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<SEC-DOCUMENT>0000950137-03-005435.txt : 20031027
<SEC-HEADER>0000950137-03-005435.hdr.sgml : 20031027
<ACCEPTANCE-DATETIME>20031027142723
ACCESSION NUMBER:		0000950137-03-005435
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20031027

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ASIA PACIFIC WIRE & CABLE CORP LTD
		CENTRAL INDEX KEY:			0001026980
		STANDARD INDUSTRIAL CLASSIFICATION:	DRAWING AND INSULATING NONFERROUS WIRE [3357]
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-51237
		FILM NUMBER:		03958254

	BUSINESS ADDRESS:	
		STREET 1:		NO 42 LIU FANG RD
		STREET 2:		JURONG TOWN
		CITY:			SINGAPORE
		STATE:			U0
		ZIP:			00000

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SET TOP INTERNATIONAL INC
		CENTRAL INDEX KEY:			0001267882

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		4TH FLOOR NO. 69
		CITY:			TAIPEI
		STATE:			A1
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>c80290sc13d.txt
<DESCRIPTION>SCHEDULE 13D
<TEXT>
<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                             (AMENDMENT NO.______)*


                 Asia Pacific Wire and Cable Corporation Limited
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                     Common Stock, Par Value $0.01 Per Share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    G0535E106
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                 Lien, Tai-Sheng
                      4th Fl., No. 69, Sec. 4, Hsin-Yi Rd.
                            Taipei, Taiwan R.O.C. 106
                              Tel: 886-2-2702-1259

                               Michael J. Fieweger
                                Baker & McKenzie
                              One Prudential Plaza
                             130 East Randolph Drive
                                Chicago, IL 60601
                                Tel: 312-861-8232
- --------------------------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)


                                October 16, 2003
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


         If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. / /

                  NOTE: Schedules filed in paper format shall include a signed
         original and five copies of the schedule, including all exhibits. See
         Section 240.13d-7 for other parties to whom copies are to be sent.

                  *The remainder of this cover page shall be filled out for a
         reporting person's initial filing on this form with respect to the
         subject class of securities, and for any subsequent amendment
         containing information which would alter disclosures provided in a
         prior cover page.

                  The information required on the remainder of this cover page
         shall not be deemed to be "filed" for the purpose of Section 18 of the
         Securities Exchange Act of 1934 ("Act") or otherwise subject to the
         liabilities of that section of the Act but shall be subject to all
         other provisions of the Act (however, see the Notes).



PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
       NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID
                               OMB CONTROL NUMBER.

SEC 1746 (11-02)



<PAGE>

CUSIP NO. G0535E106
- --------------------------------------------------------------------------------
1   NAMES OF REPORTING PERSONS.
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
    Set Top International Inc.
- --------------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
    (a) [ ]

    (b) [X]

- --------------------------------------------------------------------------------
3   SEC USE ONLY


- --------------------------------------------------------------------------------
4   SOURCE OF FUNDS (See Instructions)

                   WC
- --------------------------------------------------------------------------------
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
    TO ITEMS 2(d) OR 2(e)                                                   [ ]

- --------------------------------------------------------------------------------
6   CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands
- --------------------------------------------------------------------------------
                7   SOLE VOTING POWER
  NUMBER OF
                          6,976,666
   SHARES      -----------------------------------------------------------------
                8   SHARED VOTING POWER
BENEFICIALLY

OWNED BY EACH  -----------------------------------------------------------------
                9   SOLE DISPOSITIVE POWER
  REPORTING
                         6,976,666
   PERSON      -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER
    WITH

- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              6,976,666
- --------------------------------------------------------------------------------
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES (See Instructions)                                      [ ]

- --------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

             50.44%
- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON (See Instructions)

CO
- --------------------------------------------------------------------------------



<PAGE>


ITEM 1. SECURITY AND ISSUER.

         The class of securities to which this Statement relates is the Common
Stock, par value $0.01 per share (the "Common Stock"), of Asia Pacific Wire and
Cable Corporation Limited, a Bermuda corporation (the "Company"). The principal
executive office of the Company is located at 19 Benoi Road, Level 3A, Sigma
Cable High Tech Complex, Singapore 629909.

