;
(ii)	the execution of any legal mortgage, charge, transfer, conveyance, assignment or assurance of any property, whether to the Security Agent or to its nominee; and
(iii)	the giving of any notice, order or direction and the making of any filing or registration,

	which, in any such case, the Security Agent or a Receiver may think expedient.
4.		PRESERVATION OF SECURITY
4.1		Continuing security
		This Security is a continuing security and will extend to the ultimate balance of the Secured Liabilities, regardless of any intermediate payment or discharge in whole or in part.
4.2		Reinstatement
(a)		If any discharge (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) or arrangement is made in whole or in part on the faith of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation, administration or otherwise without limitation, the liability of the Chargor under this Deed will continue or be reinstated as if the discharge or arrangement had not occurred.
(b)		The Security Agent may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.

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4.3	Waiver of defences
	The obligations of the Chargor under this Deed will not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Deed (whether or not known to it or the Security Agent). This includes:

(a)	any time or waiver granted to, or composition with, any person;
(b)	any release of any person under the terms of any composition or arrangement;
(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person;
(d)	any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(e)	any incapacity, lack of power, authority or legal personality of or dissolution or change in the members or status of any person;
(f)	any amendment (however fundamental) of a Loan Document or any other document or security; or
(g)	any unenforceability, illegality, invalidity or non-provability of any obligation of any person under any Loan Document or any other document or security or the failure by any Obligor to enter into or be bound by any Loan Document.

4.4	Immediate recourse
	The Chargor waives any right it may have of first requiring the Security Agent (or any trustee or agent on its behalf) to proceed against or enforce any other right or security or claim payment from any person or file any proof or claim in any insolvency, administration, winding-up or liquidation proceedings relative to any other Obligor or any other person before claiming from the Chargor under this Deed.
4.5	Appropriations
	At any time during the Security Period, the Security Agent (or any trustee or agent on its behalf) may without affecting the liability of the Chargor under this Deed:

(a) (i) refrain from applying or enforcing any other moneys, security or rights held or received by the Security Agent (or any trustee or agent on its behalf) against those amounts; or

(ii)  apply and enforce them in such manner and order as it sees fit (whether against those amounts or otherwise; and

(b) hold in a suspense account any moneys received from the Chargor or on account of the Chargor’s liability under this Deed.

4.6	Non-competition
	Unless:

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(a)	the Security Period has expired; or
(b)	the Security Agent otherwise directs,

the Chargor will not, after a claim has been made under this Deed or by virtue of any payment or performance by it under this Deed:

(i)	be subrogated to any rights, security or moneys held, received or receivable by the Security Agent (or any trustee or agent on its behalf);
(ii)	be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of the Chargor’s liability under this Clause;
(iii)	claim, rank, prove or vote as a creditor of any Obligor or its estate in competition with the Security Agent (or any trustee or agent on its behalf); or
(iv)	receive, claim or have the benefit of any payment, distribution or security from or on account of any Obligor, or exercise any right of set-off as against any Obligor.

	The Chargor must hold in trust for and immediately pay or transfer to the Security Agent any payment or distribution or benefit of security received by it contrary to this Clause or in accordance with any directions given by the Security Agent under this Clause.
4.7	Additional Security

(a)	This Deed is in addition to and is not in any way prejudiced by any other security now or subsequently held by the Security Agent.
(b)	No prior security held by the Security Agent over any Security Asset will merge into this Security.

4.8	Security held by the Chargor
	The Chargor may not, without the prior consent of the Security Agent, hold any security from any other Obligor in respect of the Chargor’s liability under this Deed. The Chargor will hold any security held by it in breach of this provision on trust for the Security Agent.
5.	REPRESENTATIONS
5.1	Times for making representations
(a)	The Chargor makes the representations set out in this Deed (including in this Clause) to the Security Agent and the Lenders on the date of this Deed.
(b)	Each representation under this Deed is deemed to be repeated by the Chargor on each date during the Security Period.
(c)	When a repetition is deemed to be repeated, it is applied to the circumstances existing at the time of repetition.
5.2	Nature of security
	This Deed creates those Security Interests it purports to create and is not liable to be avoided or otherwise set aside on the liquidation or judicial management of the Chargor or otherwise.

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5.3 Target Shares

(a)	The Target Shares and, to the extent applicable, the Related Rights, are duly authorised, validly issued and fully paid and are not subject to any option to purchase or similar right;
(b)	at the Completion Date, the Target Shares represent more than 50% of the whole of the paid-up issued share capital of the Charged Company;
(c)	the Chargor is the sole beneficial owner of the Target Shares and its Related Rights;
(d)	the Target Shares are freely transferable and are not subject to any pre-emption rights nor directors’ discretion to refuse to register and/or effect any transfer in respect of the Target Shares; and

(e)	all the Target Shares in Book-entry Securities form are held and maintained at the Sub-Account and nowhere else and/or at any other securities accounts.
5.4	Stamp duties
	[As at the date of this Deed, no stamp or registration duty or similar Tax or charge is payable in its jurisdiction of incorporation in respect of this Deed ] [A&OSLB: Borrower’s Delaware counsel to confirm] and save for S$500 payable as stamp duty on this Deed, there are no other stamp or registration duty or similar Tax or charge payable under Singapore law in respect of this Deed.
5.5	Filings
	Save for the filing at this Deed at the Register of Charges in Bermuda, it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Deed that it has to be filed, recorded, registered or enrolled with any governmental or other regulatory authorities in any relevant jurisdiction.
5.6	Immunity

(a)	The execution by it of this Deed constitutes, and the exercise by it of its rights and performance of its obligations under this Deed will constitute, private and commercial acts performed for private and commercial purposes; and
(b)	It will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of incorporation in relation to this Deed.

5.7	Security Assets
(a)	The Chargor is the sole legal and beneficial owner of the Security Assets.
(b)	The Security Assets are free from:

(i)	any Security Interest (other than any Security Interest created by this Deed); and
(ii)	any interests or claims of third parties.

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5.8 No adverse consequences

(a) It is not necessary under the laws of its jurisdiction of incorporation:

(i)	in order to enable the Security Agent or any Lender to enforce its rights under this Deed; or
(ii)	by reason of the execution of any Loan Document or the performance by it of its obligations under this Deed,

that any Lender should be licensed, qualified or otherwise entitled to carry on business in its jurisdiction of incorporation; and

(b) No Lender is or will be deemed to be resident, domiciled or carrying on business in its jurisdiction of incorporation by reason only of the execution, performance and/or enforcement of this Deed.

5.9	Jurisdiction/governing law
(a)	Its:

(i)	irrevocable submission under Clause 27 (Jurisdiction) to the non-exclusive jurisdiction of the courts of Singapore;
(ii)	agreement that this Deed is governed by the laws of Singapore; and
(iii)	agreement not to claim any immunity to which it or its assets may be entitled,

	are legal, valid and binding under the laws of its jurisdiction of incorporation.
(b)	Any judgment obtained in Singapore will be recognised and be enforceable by the courts of its jurisdiction of incorporation.
6.	RESTRICTIONS ON DEALINGS
	The Chargor must not:

(a)	create or allow to subsist any Security Interest (other than this Deed) on any Security Asset; or
(b)	sell, transfer, licence, lease or otherwise dispose of any Security Asset.

7.	TARGET SHARES AND CONTRACTS
7.1	Deposit of Target Shares
	In order to create in favour of the Security Agent or its nominees a first-priority security interest by way of common law charge over the Target Shares, the Chargor must:

(i) prior to or on or about the date of this Deed (and in any event, no later than the Effective Date), have opened the Sub-Account with the Nominee and shall and/or shall have procure(d) and ensure(d) that all such Target Shares purchased pursuant to the Acquisition shall be credited to the Sub-Account;

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(ii)	on the date hereof (and as the Security Agent may subsequently instruct or require), deliver to the Nominee a duly signed Notice of Charge (in the form set out in Schedule 1 Part 1), giving written notice to the Nominee of the security interest created by way of charge in favour of the Security Agent or its nominees over all such Target Shares held in the Sub-Account; and
(iii)	use its best endeavours to procure that the Nominee acknowledges receipt of the notice of charge by sending acknowledgement of the notice of charge (in the form of Schedule 1 Part 2) to the Security Agent.

7.2	Deposit Obligation Generally
	Without prejudice to Clauses 7.1 and 7.2 above, the Chargor must in any case:

(a)	immediately deposit with the Security Agent, or as the Security Agent may direct, all certificates and other documents of title or evidence of ownership in relation to any Charged Investments; and
(b)	promptly execute and deliver to the Security Agent all share transfers and other documents which may be requested by the Security Agent in order to enable the Security Agent or its nominees to be registered as the owner or otherwise obtain a legal title to any Charged Investments.

7.3	Changes to rights
	The Chargor must not, without the consent of the Security Agent, take or allow the taking of any action on its behalf which may result in the rights attaching to any of the Target Shares and/or the Related Rights being altered to the detriment of the Lenders or further shares in the Charged Company being issued.
7.4	Calls
(a)	The Chargor must pay all calls or other payments due and payable in respect of any of the Target Shares and the Related Rights.
(b)	If the Chargor fails to do so in relation to any Charged Target Shares and the Related Rights, the Security Agent may pay such calls or such other payments in relation to any Charged Target Shares and the Related Rights on behalf of the Chargor. The Chargor must immediately on request reimburse the Security Agent for any payment made by the Security Agent under this subclause.
7.5	Other obligations in respect of Security Assets
(a)	The Chargor must promptly:

(i) copy to the Security Agent and comply with all requests for information which is within its knowledge and which are made under any statutory or regulatory provisions relevant or binding on the Chargor and/or the Security Assets or any similar provision contained in any articles of association or other constitutional document relating to any of the Security Assets. If it fails to do so, the Security Agent may elect to provide such information as it may have on behalf of the Chargor; and

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(ii) supply to the Security Agent a copy of any information referred to in subclause (i) above.