ITEM 2. IDENTITY AND BACKGROUND.

         The person filing this Statement is Set Top International Inc., a
corporation organized under the laws of the British Virgin Islands (the
"Reporting Person"). The principal business address of the Reporting Person is
4th Fl. No. 69, Sec. 4, Hsin-Yi Road, Taipei, Taiwan R.O.C. 106. The principal
business of the Reporting Person is the acquisition and operation of cable
television systems and related assets.

         Tsai, Fu-Chuan; Lien, Tai-Sheng; and Hsu, Yuan-Chun (the "Principal
Stockholders") collectively own all of the outstanding shares of voting stock of
the Reporting Person. Ms. Tsai also serves as the sole director and secretary of
the Reporting Person.

         The name, residence or business address, present principal occupation
or employment, principal business address of any corporation or other
organization in which such employment is conducted, and citizenship for each of
the Principal Stockholders and for each director and executive officer of the
Reporting Person are set forth on Schedule 1 attached to this Statement.

         During the last five years, none of the Principal Stockholders, the
Reporting Person or any of the directors or executive officers of the Reporting
Person identified on Schedule 1 attached to this Statement has been convicted in
a criminal proceeding (excluding traffic violations and similar misdemeanors).
During the last five years, none of the Principal Stockholders, the Reporting
Person or any of the directors or executive officers of the Reporting Person
identified on Schedule 1 attached to this Statement was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         The Reporting Person paid $11,500,000.00 to acquire the claims secured
by the 6,976,666 shares of Common Stock described in Item 4 using funds included
in its working capital as well as contributions from its stockholders.

ITEM 4. PURPOSE OF TRANSACTION.

         Pursuant to the terms of the Assignment Agreement dated October 16,
2003 (the "Assignment Agreement"), a copy of which is included as Exhibit A
hereto, the Reporting Person acquired all right, title and interest of Swiss Re
Financial Products Corporation ("Swiss Re"), a Delaware corporation, under an
Amended and Restated Letter of Credit and Reimbursement Agreement dated as of
September 21, 2001 (the "L/C Reimbursement Agreement") between Swiss Re and
Pacific Electric Wire and Cable Co., Ltd. ("PEWC"), a Taiwanese corporation, a
copy of which is included as Exhibit B. The obligations of PEWC to Swiss Re were
secured in part by a pledge of 6,976,666 shares of the Common Stock (the
"Pledged Stock") held by Pacific


<PAGE>

USA Holdings Corp. ("PUSA"), a Texas corporation, pursuant to the terms of an
Amended and Restated Pledge Agreement dated as of February 20, 2002 (the "Pledge
Agreement") in the form included as Exhibit C. PUSA filed a voluntary petition
for relief under Chapter 11 of the Bankruptcy Code with the United States
Bankruptcy Court for the Northern District of Texas (the "Bankruptcy Court") on
December 2, 2002 (the "Petition Date") (In re Venturelink Holdings, Inc., Case
No. 02-80906-SAF-11 (Bankr. N.D. Tex. Dec. 2, 2002)). The rights acquired by the
Reporting Person include Swiss Re's claim against PUSA in bankruptcy. Pursuant
to the terms of an Order Approving the Agreement Regarding Relief From the
Automatic Stay dated February 25, 2003, the automatic stay enjoining Swiss Re
from foreclosing on the Pledged Stock has been lifted giving the Reporting
Person, as successor in interest to Swiss Re, the right to proceed against the
Pledged Shares in satisfaction of the claims against PUSA.

         Furthermore, the Reporting Person and Kinbong Holding Limited
("Kinbong"), a wholly owned subsidiary of PEWC organized under the laws of the
British Virgin Islands, entered into a Loan Contract dated as of September 8,
2003 (the "Kinbong Loan Agreement"), a copy of which is included as Exhibit D.
Pursuant to the Kinbong Loan Agreement and a Letter of Advice on Pledge of
Negotiable Securities dated as of September 8, 2003 (the "Kinbong Pledge
Agreement"), a copy of which is included as Exhibit E, the Reporting Person lent
to Kinbong $4,100,000.00 secured by a pledge of 3,097,436 shares of Common Stock
to the Reporting Person. Principal and interest under the Kinbong Loan Agreement
are due and payable on November 30, 2003. Pursuant to the terms of the Kinbong
Loan Agreement, Kinbong agreed to cause all the Directors of the Company to
agree to the appointment of two persons designated by the Reporting Person to
serve on the Company's board of directors. The board of directors of the Company
at a board meeting on October 3, 2003, nominated Mr. Lien and Ms. Hsu to the
Company's board of directors, the appointments of whom are subject to the vote
of the Company's shareholders at the annual general meeting of the Company.