(b)	The Chargor must comply with all other conditions and obligations assumed by it in respect of any of the Security Assets.
(c)	The Security Agent is not obliged to:

(i)	perform any obligation of the Chargor;
(ii)	make any payment;
(iii)	make any enquiry as to the nature or sufficiency of any payment received by it or the Chargor; or
(iv)	present or file any claim or take any other action to collect or enforce the payment of any amount to which it may be entitled under this Deed,

	in respect of any Security Asset.
7.6	Voting rights
(a)	Before this Security becomes enforceable, the Chargor may continue to exercise the voting rights, powers and other rights in respect of the Charged Investments.
(b)	Before this Security becomes enforceable, all dividends or other income or distributions paid or payable in relation to any Charged Investments shall be paid directly into the Singapore Dollar Debt Service Account in accordance with each ChinaCast Payment Instruction. If any such payment is made directly to the Security Agent (or its nominee) before this Security becomes enforceable, the Security Agent (or that nominee) shall, to the extent possible, pay that amount into the Singapore Dollar Debt Service Account.
(c)	After this Security has become enforceable, the Security Agent or its nominee may exercise or refrain from exercising:

(i)	any voting rights; and
(ii)	any other powers or rights which may be exercised by the legal or beneficial owner of any Charged Investment, any person who is the holder of any Charged Investment or otherwise,

	in each case, in the name of the Chargor, the registered holder or otherwise and without any further consent or authority on the part of the Chargor and irrespective of any direction given by the Chargor.
(d)	If a Charged Investment remains registered in the name of the Chargor, the Chargor irrevocably appoints the Security Agent or its nominee as its proxy to exercise all voting rights in respect of that Charged Investment at any time after this Security has become enforceable, and the Chargor shall do whatever actions are required to ensure that the Security Agent or its nominee is so appointed.
(e)	The Chargor must indemnify the Security Agent against any loss or liability incurred by the Security Agent as a consequence of the Security Agent acting in respect of the Charged Investments at the direction of the Chargor.

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7.7	Clearance systems
	The Chargor must, if so requested by the Security Agent:

(a)	instruct any clearance system to transfer any Charged Investment held by it for the Chargor or its nominee to an account of the Security Agent or its nominee with that clearance system; and
(b)	take whatever action the Security Agent may request for the dematerialisation or rematerialisation of any Charged Investments held in a clearance system.

	Without prejudice to the rest of this subclause, the Security Agent may, at the expense of the Chargor, take whatever action is required for the dematerialisation or rematerialisation of the Charged Investments as necessary.
7.8	Contracts – Notices of Charge
	The Chargor must:

(a)	on the date hereof, serve a notice of charge (in the form set out at Schedule 2), on the counterparty to the contract set out in Clause 2.3 (and any other related contracts as may be determined by the Security Agent); and
(b)	use its reasonable endeavours to procure that such counterparty acknowledges (in the form set out in Part II of Schedule 2) that notice of charge.

8.	WHEN SECURITY BECOMES ENFORCEABLE
8.1	Event of Default
	This Security shall become immediately enforceable after an Event of Default has occurred and is continuing and the Administrative Agent has given notice pursuant to Article VII of the Facilities Agreement.
8.2	Enforcement
	After this Security has become enforceable, the Security Agent may in its absolute discretion enforce all or any part of this Security in any manner it sees fit.
8.3	Power of sale
	The power of sale and other powers conferred on a mortgagee by law (including under section 24 of the Act), as amended by this Deed, will be immediately exercisable at any time after this Security has become enforceable.
9.	ENFORCEMENT OF SECURITY
9.1	General
(a)	Any restriction imposed by law on the power of sale (including under section 25 of the Act) or the right of a mortgagee to consolidate mortgages (including under section 21 of the Act) does not apply to this Security.

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(b)	All or any of the powers, authorities and discretions which are conferred by the Act and/or this Deed either expressly or impliedly upon a Receiver may be exercised by the Security Agent without first appointing a Receiver or notwithstanding the appointment of a Receiver.
9.2	No liability as mortgagee in possession
	Neither the Security Agent nor any Receiver will be liable, by reason of entering into possession of a Security Asset:

(a)	to account as mortgagee in possession or for any loss on realisation; or
(b)	for any default or omission for which a mortgagee in possession might be liable.

9.3	Privileges
	Each Receiver and the Security Agent is entitled to all the rights, powers, privileges and immunities conferred by law (including the Act) on mortgagees and receivers duly appointed under any law (including the Act), except that Section 25 of the Act does not apply.
9.4	Protection of third parties
	No person (including a purchaser) dealing with the Security Agent or a Receiver or its or his agents will be concerned to enquire:

(a)	whether the Secured Liabilities have become payable;
(b)	whether any power which the Security Agent or a Receiver is purporting to exercise has become exercisable or is being properly exercised;
(c)	whether any money remains due under the Loan Documents; or
(d)	how any money paid to the Security Agent or to that Receiver is to be applied.

9.5	Redemption of prior mortgages
	At any time after this Security has become enforceable, the Security Agent may do any or all of the following:

(a)	redeem any prior Security Interest against the Security Assets;
(b)	procure the transfer of that Security Interest to itself; and
(c)	settle and pass the accounts of the prior mortgagee, chargee or encumbrancer; any accounts so settled and passed shall be conclusive and binding on the Security Agent.

	The Chargor shall pay on demand all principal moneys, interest, costs charges and expenses in connection with any redemption and/or transfer.
9.6	Contingencies
	If this Security is enforced at a time when no amount is due under the Loan Documents but at a time when amounts may or will become due, the Security Agent (or the Receiver) may pay the proceeds of any recoveries effected by it into a suspense account.

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10.	RECEIVER
10.1	Appointment of Receiver
(a)	Except as provided below, the Security Agent may appoint any one or more persons to be a Receiver of all or any part of the Security Assets if:

(i)	this Security has become enforceable; or
(ii)	the Chargor so requests the Security Agent in writing at any time.

(b)	Any appointment under subclause (a) above may be by deed, under seal or in writing under its hand.
(c)	Except as provided below, any restriction imposed by law on the right of a mortgagee to appoint a Receiver (including under Section 29(1) of the Act) shall not apply to this Deed.
10.2	Removal
	The Security Agent may by writing under its hand remove any Receiver appointed by it and may, whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated.
10.3	Remuneration
	The Security Agent may fix the remuneration of any Receiver appointed by it and the maximum rate imposed by law (including under Section 29(6) of the Act) will not apply.
10.4	Agent of the Chargor
(a)	A Receiver will be deemed to be the agent of the Chargor for all purposes and accordingly will be deemed to be in the same position as a Receiver duly appointed by a mortgagee under the Act. The Chargor alone is responsible for the contracts, engagements, acts, omissions, defaults and losses of a Receiver and for liabilities incurred by a Receiver.
(b)	The Security Agent will not incur any liability (either to the Chargor or to any other person) by reason of the appointment of a Receiver or for any other reason.
10.5	Relationship with the Security Agent
	To the fullest extent permitted by law, any right, power or discretion conferred by this Deed (either expressly or impliedly) upon a Receiver of the Security Assets may after this Security becomes enforceable be exercised by the Security Agent in relation to any Security Asset without first appointing a Receiver or notwithstanding the appointment of a Receiver.
11.	POWERS OF RECEIVER
11.1	General
(a)	Each Receiver has, and is entitled to exercise, all of the rights, powers and discretions conferred on the Security Agent under this Deed, the Loan Documents and the Act, and also those set out below in this Clause in addition to those conferred on it by any law.

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(b)	If there is more than one Receiver holding office at the same time, each Receiver may (unless the document appointing him states otherwise) exercise all of the powers conferred on a Receiver under this Deed and the Loan Documents individually and to the exclusion of any other Receivers.
11.2	Possession
	A Receiver may take immediate possession of, get in and collect any Security Asset.
11.3	Protection of assets
	A Receiver may do any act which the Chargor might do in the ordinary conduct of its business to protect or improve any Security Asset as he may think fit.
11.4	Employees
	A Receiver may appoint and discharge managers, officers, agents, accountants, servants, workmen and others for the purposes of this Deed upon such terms as to remuneration or otherwise as he may think proper and discharge any such persons appointed by the Chargor.
11.5	Borrow money
	A Receiver may raise and borrow money either unsecured or on the security of any Security Asset either in priority to the security constituted by this Deed or otherwise and generally on any terms and for whatever purpose which he thinks fit. No person lending that money is concerned to enquire as to the propriety or purpose of the exercise of that power or to check the application of any money so raised or borrowed.
11.6	Sale of assets
(a)	A Receiver may sell, exchange, convert into money and realise any Security Asset by public auction or private contract and generally in any manner and on any terms which he thinks fit.
(b)	The consideration for any such transaction may consist of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over such period as he thinks fit.
11.7	Compromise
	A Receiver may settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of the Chargor or relating in any way to any Security Asset.
11.8	Legal Actions
	A Receiver may bring, prosecute, enforce, defend and abandon all actions, suits and proceedings in relation to any Security Asset which he thinks fit.
11.9	Receipts
	A Receiver may give a valid receipt for any moneys and execute any assurance or things which may be proper or desirable for realising any Security Asset.
11.10	Subsidiaries

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	A Receiver may form a Subsidiary of the Chargor and transfer to that Subsidiary any Security Asset.
11.11	Delegation
	A Receiver may delegate his powers in accordance with Clause 14 (Delegation).
11.12	Other powers
	A Receiver may:-

(a)	do all other acts and things which he may consider desirable or necessary for realising any Security Asset or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Deed or law;
(b)	exercise in relation to any Security Asset all the powers, authorities and things which he would be capable of exercising if he were the absolute beneficial owner of the same; and
(c)	use the name of the Chargor for any of the above purposes.