         The foregoing descriptions of the L/C Reimbursement Agreement, the
Assignment Agreement, the Pledge Agreement, the Kinbong Loan Agreement and the
Kinbong Pledge Agreement are qualified in their entirety by reference to the
complete terms and conditions of such agreements, which are attached as exhibits
to this Schedule 13D.

         The Reporting Person has acquired the Swiss Re Claim with the intention
of foreclosing on the Pledged Shares and holding the Pledged Shares for
investment purposes. The Reporting Person will continue to evaluate its
investment in the Company on the basis of various factors, including the
Company's business, financial condition, results of operations and prospects,
general economic and industry conditions, and the securities markets in general
and those for the Company's shares. Based upon such evaluation, the Reporting
Person may take such actions in the future as it may deem appropriate in light
of the circumstances existing from time to time. Depending on market and other
factors, the Reporting Person may seek to acquire additional shares of Common
Stock in the open market, in private transactions, through a tender offer or
otherwise, or determine to dispose of all or a portion of the Common Stock
beneficially owned by the Reporting Person, including through sales in the open
market, underwritten public offerings, private sale transactions and hedging
transactions with third parties.

         Except as set forth in this Item 4, the Reporting Person does not have
any plans or proposals with respect to any of the actions specified in clauses
(a) through (j) of Item 4 of Schedule 13D.


<PAGE>

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

         (a)-(b) The Reporting Person beneficially owns 6,976,666 shares of
Common Stock, representing 50.44% of the outstanding shares of Common Stock. The
percentage beneficial ownership of the Reporting Person has been determined
based on 13,830,769 shares of Common Stock outstanding as of June 30, 2003, as
reported in the Company's Form 6-K for the six-month period ended June 30, 2003.
The Reporting Person has sole power to vote or direct the voting of, and sole
power to dispose or direct the disposition of, the 6,976,666 shares of Common
Stock it beneficially owns.

         (c)-(e) Not Applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER.

         The information set forth in Item 4 above is incorporated herein by
reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.


         Exhibit A         -        Assignment Agreement between Swiss Re
                                    Financial Products Corporation and Set Top
                                    International Inc. dated October 16, 2003.

         Exhibit B         -        Amended and Restated Letter of Credit and
                                    Reimbursement Agreement between Swiss Re
                                    Financial Products Corporation and Pacific
                                    Electric Wire & Cable Co., Ltd. dated as of
                                    September 21, 2001.

         Exhibit C         -        Amended and Restated Pledge Agreement by and
                                    among Pacific Electric Wire & Cable Co.,
                                    Ltd., Pacific USA Holdings Corp., PUSA
                                    Investment Company, Montford Limited, Elan
                                    Investments Limited, Top Target Limited,
                                    Berger Systems Limited, Austway Services
                                    Limited, and Swiss Re Financial Products
                                    Corporation dated as of February 20, 2002.

         Exhibit D         -        Loan Contract between Kinbong Holdings
                                    Limited, as Borrower, and Set Top
                                    International Inc., as Lender, dated as of
                                    September 8, 2003.

         Exhibit E         -        Letter of Advice on Pledge of Negotiable
                                    Securities between Kinbong Holdings Limited,
                                    as Pledgor, and Set Top International, Inc.,
                                    as Pledgee, dated as of September 8, 2003.




<PAGE>


                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                             October 27, 2003

                                             Set Top International Inc.

                                             /s/ TSAI, FU-CHUAN
                                             ---------------------------
                                             Tsai, Fu-Chuan
                                             Director and Secretary,
                                             Set Top International Inc.



<PAGE>


                                   SCHEDULE 1

             INFORMATION REGARDING PRINCIPAL STOCKHOLDERS, DIRECTORS
                 AND EXECUTIVE OFFICERS OF THE REPORTING PERSON

<Table>
<Caption>
                                                     PRINCIPAL STOCKHOLDERS
                                                     ----------------------

                                                           PRINCIPAL                  NAME AND
NAME AND TITLE                 ADDRESS                     OCCUPATION             ADDRESS OF EMPLOYER            CITIZENSHIP
- ----------------       --------------------------    ---------------------    --------------------------  -------------------------
<S>                    <C>                           <C>                      <C>                         <C>
Tsai, Fu-Chuan         4th Fl., No. 69,              Educational Training     Omni phonics,               Taiwan, Republic of China
                       Sec. 4, Hsin-Yi Rd.,                                   4th Fl., No. 297, Sec. 2,
                       Taipei, Taiwan R.O.C. 106                              Ho-Ping E. Rd.,
                                                                              Taipei, Taiwan R.O.C.

Lien, Tai-Sheng        4th Fl., No. 69,              Cable TV Operator        Hualien CATV Co., Ltd.,     Taiwan, Republic of China
                       Sec. 4, Hsin-Yi Rd.,                                   No. 135, Sec. 1,
                       Taipei, Taiwan R.O.C. 106                              Ji-An Rd., Hua Lien
                                                                              County, Taiwan R.O.C.

Hsu, Yuan-Chun         2F-1, #312, Sec. 4,           Private Investor         2F-1, #312, Sec. 4,         Taiwan, Republic of China
                       Jen-Ai Rd., Taipei,                                    Jen-Ai Rd., Taipei,
                       Taiwan R.O.C.                                          Taiwan R.O.C.
</Table>


<Table>
<Caption>
                                                           DIRECTORS
                                                           ---------

                                                           PRINCIPAL                  NAME AND
NAME AND TITLE                 ADDRESS                     OCCUPATION             ADDRESS OF EMPLOYER            CITIZENSHIP
- ----------------       --------------------------    ---------------------    --------------------------  -------------------------
<S>                    <C>                           <C>                      <C>                         <C>
Tsai, Fu-Chuan         4th Fl., No. 69,              Educational Training     Omni phonics,               Taiwan, Republic of China
                       Sec. 4, Hsin-Yi Rd.,                                   4th Fl., No. 297, Sec. 2,
                       Taipei, Taiwan R.O.C. 106                              Ho-Ping E. Rd.,
                                                                              Taipei, Taiwan R.O.C.

</Table>

<Table>
<Caption>
                                                      EXECUTIVE OFFICERS
                                                      ------------------

                                                           PRINCIPAL                  NAME AND
NAME AND TITLE                 ADDRESS                     OCCUPATION             ADDRESS OF EMPLOYER            CITIZENSHIP
- ----------------       --------------------------    ---------------------    --------------------------  -------------------------
<S>                    <C>                           <C>                      <C>                         <C>
Tsai, Fu-Chuan         4th Fl., No. 69,              Educational Training     Omni phonics,               Taiwan, Republic of China
                       Sec. 4, Hsin-Yi Rd.,                                   4th Fl., No. 297, Sec. 2,
                       Taipei, Taiwan R.O.C. 106                              Ho-Ping E. Rd.,
                                                                              Taipei, Taiwan R.O.C.
</Table>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>3
<FILENAME>c80290exv99wa.txt
<DESCRIPTION>ASSIGNMENT AGREEMENT
<TEXT>
<PAGE>

                                                                       EXHIBIT A

                              ASSIGNMENT AGREEMENT

         This Assignment Agreement (this "Assignment") is made as of October 16,
 2003, by and between SWISS RE FINANCIAL PRODUCTS CORPORATION, a Delaware
 corporation ("Assignor"), and SET TOP INTERNATIONAL INC., a British Virgin
 Islands company ("Assignee").

                              PRELIMINARY STATEMENT

         A.       Assignor wishes to assign all of its rights, title and
interest in the L/C Reimbursement Agreement, the Security Documents, the Stay
Relief Agreement, the Order and the Swiss Re Claim (each, as defined below) to
Assignee.