12.	APPLICATION OF PROCEEDS
	Any moneys received by the Security Agent or any Receiver after this Security has become enforceable shall be applied in the following order of priority (but without prejudice to the right of the Security Agent to recover any shortfall from the Chargor):

(a)	first, in satisfaction of, or provision for, all costs and expenses incurred by the Security Agent or any Receiver under this Deed and of all remuneration due to any Receiver under or in connection with this Deed;
(b)	second, in or towards payment of the Secured Liabilities or such part of them as is then due and payable; and
(c)	third, in payment of the surplus (if any) to the Chargor or to such other person as the Chargor may in writing direct.

13.	EXPENSES AND INDEMNITY
	The Chargor must:

(a)	immediately on demand pay all costs and expenses (including legal fees on a full indemnity basis) incurred in connection with this Deed by the Security Agent, Receiver, attorney, manager, agent or other person appointed by the Security Agent under this Deed including any arising from any actual or alleged breach by any person of any law or regulation; and
(b)	keep each of them indemnified against any failure or delay in paying those costs or expenses under subclause (a) above, and any loss or liability incurred by it in connection with any litigation, arbitration or administrative proceedings concerning this Security.

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14.	DELEGATION
14.1	Power of Attorney
	The Security Agent or any Receiver may delegate by power of attorney or in any other manner to any person any right, power or discretion exercisable by it under this Deed.
14.2	Terms
	Any such delegation may be made upon any terms (including power to sub-delegate) which the Security Agent or any Receiver may think fit.
14.3	Liability
	Neither the Security Agent nor any Receiver will be in any way liable or responsible to the Chargor for any loss or liability arising from any act, default, omission or misconduct on the part of any delegate or sub-delegate.
15.	POWER OF ATTORNEY
15.1	Appointment of Attorney
	The Chargor, by way of security, irrevocably and severally appoints the Security Agent, each Receiver and any of their delegates or sub-delegates to be its attorney or attorneys (with full power of substitution) and in its name and otherwise on its behalf (and as its act and deed) to, at any time after an Event of Default has occurred and is continuing, sign, seal, execute, deliver, perfect and do all deeds, agreements, instruments, acts and things which may be required (or which the Security Agent, the Receiver or any of their delegates or sub-delegates shall consider requisite) for carrying out any obligation imposed on the Chargor by or pursuant to this Deed, for carrying out any sale, transfer, assignment, lease or other dealings by the Security Agent, the Receiver or any of their delegates or sub-delegates, for conveying or transferring any legal estate or other interest in land or other property or otherwise, for getting in the Security Assets, and generally for enabling the Security Agent, the Receiver or any of their respective delegates or sub-delegates to exercise the respective powers, rights, authorities and discretions conferred on them or any of them by or pursuant to this Deed or by law and (without prejudice to the generality of the foregoing) to sign, seal and deliver and otherwise perfect any deed, assurance, agreement, assignment, charge, conveyance, mortgage, transfer, instrument or act which it or he may deem proper in or for the purpose of exercising any of such powers, rights, authorities and discretions.
15.2	Ratification
	The Chargor ratifies and confirms whatever any attorney does or purports to do pursuant to its appointment under this Clause.
15.3	Grant for Security
	The power of attorney hereby granted is as regards the Security Agent, each Receiver and each of their delegates or sub-delegates (and as the Chargor hereby acknowledges) granted irrevocably and for value as part of the security constituted by this Deed to secure the propriety interests of and the performance of the obligations owed to the respective donees.

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16.	MISCELLANEOUS
16.1	Covenant to pay
	The Chargor must pay or discharge the Secured Liabilities in the manner provided for in the Loan Documents.
16.2	Continuing security
	The security constituted by this Deed is continuing and will extend to the ultimate balance of all the Secured Liabilities, regardless of any intermediate payment or discharge in whole or in part.
16.3	Additional security
	The security constituted by this Deed is in addition to and is not in any way prejudiced by any other security now or subsequently held by the Security Agent for any Secured Liability.
16.4	New Accounts

(a)	If any subsequent charge or other interest affects any Security Asset, the Security Agent may open a new account with the Chargor in its books.
(b)	If the Security Agent does not open a new account, it will nevertheless be treated as if it had done so at the time when it received or was deemed to have received notice of that charge or other interest.
(c)	As from that time all payments made to the Security Agent will be credited or be treated as having been credited to the new account and will not operate to reduce any Secured Liability.

17.	RELEASE
	At the end of the Security Period, the Security Agent must, at the request and cost of the Chargor, take whatever action is necessary to release the Security Assets from this Security.
18.	CURRENCY INDEMNITY
18.1	If the Security Agent receives an amount in respect of the Chargor’s liability under this Deed or if that liability is converted into a claim, proof, judgment or order in a currency other than the currency (the “contractual currency”) in which the amount is expressed to be payable under this Deed:-

(a)	the Chargor shall indemnify the Security Agent as an independent obligation against any loss or liability arising out of or as a result of the conversion;
(b)	if the amount received by the Security Agent, when converted into the contractual currency at a market rate in the usual course of its business, is less than the amount owed in the contractual currency, the Chargor shall forthwith on demand pay the Security Agent an amount in the contractual currency equal to the deficit; and
(c)	the Chargor shall forthwith on demand pay to the Security Agent any exchange costs and taxes payable in connection with any such conversion.

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18.2	The Chargor waives any right it may have in any jurisdiction to pay any amount under this Deed in a currency other than that in which it is expressed to be payable.
19.	EVIDENCE AND CALCULATIONS
19.1	Accounts
	Accounts maintained by the Security Agent in connection with this Deed are conclusive evidence of the matters to which they relate.
19.2	Certificates and determinations
	Any certification or determination by the Security Agent of a rate or amount under this Deed is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
20.	WAIVERS AND REMEDIES CUMULATIVE
	The rights of the Security Agent under this Deed:-

(a)	may be exercised as often as necessary;
(b)	are cumulative and not exclusive of its rights under the general law; and
(c)	may be waived only in writing and specifically.

	Delay in exercising or non-exercise of any such right is not a waiver of that right.
21.	CHANGES TO THE PARTIES
21.1	Successors and Assigns
	This Deed is binding on the successors and assigns of the Chargor, the Security Agent and the Lenders.
21.2	The Chargor
	The Chargor may not assign, transfer, novate or dispose of any of, or any interest in, its rights and or obligations under this Deed.
21.3	The Security Agent
	The Security Agent may at any time assign, transfer, novate or dispose of any of all or any part, or any interest in, its rights and/or obligations under this Deed.
22.	DISCLOSURE OF INFORMATION
(a)	Without detracting from the Security Agent’s rights of disclosure under any law (including, under the Banking Act, Chapter 19 of Singapore), the Security Agent must keep confidential any information supplied to it by or on behalf of the Chargor in connection with the Loan Documents. However, the Security Agent is entitled to disclose information:

(i) which is publicly available, other than as a result of a breach by the Security Agent of this Clause;

19

(ii)	in connection with any legal or arbitration proceedings against any Obligor;
(iii)	if required to do so under any law or regulation;
(iv)	to a governmental, banking, taxation or other regulatory authority;
(v)	to its professional advisers on a confidential basis;
(vi)	to the extent allowed under paragraph (b) below;
(vii)	to another Obligor; or
(viii)	with the agreement of the Chargor.

(b) The Security Agent may disclose to a Related Corporation or any person with whom it may enter, or has entered into, any kind of transfer, participation or other agreement in relation to this Deed (a participant) for the purpose of that transfer, participation or agreement:

(i)	a copy of any Loan Document; and
(ii)	any information which the Security Agent has acquired under or in connection with any Loan Document.

However, before a participant may receive any confidential information, it must agree with the Security Agent to keep that information confidential on the terms of paragraph (a) above.

(c) This Clause supersedes any previous confidentiality undertaking given by the Security Agent in connection with this Deed prior to it becoming a Party..

23.	SET-OFF
	The Security Agent may set off any obligations (whether or not matured) owed by the Chargor under this Deed (to the extent beneficially owned by the Security Agent) against any obligation (whether or not matured) owed by the Security Agent to the Chargor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Security Agent may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. If either obligation is unliquidated or unascertained, the Security Agent may set off in an amount estimated by it in good faith to be the amount of that obligation.
24.	SEVERABILITY
	If a provision of this Deed is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:-

(a)	the legality, validity or enforceability in that jurisdiction of any other provision of this Deed; or
(b)	the legality, validity or enforceability in other jurisdictions of that or any other provision of this Deed.