         B.       Assignor and Assignee desire to set forth the terms and
conditions under which this Assignment will be made.

                                    AGREEMENT

         The parties, intending to be legally bound, agree as follows:

1.       ASSIGNMENT. Assignor does hereby assign and transfer to Assignee all
rights, title and interest under or in respect of (a) that certain Amended and
Restated Letter of Credit and Reimbursement Agreement (the "L/C Reimbursement
Agreement"), dated as of September 21, 2001, between Pacific Electric Wire &
Cable Co., Ltd., a Taiwanese company ("PEWC") and the Assignor, as amended by
that certain Amendment No. 1 and Waiver Agreement, dated February 20, 2002,
together with the indebtedness of PEWC to Assignor evidenced by the L/C
Reimbursement Agreement; (b) any and all security documents related to or
executed in connection with the L/C Reimbursement Agreement (the "Security
Documents") including, without limitation, that certain Amended and Restated
Pledge Agreement dated as of February 20, 2002 (the "Pledge Agreement"), between
PEWC, Pacific USA Holdings Corp., a Texas Corporation ("PUSA"), PUSA Investment
Company, a Nevada corporation ("PUSIC"), Montford Limited, a British Virgin
Islands international business company ("Montford"), Elan Investments Limited, a
British Virgin Islands international business company ("Elan"), Top Target
Limited, a British Virgin Islands international business company ("Top Target"),
Berger Systems Limited, a British Virgin Islands international business company
("Berger"), Austway Services Limited, a British Virgin Islands international
business company ("Austway," and together with PUSA, PUSIC, Montford, Elan, Top
Target and Berger, the "Debtors") and the Assignor; (c) that certain Agreement
Regarding Relief From the Automatic Stay (the "Stay Relief Agreement"), dated
January 23, 2003, by and between the Assignor, on the one hand, and the Debtors,
on the other hand, and all of Assignor's rights thereunder; (d) the Order
Approving Agreement Regarding Relief from the Automatic Stay (the "Order")
issued on February 20, 2003, entered by the United States Bankruptcy Court for
the Northern District of Texas, Dallas Division (the "Bankruptcy Court"), in the
bankruptcy cases of Venturelink Holdings, Inc. et al., administratively
consolidated as Case No. 02-80906 (the "Bankruptcy Case"), and all of Assignor's
rights thereunder; (e) the Swiss Re Claim (as defined in the Stay Relief
Agreement

                                        1

<PAGE>

and together with the Proof of Claim (as defined below), the "Claim"; and (f)
any proof of claim filed by Assignor in the Bankruptcy Case (the "Proof of
Claim" and, together with the items set forth in clauses (a) through (e) above,
the "Assigned Assets").

         TO HAVE AND TO HOLD unto Assignee, its successors and assigns, all
right, title and interest of Assignor in, to and under the Assigned Assets and
all liens, security interests, stock powers and rights of Assignor in, to and
under the Security Documents or to which Assignor might be entitled by being the
lender or providing an extension of credit under the L/C Reimbursement
Agreement.

2.       CONSIDERATION. In exchange for and in consideration of the assignment
of the Assigned Assets by Assignor to Assignee, Assignee shall pay to Assignor
by wire transfer to the following account, in immediately available funds, the
sum of US$11,500,000.00:

                  JPMorgan Chase Bank NY
                  Swift: CHASUS 33
                  ABA: 021000021
                  Account No.: 066-911184
                  Account Name: Swiss Re Financial Products Corp.

3.       FURTHER ASSURANCES. Assignor, for itself and its successors and
assigns, further covenants and agrees that it and its respective successors and
assigns shall:

         A.       do or cause to be done all such further acts and shall
execute, acknowledge and deliver, or shall cause to be executed, acknowledged
and delivered, any and all such further assignments, transfers and conveyances,
powers of attorneys and assurances as Assignee or its successors and assigns may
reasonably require to carry out the transactions contemplated by this
Assignment; and

         B.       will not object, and will consent to, Assignee's filing of an
evidence of transfer of the Swiss Re Claim with the Bankruptcy Court, in
accordance with Federal Rule of Bankruptcy Procedure 3001, in the form annexed
hereto as Exhibit A.

4.       REPRESENTATIONS AND WARRANTIES OF ASSIGNOR. Assignor represents and
warrants to Assignee as follows:

         A.       Assignor has full power and authority to execute, deliver and
perform this Assignment in accordance with its terms, and the execution,
delivery and performance of this Assignment by Assignor, and the assignment and
transfer of the Assigned Assets, have been duly authorized by all necessary
action of Assignor. This Assignment constitutes the legal, valid and binding
obligation of Assignor, enforceable against Assignor in accordance with its
terms, except as such enforceability may be limited by (a) bankruptcy,
insolvency, moratorium or other 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).

                                        2

<PAGE>

         B.       All consents, filings and authorizations required to be
obtained or made by Assignor and necessary for the execution, delivery and
performance of this Assignment have been obtained or made prior to the date
hereof, except for such consents, filing or authorizations required in
connection with the exercise of the rights and remedies under the Assigned
Assets in respect of the Pledged Stock (as defined in the Pledge Agreement).

         C.       Assignor owns all right, title and interest in and to the
Assigned Assets. Except for (i) the sale by Assignor of 306,545,800 shares of
Tomson Group Ltd. pledged to Assignor pursuant to the Pledge Agreement, and (ii)
the assignment of the Assigned Assets as contemplated herein, Assignor has not
transferred or assigned, otherwise pledged or encumbered, or, except as set
forth in the Stay Relief Agreement, entered into any agreement or commitment to
transfer or assign, any of its rights under, or interest in, any of the Assigned
Assets. Assignor has not withdrawn the Swiss Re Claim.

         D.       Except as provided in that certain letter agreement among
Seller, PEWC and PUSA dated March 27, 2003, none of the terms of any of the
Security Documents, the L/C Reimbursement Agreement, the Stay Relief Agreement
or the Order has been modified and, to the knowledge of Assignor the Order has
not been reversed, stayed, vacated or appealed and no motion for reconsideration
or rehearing is pending.

         E.       Assignor has not previously compromised the Proof of Claim
other than as reflected in the Stay Relief Agreement. Since December 2, 2002,
Assignor has received payments on account of, and has otherwise released, the
obligations owed by PEWC under the L/C Reimbursement Agreement and the claims
evidenced by the Proof of Claim in the aggregate amount of US$38,787,138.64.

         F.       To the knowledge of Assignor, there are no pending objections
to the Proof of Claim by the Debtor or any party in interest in the Bankruptcy
Case.

         G.       Assignor shall have delivered to Assignee a resolution of
Assignor's Board of Directors authorizing and approving this Assignment and the
execution of this Assignment on behalf of Assignor by the person whose signature
is affixed hereto.

         H.       Assignor has possession of the original stock certificates
representing the Pledged Stock (as defined in the Pledge Agreement) and original
of the stock powers in respect of such Pledged Stock as referenced in Section 8
hereof.

5.       REPRESENTATIONS AND WARRANTIES OF ASSIGNEE. The Assignee represents and
warrants to Assignor as follows:

         A.       Assignee has full power and authority to execute, deliver and
perform this Assignment in accordance with its terms, and the execution,
delivery and performance of this Assignment by Assignee have been duly
authorized by all necessary action of Assignee. This Assignment constitutes the
legal, valid and binding obligation of Assignee, enforceable against

                                        3

<PAGE>

Assignee in accordance with its terms, except as such enforceability may be
limited by (a) bankruptcy, insolvency, moratorium or other 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).

         B.       All consents, filings and authorizations required to be
obtained or made by Assignee and necessary for the execution, delivery and
performance of this Assignment have been obtained or made prior to the date
hereof, except for such consents, filing or authorizations required in
connection with the exercise of the rights and remedies under the Assigned
Assets in respect of the Pledged Stock (as defined in the Pledge Agreement).

         C.       Assignee is, and after giving effect to the transaction
contemplated hereby will be, solvent, in that the fair saleable value of
Assignee's assets is and will be greater than its liabilities.

         D.       Assignee does not, in the ordinary course of business or
otherwise, prepare or maintain financial statements with respect to its
business.

         E.       The information set forth in the Due Diligence Certification
(here in so called) of the Assignee dated on or about the date hereof and
delivered to Assignor in connection herewith is true, accurate and correct in
all material respects.