20

25.	NOTICES
	The provisions of Section 9.01 (Notices) of the Facilities Agreement apply to this Deed as if they were set out in full in this Deed, except that references to the Loan Documents shall be construed as if they were references to this Deed.
26.	COUNTERPARTS
	This Deed may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Deed.
27.	JURISDICTION
27.1	Submission
	For the benefit of the Security Agent, the Chargor agrees that the courts of Singapore have jurisdiction to settle any disputes in connection with this Deed and accordingly submits to the jurisdiction of the Singapore courts.
27.2	Forum convenience and enforcement abroad
	The Chargor:-

(a)	waives objection to the Singapore courts on grounds of inconvenient forum or otherwise as regards proceedings in connection with this Deed; and
(b)	agrees that a judgment or order of a Singapore court in connection with this Deed is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

27.3	Non-exclusivity
	Nothing in this Clause 27 limits the right of the Security Agent to bring proceedings against the Chargor in connection with this Deed:-

(a)	in any other court of competent jurisdiction; or
(b)	concurrently in more than one jurisdiction.

27.4	Service of process
(a)	The Chargor irrevocably appoints BSL Corporate Services Pte Ltd of 220 Orchard Road, #05-01 Midpoint Orchard, Singapore 238852 as its agent under this Deed for service of process in any proceedings before the Singapore courts.
(b)	If BSL Corporate Services Pte Ltd is unable for any reason to act as agent for service of process, the Chargor must immediately appoint another agent on terms acceptable to the Security Agent. Failing this, the Security Agent may appoint another agent for this purpose.
(c)	The Chargor agrees that failure by a process agent to notify it of any process will not invalidate the relevant proceedings.
(d)	This Clause does not affect any other method of service allowed by law.

21

28.	WAIVER OF IMMUNITY
	The Chargor irrevocably and unconditionally:-

(a)	agrees that if the Security Agent brings proceedings against it or its assets in relation to this Deed, no immunity from those proceedings (including, without limitation, suit, attachment prior to judgment, other attachment, the obtaining of judgment, execution or other enforcement) will be claimed by or on behalf of itself or with respect to its assets;
(b)	waives any such right of immunity which it or its assets now has or may subsequently acquire; and
(c)	consents generally in respect of any such proceedings to the giving of any relief or the issue of any process in connection with those proceedings, including, without limitation, the making, enforcement or execution against any assets whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in those proceedings.

29.	GOVERNING LAW
	This Deed is governed by Singapore law.

This Deed has been entered into as a deed on the date stated at the beginning of this Deed.

22

SCHEDULE 1

FORM OF NOTICE OF CHARGE AND ACKNOWLEDGEMENT

PART I

NOTICE OF CHARGE OF SHARES IN SUB-ACCOUNT

Date	:	[          ]
To	:	[DBS NOMINEES (PRIVATE) LIMITED]
		[Address]
		[Fax Number:]

Dear Sirs,

NOTICE OF CHARGE OF SHARES IN SUB-ACCOUNT-
Deed of Share Charge dated [     ] between
Great Wall Acquisition Corporation and
DBS Bank Ltd. (the Deed)

We refer to the Deed and the sub-account for book-entry securities established by us with you (the Sub-Account) with the following details:

Account number	:	[**]
Account name/Reference	:	[**]

We hereby give you notice that we have charged in favour of DBS Bank Ltd. (the Security Agent) or its nominees by way of a fixed charge all our rights, title and interest in and to the following shares in the Sub-Account:

All of the shares of CHINACAST COMMUNICATION HOLDINGS LIMITED from time to time deposited or to be deposited in the Sub-Account, including all other related rights (the Charged Investments as defined in the Deed).

We hereby irrevocably authorise and instruct you to act only in accordance with the directions of the Security Agent with regard to the Charged Investments held in the Sub-Account (including the Security Agent’s instructions for the transfer of the Charged Investments to any person upon the security constituted by the Deed becoming enforceable and the Security Agent’s instructions for the execution of any forms required by the Depository in this respect) until such time as the Security Agent may otherwise notify you in writing.

23

Notwithstanding any instructions or directions given to you by or on behalf of the Security Agent in respect of the Sub-Account pursuant to the authorisation conferred by this notice, the Security Agent shall not be liable to you whatsoever, directly or indirectly, by reason or such instructions or directions. We agree to bear and be solely responsible for your fees, charges, costs and expenses in respect of the Sub-Account and in relation to the matters requested and authorised in this notice.

Please acknowledge receipt of this notice and confirm your understanding of the contents thereof by signing and returning the same by post and facsimile to the Security Agent at the following address and number:

DBS Bank Ltd.
[address]
[Fax No. : +65 [l]
Attn : [**]

This letter is governed by Singapore law.

Yours faithfully,

                                                            

GREAT WALL ACQUISITION CORPORATION

(Authorised signatory)

cc:	DBS Bank Ltd.
	Fax No: [**]
	Attention: [**]

24

PART II

ACKNOWLEDGEMENTOF NOMINEE

Date	:	[     ]
To	:	DBS Bank Ltd.
		[address]
		Fax No: [**]
		Attention: [**]
Copy	:	Great Wall Acquisition Corporation
		Fax No: [**]

Dear Sirs,

We confirm receipt from Great Wall Acquisition Corporation (GWAC) of a notice dated [     ] of charge of shares in sub-account (the Notice of Charge of Shares in Sub-Account) notifying that GWAC has charged in favour of DBS Bank Ltd. (the Security Agent) or its nominees by way of a fixed charge all of GWAC’s rights, title and interest in and to such specified number of shares of Chinacast Communications Holdings Limited held in the Sub-Account, including all other related rights (the Charged Investments as defined in the Deed).

We confirm that:

(a) we have not received any prior notice of assignment or charge in relation to the Charged Investments stated in the Notice of Charge of Shares in Sub-Account to have been charged to you;

(b) we consent to the charge in the Notice of Charge of Shares in Sub-Account and accept the instructions and authorisations contained therein, and we further undertake to act in accordance with and comply with the terms of the Notice of Charge of Shares in Sub-Account; and

(c) we undertake not to make any deductions, exercise any rights of set-off or make any counterclaims in respect of the Charged Investments in the Sub-Account.

This letter is governed by Singapore law.

Yours faithfully,

[DBS NOMINEES (PRIVATE) LIMITED]

(Authorised signatory)

25

SCHEDULE 2

FORM OF NOTICE OF CHARGE AND ACKNOWLEDGEMENT

PART I

NOTICE OF CHARGE

To	:	[Counterparty ]
		[Address]
		[Fax No:]
Date	:	[          ]

Dear Sirs,

NOTICE OF CHARGE

We refer to the [insert details of contract, agreement or invoice] between you and us dated [     ] (the Contract) with respect to a securities account with you bearing account number                      (the Sub-Account) and to the Deed of Share Charge dated [**] 2006 between us and DBS Bank Ltd. (the Deed).

This letter constitutes notice to you that we have charged in favour of DBS Bank Ltd. (the Security Agent) or its nominees by way of a fixed charge, all our rights, benefits, interests and titles under, in and to the Contract, the receivables arising thereto and the benefit of all rights, securities and guarantees of any nature enjoyed or held by us in relation to any of the foregoing, to the extent that each of the same relate to the Charged Target Shares (as defined in the Deed) held in the Sub-Account.

Notwithstanding the charge, we remain liable to perform all our obligations under the Contract to you, if any, and the Security Agent, its agents or any receiver shall have no liability in respect of those obligations.

To the extent not inconsistent with the Security Interests (as defined in the Deed) created in favour of the Security Agent over the Charged Target Shares held in the Sub-Account, (ie without derogating from any of the Security Agent’s rights over the Charged Target Shares held in the Sub-Account), we will remain entitled to exercise all our rights, powers and discretions under the Contract, and you should continue to give notices under the Contract to us and pay all moneys payable by you to us under the Contract to us, unless and until you receive notice from the Security Agent to the contrary stating that the security has become enforceable.

In this event, all the rights, powers and discretions (to the extent that the same relate to the Charged Target Shares held in the Sub-Account) will be exercisable by, and notices must be given to, the Security Agent or as it directs and all moneys payable by you to us under the Contract (to the extent that the same relate to the Charged Target Shares held in the Sub-Account) shall be paid to the following account:

Account number: [l] (Singapore Dollar) or [l] (United States Dollar)

26

Bank and Branch: [l]

or in such other manner as the Security Agent may otherwise instruct you in writing.

This notice and the instructions herein contained are irrevocable and may not be cancelled, modified or varied without the consent in writing of the Security Agent.

Please acknowledge receipt of this Notice of Charge by signing the duplicate of this Notice of Charge and returning the same by post and facsimile to the Security Agent at the following address and number:

DBS Bank Ltd.
[address]
[Fax No. : +65 [l]
Attn : [**]

This letter is governed by Singapore law.

Yours faithfully

                                                            
GREAT WALL ACQUISITION CORPORATION

27

PART II

ACKNOWLEDGEMENT

Date	:	[     ]
To	:	DBS Bank Ltd.
		[address]
		Fax No: [**]
		Attention: [**]
Copy	:	Great Wall Acquisition Corporation
		Fax No: [**]

We acknowledge receipt of a notice of charge (a copy of which is attached hereto) and accept the instructions therein and further confirm that we have not received any other notice of assignment or charge of the property herein stated to have been charged to you.

for and on behalf of

[Counterparty]

28

EXECUTION

Chargor

Executed as a Deed by	)
	)
the duly authorised signatory of	)
GREAT WALL ACQUISITION CORPORATION	)
in the presence of :-	)

Witness’s Signature:

Name:

Address:

29

Security Agent
Signed, sealed and delivered by	)
	)
for and on behalf of	)
DBS BANK LTD.	)
In the presence of :-	)

Name of Witness:

30

EX-10.4

EXHIBIT 10.4

EXECUTION VERSION

DEED OF CHARGE OVER ACCOUNTS

IN RELATION TO A FACILITIES AGREEMENT
FOR UP TO S$62,000,000

DATED 7 DECEMBER, 2006

BETWEEN

GREAT WALL ACQUISITION CORPORATION

as Chargor

AND

DBS BANK LTD.

as Security Agent

ALLEN & OVERY SHOOK LIN & BOK
JOINT LAW VENTURE

Singapore

CONTENTS

Clause		Page
1.	Interpretation		3
2.	Creation of security		6
3.	Further Assurances		6
4.	Preservation of Security		7
5.	Representations		9
6.	Undertakings		10
7.	Restricted Accounts		11
8.	When Security Becomes Enforceable		12
9.	Enforcement of Security		12
10.	Set-off		14
11.	Receiver		14
12.	Powers of Receiver		15
13.	Application of Proceeds		16
14.	Expenses and Indemnity		16
15.	Delegation		17
16.	Power of Attorney		17
17.	Changes to the Parties		18
18.	Disclosure of information		18
19.	Miscellaneous		19
20.	Release		19
21.	Notices		19
22.	Severability		19
23.	Amendments and Waiver		19
24.	Counterparts		20
25.	Jurisdiction		20
26.	Waiver of immunity		21
27.	Governing Law		21
Schedule
1.	Notice to and acknowledgment from the Account Bank		22
	Part 1     Form of notice to the Account Bank		22
	Part 2     Acknowledgment of Account Bank		24
Signatories			25

THIS DEED is dated 7 December, 2006

BETWEEN:

(1) GREAT WALL ACQUISITION CORPORATION, a corporation organised and existing under the laws of the State of Delaware, the United States of America (the Chargor); and

(2) DBS BANK LTD. (company registration number 196800306E) as administrative agent and security trustee for itself and the Lenders (as defined in the Facilities Agreement defined below) (the Security Agent).

WHEREAS

The Chargor enters into this Deed in connection with the Facilities Agreement (as defined below).

IT IS AGREED as follows:

1.	INTERPRETATION
1.1	Definitions
	In this Deed: Act means the Conveyancing and Law of Property Act, Chapter 61 of Singapore.
	Account Bank means (in respect of each Restricted Account) DBS Bank Ltd. and/or (in respect of any other account charged pursuant to Clause 2.2 of this Deed) any bank with whom such account is maintained.
	Company means Chinacast Communication Holdings Limited.
	Facilities Agreement means the credit facility agreement for up to S$62,000,000 dated 7 December 2006 between, inter alia, the Chargor as borrower and the Security Agent as lender and administrative agent.
	Obligor means the Chargor or any person (other than the Chargor, the Security Agent and the Lenders) who is a party to any of the Loan Documents.
	Party or Parties means a party or the parties to this Deed.
	Receiver means a receiver and manager or a receiver, in each case, appointed under this Deed.
	Related Corporation means a related corporation within the meaning of Section 6 of the Singapore Companies Act.
	Restricted Account means each of the Singapore Dollar Debt Service Account and the U.S. Dollar Debt Service Account, and includes any account which is a successor to a Restricted Account on any re-numbering or re-designation of accounts and any account into which all or part of a balance from a Restricted Account is transferred for investment or administrative purposes and any replacement account and sub-account of a Restricted Account and any account combined or consolidated with a Restricted Account.

3

	Secured Liabilities means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Borrower to the Security Agent, the Administrative Agent and any Lender under each Loan Document except for any obligation which, if it were so included, would result in this Deed contravening Section 76 of the Singapore Companies Act.
	Security Assets means all the assets of the Chargor the subject of any security created by this Deed.
	Security Period means the period beginning on the date of this Deed and ending on the date on which all the Secured Liabilities have been unconditionally and irrevocably paid and discharged in full.
	Singapore means the Republic of Singapore.
	Singapore Companies Act means the Companies Act, Chapter 50 of Singapore.
1.2	Construction

(a)	Terms defined, or incorporated by reference, in the Facilities Agreement have the same meaning when used in this Deed unless otherwise defined in this Deed or the context otherwise requires.
(b)	In this Deed, unless the contrary intention appears, a reference to:

(i)	an amendment includes a supplement, novation, restatement or re-enactment and amended will be construed accordingly;
(ii)	assets includes present and future properties, revenues and rights of every description;
(iii)	an authorisation includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration or notarisation;
(iv)	disposal means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;
(v)	indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money;
(vi)	a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality;
(vii)	a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
(viii)	a currency is a reference to the lawful currency for the time being of the relevant country;

4

(ix)	a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;
(x)	a Clause, a Subclause or a Schedule is a reference to a clause or subclause of, or a schedule to, this Deed;
(xi)	a Party or any other person includes its successors in title, permitted assigns and permitted transferees;
(xii)	a Loan Document or other document includes (without prejudice to any prohibition on amendments) all amendments however fundamental to that Loan Document or other document, including any amendment providing for any increase in the amount of a facility or any additional facility; and
(xiii)	a time of day is a reference to Singapore time.

(c)

A person who is not a party to this Deed may not enforce any of its terms under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore and notwithstanding any term of this Deed, the consent of any third party is not required for any variation (including any release or compromise of any liability) or termination of this Deed, provided that nothing in this paragraph (c) shall deny the Lenders any of the benefit of all rights expressed to be in their favour under this Deed and/or under the Security Agreement.

(d)

Unless the contrary intention appears:

(i)	a reference to a Party will not include that Party if it has ceased to be a Party under this Deed;
(ii)	a word or expression used in any other Loan Document or in any notice given in connection with any Loan Document has the same meaning in that Loan Document or notice as in this Deed; and
(iii)	any obligation of the Company under the Loan Documents which is not a payment obligation remains in force for so long as any payment obligation of the Company is or may be outstanding under the Loan Documents.

(e)	The term this Security means any security created under this Deed.
(f)	If the Security Agent considers that an amount paid to a Lender under a Loan Document is capable of being avoided or otherwise set aside on the liquidation or judicial management of the payer or otherwise, then that amount will not be considered to have been irrevocably paid for the purposes of this Deed.
(g)	Unless the context otherwise requires, a reference to a Security Asset includes:

(i)	the proceeds of sale of that Security Asset; and
(ii)	any present and future asset of that type.

5

2.	CREATION OF SECURITY
2.1	General
(a)	All the security created under this Deed:

(i)	is created by the Chargor, as sole beneficial owner, in favour of the Security Agent;
(ii)	is created over the present and future assets of the Chargor of the type specified in Clause 2.2; and
(iii)	is security for the payment, discharge and performance of all the Secured Liabilities.

(b)	The Security Agent holds the benefit of this Deed on trust for the Lenders.
2.2	Credit balances
	The Chargor as security for the payment or discharge of all the Secured Liabilities, charges and agrees to charge in favour of the Security Agent by way of a first fixed charge all of its rights in respect of any amount standing to the credit of any account (including any Restricted Account and any other account contemplated by this Deed) it has with any person and the debt represented by it.
3.	FURTHER ASSURANCES
	The Chargor must, at its own expense, take whatever action the Security Agent or a Receiver may:

(a)	reasonably require for creating, perfecting or protecting any security intended to be created by or pursuant to this Deed;
(b)	require for facilitating the realisation of any Security Asset;
(c)	require for facilitating the exercise of any right, power or discretion exercisable, by the Security Agent or any Receiver or any of their delegates or sub-delegates in respect of any Security Asset; or
(d)	reasonably require for creating and perfecting security in favour of the Security Agent (equivalent to the security intended to be created by this Deed) over any assets of the Chargor located in any jurisdiction outside Singapore.

This includes:

(i)	the re-execution of this Deed;
(ii)	the execution of any legal mortgage, charge, transfer, conveyance, assignment or assurance of any property, whether to the Security Agent or to its nominee; and
(iii)	the giving of any notice, order or direction and the making of any filing or registration,

which, in any such case, the Security Agent or a Receiver may think expedient.

6

4.	PRESERVATION OF SECURITY
4.1	Continuing security
	This Security is a continuing security and will extend to the ultimate balance of the Secured Liabilities, regardless of any intermediate payment or discharge in whole or in part.
4.2	Reinstatement
(a)	If any discharge (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) or arrangement is made in whole or in part on the faith of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation, administration or otherwise without limitation, the liability of the Chargor under this Deed will continue or be reinstated as if the discharge or arrangement had not occurred.
(b)	The Security Agent may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.
4.3	Waiver of defences
	The obligations of the Chargor under this Deed will not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Deed (whether or not known to it or the Security Agent). This includes:

(a)	any time or waiver granted to, or composition with, any person;
(b)	any release of any person under the terms of any composition or arrangement;
(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person;
(d)	any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(e)	any incapacity, lack of power, authority or legal personality of or dissolution or change in the members or status of any person;
(f)	any amendment (however fundamental) of a Loan Document or any other document or security; or
(g)	any unenforceability, illegality, invalidity or non-provability of any obligation of any person under any Loan Document or any other document or security or the failure by any Obligor to enter into or be bound by any Loan Document.