         F.       All funds to be used by Assignee to pay to Assignor the
consideration identified in Section 2 of this Assignment are funds (a) that are
and have been legitimately and lawfully acquired and are not direct or indirect
proceeds from any criminal or unlawful enterprise or activity in any
jurisdiction and (b) have not been received, directly or indirectly, from any
"Specially Designated National" or "Specially Designated Terrorist or Terrorist
Organization" as identified by the Office of Foreign Asset Control of the United
States Treasury Department or from any other person or entity that is prohibited
under the laws of any jurisdiction to which Assignee is or would be subject.

         G.       Neither Assignee nor any officer, director or shareholder of
Assignee has been identified by the Office of Foreign Asset Control of the
United States Treasury Department as a "Specially Designated National" or
"Specially Designated Terrorist or Terrorist Organization".

         H.       Except as provided herein, Assignee acknowledges and
recognizes that the Assigned Assets are sold "AS IS, WHERE IS" and that Assignor
makes no warranties or representations, whether written or oral, express or
implied, regarding the Assigned Assets.

         I.       Prior to making a decision regarding purchase of the Assigned
Assets, Assignee has conducted a due diligence investigation regarding the
advisability of entering into the Assignment, and other than the representations
made by Assignor herein, Assignee's decision to enter into the Assignment is not
be based upon any information provided by or representations of Assignor or any
of its affiliates or representatives.

                                       4

<PAGE>

         J.       Assignee acknowledges that (i) Assignor currently may have,
and later may come into possession of, information with respect to the Assigned
Assets, PEWC, the Debtors or any of their affiliates that is not known to
Assignee and that may be material to a decision to acquire the Assigned Assets
("Assignee Excluded Information"), (ii) Assignee has determined to purchase the
Assigned Assets notwithstanding its lack of knowledge of the Assignee Excluded
Information, and (iii) Assignor shall have no liability to Assignee, and
Assignee waives and releases any claims that it might have against Assignor or
any of Assignor's affiliates or representatives, whether under applicable
securities laws or otherwise, with respect to the nondisclosure of the Assignee
Excluded Information in connection with the transactions contemplated hereby;
provided, however, that the Assignee Excluded Information shall not and does not
affect the truth or accuracy of Assignor's representations or warranties in this
Agreement.

         K.       Assignee shall have delivered to Assignor (i) copies of
Assignee's Articles of Incorporation and Bylaws, each as in effect on the date
of closing, and (ii) a resolution of Assignee's Board of Directors authorizing
and approving this Assignment and the execution of this Assignment on behalf of
Assignee by the person whose signature is affixed hereto.

6.       PROOF OF CLAIM. Notwithstanding any other provision hereof, this
Assignment (together with any separate assignment forms required by law) shall,
and does, constitute the complete assignment, conveyance and transfer by
Assignor of the Proof of Claim. Assignor hereby irrevocably appoints Assignee as
its true and lawful attorney and authorizes Assignee to act in Assignor's stead,
to demand, sue for, compromise and recover all such amounts as now are, or may
hereafter become, due and payable for or on account of the Claim herein
assigned. Assignor grants unto Assignee full authority to do all things
necessary to enforce the claim and its rights thereunder pursuant to this
Assignment. Assignor agrees that the powers granted by this paragraph are
discretionary in nature and that Assignee may exercise or decline to exercise
such power at Assignee's sole option. Assignee shall have no obligation to take
any action to prove or defend the Claim's validity or amount in the proceedings
relating to the Bankruptcy Case. Assignor agrees to take such further action, at
its own expense, as may be necessary or desirable to effect the assignment of
the Claim and any payments or distributions on account of the Claim to Assignee
including, without limitation, the execution of appropriate transfer powers,
corporate resolutions and consents.

         Assignor agrees to use reasonable efforts to forward to Assignee all
notices received from Debtor, the Bankruptcy Court or any third party with
respect to the Claim assigned herein, provided that promptly after the
consummation of the transactions contemplated hereby, Assignee shall file the
evidence of transfer and a notice of appearance in the Bankruptcy Court.
Assignor further agrees that any distribution received by Assignor on account of
the Claim, whether in the form of cash, securities, instrument or any other
property, shall constitute property of Assignee to which Assignee has an
absolute right, and that Assignor will hold such property in trust, will provide
Assignee with prompt notice of the receipt of such property, and will promptly
deliver to Assignee any such property in the same form received, together with
any endorsements or documents necessary to transfer such