4.4

Immediate recourse

The Chargor waives any right it may have of first requiring the Security Agent (or any trustee or agent on its behalf) to proceed against or enforce any other right or security or claim payment from any person or file any proof or claim in any insolvency, administration, winding-up or liquidation proceedings relative to any other Obligor or any other person before claiming from the Chargor under this Deed.

7

4.5	Appropriations
	At any time during the Security Period, the Security Agent (or any trustee or agent on its behalf) may without affecting the liability of the Chargor under this Deed:

(a) (i) refrain from applying or enforcing any other moneys, security or rights held or received by the Security Agent (or any trustee or agent on its behalf) against those amounts; or

(ii) apply and enforce them in such manner and order as it sees fit (whether against those amounts or otherwise; and

(b) hold in a suspense account any moneys received from the Chargor or on account of the Chargor’s liability under this Deed.

4.6	Non-competition
	Unless:

(a)	the Security Period has expired; or
(b)	the Security Agent otherwise directs,

the Chargor will not, after a claim has been made under this Deed or by virtue of any payment or performance by it under this Deed:

(i)	be subrogated to any rights, security or moneys held, received or receivable by the Security Agent (or any trustee or agent on its behalf);
(ii)	be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of the Chargor’s liability under this Clause;
(iii)	claim, rank, prove or vote as a creditor of any Obligor or its estate in competition with the Security Agent (or any trustee or agent on its behalf); or
(iv)	receive, claim or have the benefit of any payment, distribution or security from or on account of any Obligor, or exercise any right of set-off as against any Obligor.

	The Chargor must hold in trust for and immediately pay or transfer to the Security Agent any payment or distribution or benefit of security received by it contrary to this Clause or in accordance with any directions given by the Security Agent under this Clause.
4.7	Additional Security

(a)	This Deed is in addition to and is not in any way prejudiced by any other security now or subsequently held by the Security Agent.
(b)	No prior security held by the Security Agent over any Security Asset will merge into this Security.

8

4.8	Security held by the Chargor
	The Chargor may not, without the prior consent of the Security Agent, hold any security from any other Obligor in respect of the Chargor’s liability under this Deed. The Chargor will hold any security held by it in breach of this provision on trust for the Security Agent.
5.	REPRESENTATIONS
5.1	Times for making representations
(a)	The representations set out in this Deed (including in this Clause) are made to the Security Agent and the Lenders on the date of this Deed.
(b)	Unless a representation is expressed to be given at a specific date, each representation under this Deed is deemed to be repeated by the Chargor on each date during the Security Period.
(c)	When a representation is repeated, it is applied to the circumstances existing at the time of repetition.
5.2	Nature of Security
	This Deed creates those Security Interests it purports to create and is not liable to be avoided or otherwise set aside on the liquidation or administration of the Chargor or otherwise.
5.3	Stamp duties
	[As at the date of this Deed, no stamp or registration duty or similar Tax or charge is payable in its jurisdiction of incorporation in respect of this Deed. ] [A&OSLB: Borrower’s Delaware counsel to confirm]
5.4	Filings
	It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Deed that it has to be filed, recorded, registered or enrolled with any governmental or other regulatory authorities in any relevant jurisdiction.
5.5	Immunity

(a)	The execution by it of this Deed constitutes, and the exercise by it of its rights and performance of its obligations under this Deed will constitute, private and commercial acts performed for private and commercial purposes; and
(b)	It will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of incorporation in relation to this Deed.

5.6	Security Assets
(a)	The Chargor is the sole legal and beneficial owner of the Security Assets.
(b)	The Security Assets are free from:

(i) any Security Interest (other than any Security Interest created by this Deed); and

9

(ii) any interests or claims of third parties (other than liens and rights of set-off in favour of the Account Bank which arise in respect of usual administrative and transactional fees and charges).

5.7	No adverse consequences
(a)	It is not necessary under the laws of its jurisdiction of incorporation:

(i)	in order to enable the Security Agent or any Lender to enforce its rights under this Deed; or
(ii)	by reason of the execution of any Loan Document or the performance by it of its obligations under this Deed,

	that any Lender should be licensed, qualified or otherwise entitled to carry on business in the Chargor’s jurisdiction of incorporation.
(b)	No Lender is or will be deemed to be resident, domiciled or carrying on business in the Chargor’s jurisdiction of incorporation by reason only of the execution, performance and/or enforcement of this Deed.
5.8	Jurisdiction/governing law
(a)	Its:

(i)	irrevocable submission under Clause 25 (Jurisdiction) to the non-exclusive jurisdiction of the courts of Singapore;
(ii)	agreement that this Deed is governed by the laws of Singapore; and
(iii)	agreement not to claim any immunity to which it or its assets may be entitled,

	are legal, valid and binding under the laws of its jurisdiction of incorporation.
(b)	Any judgment obtained in Singapore will be recognised and be enforceable by the courts of its jurisdiction of incorporation.
6.	UNDERTAKINGS
6.1	Duration
	The undertakings in this Clause remain in force throughout the Security Period. 6.2 Security Assets
(a)	Subject to subparagraph (b) below, the Chargor shall deliver to, and deposit with, the Security Agent, or as the Security Agent may direct, all certificates and other documents evidencing or relating to the Security Assets.
(b)	The Chargor authorises the Security Agent to:

(i) complete, execute and serve any demands, notices and certificates as it considers appropriate in relation to the Security Assets; and

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(ii) in the case of negotiable instruments, endorse all documents necessary to constitute the Security Agent as the holder of the documents.

(c)	The Chargor must procure that all amounts of monies received by it from the Company, whether by way of dividends or any other capital restructuring exercise undertaken by the Company, are paid into the Restricted Accounts in accordance with the provisions of the Facilities Agreement.
(d)	The Company must not withdraw any sum from any Restricted Account other than in accordance with the provisions of the Facilities Agreement.
6.3	Negative Pledge
	The Chargor shall not:

(a)	create or permit to subsist any Security Interest over any Security Asset;
(b)	sell, transfer, licence, lease or otherwise dispose of all or any part of its rights in or to any Security Asset;
(c)	close or otherwise terminate any Restricted Account; or
(d)	do any other act with respect to a Security Asset, or use a Security Asset in any way, which is prejudicial to the interests of the Security Agent and the Lenders,

	save in accordance with the provisions of the Facilities Agreement.
7.	RESTRICTED ACCOUNTS
7.1	Account Bank
	Each Restricted Account must be maintained at a branch of the Account Bank approved by the Security Agent.
7.2	Representations
	The Chargor represents to the Security Agent that:

(a)	it is the sole legal and beneficial owner of the credit balance from time to time in each Restricted Account; and
(b)	the credit balances charged pursuant to this Deed are free of any Security Interests (except for those created by or under this Deed) and any other rights or interests in favour of third parties.

7.3	Notice of charge
(a)	(In respect of each Restricted Account) this Deed constitutes notice in writing to the Security Agent, in its capacity as the Account Bank, of the charge over the Restricted Accounts created by this Deed.
(b)	(In respect of any other account charged pursuant to Clause 2.2 of this Deed) the Chargor must:

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(i)

(if such account has been established as of the date of this Deed) (aa) immediately serve a notice of charge, substantially in the form of Part 1 of Schedule 1 (Forms of letter for Account Bank) on the relevant Account Bank and (bb) use its best endeavours to ensure that such Account Bank acknowledges the notice, substantially in the form of Part 2 of Schedule 1 (Forms of letter for Account Bank); and

(ii)

(if such account is established at any time during the Security Period) (aa) within five days serve a notice of charge, substantially in the form of Part 1 of Schedule 1 (Forms of letter for Account Bank) on the relevant Account Bank and (bb) use its best endeavours to ensure that such Account Bank acknowledges the notice, substantially in the form of Part 2 of Schedule 1 (Forms of letter for Account Bank).

7.4	Filing
	The Chargor shall make timely filing and registration of this Deed in order to preserve and perfect this Security in Singapore and any other relevant jurisdictions.
7.5	Other obligations
(a)	The Chargor shall remain liable to perform all its obligations in connection with the Security Assets.
(b)	The Security Agent is not under any obligation of any kind in connection with the Security Assets nor any liability whatsoever in the event of any failure by the Chargor to perform its obligations in connection with the Security Assets.
8.	WHEN SECURITY BECOMES ENFORCEABLE
8.1	Event of Default
	This Security shall become immediately enforceable after an Event of Default has occurred and is continuing and the Administrative Agent has given notice pursuant to Article VII of the Facilities Agreement.
8.2	Discretion
	After this Security has become enforceable, the Security Agent may in its absolute discretion enforce all or any part of this Security as it sees fit.
8.3	Power of sale
	The power of sale and other powers conferred on a mortgagee by law (including under section 24 of the Act), as amended by this Deed, will be immediately exercisable at any time after this Security has become enforceable.
9.	ENFORCEMENT OF SECURITY
9.1	General
(a)	Section 25 of the Act (restricting the power of sale) and Section 21 of the Act (restricting the right of consolidation) do not apply to this Security.

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(b)	All or any of the powers, authorities and discretions which are conferred by the Act and/or this Deed either expressly or impliedly upon a Receiver may be exercised by the Security Agent without first appointing a Receiver or notwithstanding the appointment of a Receiver.
9.2	No liability as mortgagee in possession
	Neither the Security Agent nor any Receiver will be liable, by reason of entering into possession of a Security Asset:

(a)	to account as mortgagee in possession or for any loss on realisation; or
(b)	for any default or omission for which a mortgagee in possession might be liable.

9.3	Privileges
	Each Receiver and the Security Agent is entitled to all the rights, powers, privileges and immunities conferred by the Act on mortgagees and receivers duly appointed under the Act, except that Section 25 of the Act does not apply.
9.4	Protection of third parties
	No person (including a purchaser) dealing with the Security Agent or a Receiver or its or his agents will be concerned to enquire:

(a)	whether the Secured Liabilities have become payable;
(b)	whether any power which the Security Agent or a Receiver is purporting to exercise has become exercisable or is being properly exercised;
(c)	whether any money remains due under the Loan Documents; or
(d)	how any money paid to the Security Agent or to that Receiver is to be applied.

9.5	Redemption of prior mortgages
	At any time after this Security has become enforceable, the Security Agent may do any or all of the following:

(a)	redeem any prior Security Interest against the Security Assets;
(b)	procure the transfer of that Security Interest to itself; and
(c)	settle and pass the accounts of the prior mortgagee, chargee or encumbrancer; any accounts so settled and passed shall be conclusive and binding on the Security Agent.

	The Chargor shall pay on demand all principal moneys, interest, costs charges and expenses in connection with any redemption and/or transfer.
9.6	Contingencies
	If this Security is enforced at a time when no amounts are due under the Loan Documents but at a time when amounts may or will become so due, the Security Agent (or the Receiver) may pay the proceeds of any recoveries effected by it into a suspense account.

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10.	SET-OFF
	If an Event of Default has occurred and is continuing, the Security Agent may set off any obligations (whether or not matured) owed by the Chargor under this Deed (to the extent beneficially owned by the Security Agent) against any obligation (whether or not matured) owed by the Security Agent to the Chargor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Security Agent may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. If either obligation is unliquidated or unascertained, the Security Agent may set off in an amount estimated by it in good faith to be the amount of that obligation.
11.	RECEIVER
11.1	Appointment of Receiver
(a)	Except as provided below, the Security Agent may appoint any one or more persons to be a Receiver of all or any part of the Security Assets if:

(i)	this Security has become enforceable; or
(ii)	the Chargor so requests the Security Agent in writing at any time.

(b)	Any appointment under paragraph (a) above may be by deed, under seal or in writing under its hand.
(c)	Except as provided below, any restriction imposed by law on the right of a mortgagee to appoint a Receiver (including under Section 29(1) of the Act) does not apply to this Deed.
11.2	Removal
	The Security Agent may by writing under its hand (subject to any requirement for an order of the court in the case of an receiver and manager) remove any Receiver appointed by it and may, whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated.
11.3	Remuneration
	The Security Agent may fix the remuneration of any Receiver appointed by it and the maximum rate specified in Section 29(6) of the Act will not apply.
11.4	Agent of Chargor
(a)	A Receiver will be deemed to be the agent of the Chargor for all purposes and accordingly will be deemed to be in the same position as a Receiver duly appointed by a mortgagee under the Act. The Chargor is responsible for the contracts, engagements, acts, omissions, defaults and losses of a Receiver and for liabilities incurred by a Receiver.
(b)	The Security Agent will not incur any liability (either to the Chargor or to any other person) by reason of the appointment of a Receiver or for any other reason.

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11.5	Relationship with the Security Agent
	To the fullest extent allowed by law, any right, power or discretion conferred by this Deed (either expressly or impliedly) or by law on a Receiver may after this Security becomes enforceable be exercised by the Security Agent in relation to any Security Asset without first appointing a Receiver and notwithstanding the appointment of a Receiver.
12.	POWERS OF RECEIVER
12.1	General
(a)	A Receiver has all of the rights, powers and discretions conferred on the Security Agent under this Deed and the Act, and also those set out below in this Clause in addition to those conferred on it by any law.
(b)	If there is more than one Receiver holding office at the same time, each Receiver may (unless the document appointing him states otherwise) exercise all of the powers conferred on a Receiver under this Deed individually and to the exclusion of any other Receiver.
12.2	Possession
	A Receiver may take immediate possession of, get in and collect any Security Asset.
12.3	Borrow money
	A Receiver may raise and borrow money either unsecured or on the security of any Security Asset either in priority to this Security or otherwise and generally on any terms and for whatever purpose which he thinks fit.
12.4	Sale of assets
(a)	A Receiver may sell, exchange, convert into money and realise any Security Asset by public auction or private contract and generally in any manner and on any terms which he thinks fit.
(b)	The consideration for any such transaction may consist of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over any period which he thinks fit.
12.5	Compromise
	A Receiver may settle, adjust, refer to arbitration, compromise and arrange any claim, account, dispute, question or demand with or by any person who is or claims to be a creditor of the Chargor or relating in any way to any Security Asset.
12.6	Legal actions
	A Receiver may bring, prosecute, enforce, defend and abandon any action, suit or proceedings in relation to any Security Asset which he thinks fit.
12.7	Receipts
	A Receiver may give a valid receipt for any moneys and execute any assurance or thing which may be proper or desirable for realising any Security Asset.

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12.8	Delegation
	A Receiver may delegate his powers in accordance with this Deed.
12.9	Other powers
	A Receiver may:-

(a)	do all other acts and things which he may consider desirable or necessary for realising any Security Asset or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Deed or law;
(b)	exercise in relation to any Security Asset all the powers, authorities and things which he would be capable of exercising if he were the absolute beneficial owner of the same; and
(c)	use the name of the Chargor for any of the above purposes.

13.	APPLICATION OF PROCEEDS
	Any moneys received by the Security Agent or any Receiver after this Security has become enforceable shall be applied in the following order of priority (but without prejudice to the right of the Security Agent to recover any shortfall from the Chargor):

(a)	first, in satisfaction of, or provision for, all costs and expenses incurred by the Security Agent or any Receiver under this Deed and of all remuneration due to any Receiver under or in connection with this Deed;
(b)	second, in or towards payment of the Secured Liabilities or such part of them as is then due and payable; and
(c)	third, in payment of the surplus (if any) to the Chargor or to such other person as the Chargor may in writing direct.

14.	EXPENSES AND INDEMNITY
	The Chargor must:

(a)	immediately on demand pay all costs and expenses (including legal fees on a full indemnity basis) incurred in connection with this Deed by the Security Agent, Receiver, attorney, manager, agent or other person appointed by the Security Agent under this Deed including any arising from any actual or alleged breach by any person of any law or regulation; and
(b)	keep each of them indemnified against any failure or delay in paying those costs or expenses under subclause (a) above, and any loss or liability incurred by it in connection with any litigation, arbitration or administrative proceedings concerning this Security.

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15.	DELEGATION
15.1	Power of attorney
	The Security Agent or any Receiver may delegate by power of attorney or in any other manner to any person any right, power or discretion exercisable by it under this Deed.
15.2	Terms
	Any such delegation may be made upon any terms (including power to sub-delegate) which the Security Agent or any Receiver may think fit.
15.3	Liability
	The Security Agent will not be in any way liable or responsible to the Account Bank or the Chargor (save in the case of the Security Agent’s gross negligence, wilful default or fraud) for any loss or liability arising from any act, default, omission or misconduct on the part of any such delegate or sub-delegate.
16.	POWER OF ATTORNEY
16.1	Appointment of Attorney
	The Chargor, by way of security, irrevocably and severally appoints the Security Agent, each Receiver and any of their delegates or sub-delegates to be its attorney or attorneys (with full power of substitution) and in its name and otherwise on its behalf (and as its act and deed) to, at any time after an Event of Default has occurred and is continuing, sign, seal, execute, deliver, perfect and do all deeds, agreements, instruments, acts and things which may be required (or which the Security Agent, the Receiver or any of their delegates or sub-delegates shall consider requisite) for carrying out any obligation imposed on the Chargor by or pursuant to this Deed, for carrying out any sale, transfer, assignment, lease or other dealings by the Security Agent, the Receiver or any of their delegates or sub-delegates, for conveying or transferring any legal estate or other interest in land or other property or otherwise, for getting in the Security Assets, and generally for enabling the Security Agent, the Receiver or any of their respective delegates or sub-delegates to exercise the respective powers, rights, authorities and discretions conferred on them or any of them by or pursuant to this Deed or by law and (without prejudice to the generality of the foregoing) to sign, seal and deliver and otherwise perfect any deed, assurance, agreement, assignment, charge, conveyance, mortgage, transfer, instrument or act which it or he may deem proper in or for the purpose of exercising any of such powers, rights, authorities and discretions.
16.2	Ratification
	The Chargor ratifies and confirms whatever any attorney does or purports to do pursuant to its appointment under this Clause.
16.3	Grant for Security
	The power of attorney hereby granted is as regards the Security Agent, each Receiver and each of their delegates or sub-delegates (and as the Chargor hereby acknowledges) granted irrevocably and for value as part of the security constituted by this Deed to secure the propriety interests of and the performance of the obligations owed to the respective donees.

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17.	CHANGES TO THE PARTIES
17.1	Successors and Assigns
	This Deed is binding on the successors and assigns of the Chargor, the Security Agent and the Lenders.
17.2	Transfers by the Chargor
	The Chargor may not assign, transfer, novate or dispose of any of, or any interest in, its rights and or obligations under this Deed.
17.3	Transfers by the Security Agent
	The Security Agent may at any time assign, transfer, novate or dispose of any of all or any part, or any interest in, its rights and/or obligations under this Deed.
18.	DISCLOSURE OF INFORMATION
(a)	Without detracting from the Security Agent’s rights of disclosure under any law (including, under the Banking Act, Chapter 19 of Singapore), the Security Agent must keep confidential any information supplied to it by or on behalf of the Chargor in connection with the Loan Documents. However, the Security Agent is entitled to disclose information:

(i)	which is publicly available, other than as a result of a breach by the Security Agent of this Clause;
(ii)	in connection with any legal or arbitration proceedings against any Obligor;
(iii)	if required to do so under any law or regulation;
(iv)	to a governmental, banking, taxation or other regulatory authority;
(v)	to its professional advisers on a confidential basis;
(vi)	to the extent allowed under paragraph (b) below;
(vii)	to another Obligor; or
(viii)	with the agreement of the Chargor.

(b) The Security Agent may disclose to a Related Corporation or any person with whom it may enter, or has entered into, any kind of transfer, participation or other agreement in relation to this Deed (a participant) for the purpose of that transfer, participation or agreement:

(i)	a copy of any Loan Document; and
(ii)	any information which the Security Agent has acquired under or in connection with any Loan Document.

	However, before a participant may receive any confidential information, it must agree with the Security Agent to keep that information confidential on the terms of paragraph (a) above.
(c)	This Clause supersedes any previous confidentiality undertaking given by the Security Agent in connection with this Deed prior to it becoming a Party.

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19.	MISCELLANEOUS
19.1	Covenant to pay
	The Chargor shall pay or discharge the Secured Liabilities in the manner provided for in the Loan Documents.
19.2	Certificates
	A certificate or determination by the Security Agent of a rate or amount under the Loan Documents is, in the absence of manifest error, conclusive evidence of the matter to which it relates.
19.3	No liability of the Security Agent
	The Security Agent is not liable for any loss of any kind (including any loss arising from changes in exchange rates) which may occur as a result of the exercise or purported exercise of, or any delay or neglect to exercise, any of its rights under this Deed, save in the case of the Security Agent’s gross negligence, wilful default or fraud.
19.4	Other remedies
	Nothing in this Deed shall limit any rights or remedies which any Party hereto has under any other instrument.
20.	RELEASE
	At the end of the Security Period, the Security Agent shall, at the request and cost of the Chargor, take whatever action is necessary to release the Security Assets from this Security.
21.	NOTICES
	The provisions of Section 9.01 (Notices) of the Facilities Agreement apply to this Deed as if they were set out in full in this Deed, except that references to the Loan Documents shall be construed as if they were references to this Deed.
22.	SEVERABILITY
	If a provision of this Deed is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:

(a)	the legality validity or enforceability in that jurisdiction of any other provision of this Deed; or
(b)	the legality validity or enforceability in other jurisdictions of that or any other provision of this Deed.

23.	AMENDMENTS AND WAIVER
23.1	Amendments
	No purported alteration, variation or amendment of this Deed shall be effective unless made in accordance with the Facilities Agreement.

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23.2	Waiver and remedies cumulative
	The rights of the Security Agent under this Deed:

(a)	may be exercised as often as necessary;
(b)	are cumulative and are not exclusive of its rights under the general law; and
(c)	may be waived only in writing and specifically.

	Delay in exercising or non-exercise of any such right is not a waiver of that right.
24.	COUNTERPARTS
	This Deed may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Deed.
25.	JURISDICTION
25.1	Submission
	For the benefit of the Security Agent, the Chargor agrees that the courts of Singapore have jurisdiction to settle any disputes in connection with this Deed and accordingly submits to the non-exclusive jurisdiction of the courts of Singapore.
25.2	Forum convenience and enforcement abroad
	The Chargor:

(a)	waives objection to the courts of Singapore on grounds of inconvenient forum or otherwise as regards proceedings in connection herewith; and
(b)	agrees that a judgment or order of a court of Singapore in connection herewith is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

25.3	Non-exclusivity
	Nothing in this Clause limits the right of any Party hereto to bring proceedings against any other Party in connection herewith:

(a)	in any other court of competent jurisdiction; or
(b)	concurrently in more than one jurisdiction.

25.4	Service of Process
(a)	The Chargor irrevocably appoints BSL Corporate Services Pte Ltd of 220 Orchard Road, #05-01 Midpoint Orchard, Singapore 238852 as its agent under this Deed for service of process in any proceedings before the Singapore courts.
(b)	If BSL Corporate Services Pte Ltd is unable for any reason to act as agent for service of process, the Chargor must immediately appoint another agent on terms acceptable to the Security Agent. Failing this, the Security Agent may appoint another agent for this purpose.

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(c)	The Chargor agrees that failure by a process agent to notify it of any process will not invalidate the relevant proceedings.
(d)	This Clause does not affect any other method of service allowed by law.
26.	WAIVER OF IMMUNITY
	The Chargor irrevocably and unconditionally:-

(a)	agrees that if the Security Agent brings proceedings against it or its assets in relation to this Deed, no immunity from those proceedings (including, without limitation, suit, attachment prior to judgment, other attachment, the obtaining of judgment, execution or other enforcement) will be claimed by or on behalf of itself or with respect to its assets;
(b)	waives any such right of immunity which it or its assets now has or may subsequently acquire; and
(c)	consents generally in respect of any such proceedings to the giving of any relief or the issue of any process in connection with those proceedings, including, without limitation, the making, enforcement or execution against any assets whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in those proceedings.

27.	GOVERNING LAW
	This Deed is governed by the laws of Singapore.

This Deed has been entered into as a deed on the date stated at the beginning of this Deed.

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SCHEDULE 1

NOTICE TO AND ACKNOWLEDGMENT FROM THE ACCOUNT BANK

PART 1

Notice to the Account Bank

To:	[•]
	as account bank (the Account Bank)

[DATE]

Dear Sirs,

Account No. [          ] (the Charged Account);

1.

We hereby give you notice that by a Deed of Charge over Accounts (the Deed) dated [•] made between ourselves and DBS Bank Ltd. as security agent for itself and the other lenders (the Security Agent) we have charged to the Security Agent, our right, title, benefits and interest to or in all moneys (including interest) standing to the credit of the Charged Account from time to time and the debts represented by them upon the terms and conditions set out in the Deed and the Loan Documents (as defined therein).

2.

We irrevocably authorise and instruct you from time to time, upon receipt of instructions from the Security Agent:

(a)	to pay to the Security Agent, or as it may direct, all or any monies standing to the credit of the Charged Account;
(b)	to hold all sums standing to the credit of the Charged Account to the order of the Security Agent;
(c)	to disclose to the Security Agent such information relating to the Charged Account as the Security Agent may from time to time request; and
(d)	to comply with the terms of any other written instructions or notice relating to the Deed or the Charged Account received by you from the Security Agent.

3.	We agree that you shall not be bound to enquire whether the right of the Security Agent to withdraw any monies from the Charged Account has arisen or be concerned with the propriety or regularity thereof or be concerned with notice to the contrary or be concerned with or responsible for the application of any monies received by the Security Agent.
4.	We shall remain liable to perform all our obligations in connection with the Charged Account and each credit balance standing to the credit of the Charged Account.
5.	The Security Agent is under no obligation to you in connection with the:

(a)	the Charged Account; and/or
(b)	any credit balance standing to the credit of the Charged Account,

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nor shall the Security Agent incur any liability whatsoever in the event of any failure by us to perform our obligations in connection with the Charged Account or a credit balance standing to the credit of the Charged Account.

6. These instructions shall not be revoked or varied without the prior written consent of the Security Agent.

7. This notice is governed by the laws of Singapore.

8. Please acknowledge receipt of this notice by signing and returning one duplicate copy of this notice and the enclosed “Acknowledgment of Account Bank” to the Security Agent.

Yours faithfully,

For and on behalf of
GREAT WALL ACQUISITION CORPORATION
By:
	Authorised signatory

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PART 2

Acknowledgment of Account Bank

To:	[•]
	in its capacity as Security Agent
cc:	GREAT WALL ACQUISITION CORPORATION

Dear Sirs,

Account No. [          ] (the Restricted Account);

1. We acknowledge receipt of the attached notice from GREAT WALL ACQUISITION CORPORATION dated [     ] (the Notice) and we:

(a)	confirm that we will act in accordance with the instructions set out in the Notice;
(b)	confirm that we do not have notice of any other charge, assignment or encumbrance of the Restricted Account, currently in force, nor are we aware of any interest of any third party in the Restricted Account that is currently in force;
(c)	confirm that we will not, in our capacity as the Account Bank, exercise, in respect of the Restricted Account, any right of set-off, consolidation or counterclaim or any other right against or in respect of the Restricted Account except in respect of usual administrative and transactional fees and charges; and
(d)	understand and agree that the instructions set out therein may only be revoked or amended with your prior written consent.

2. Capitalised terms used and not defined in this acknowledgment shall have the meaning set forth, directly or by cross-reference in the Notice.

3. This acknowledgment is governed by the laws of Singapore.

Yours faithfully,

For and on behalf of
[•]
as account bank

By:
	Authorised signatory

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SIGNATORIES

The Chargor

Executed as a Deed by	)
	)
the duly authorised signatory of	)
GREAT WALL ACQUISITION CORPORATION	)
in the presence of :-	)

Witness’s Signature:

Name:

Address:

The Security Agent
Signed, sealed and delivered by	) )
for and on behalf of	)
DBS BANK LTD.	)
In the presence of :-	)

                                        
Name of Witness: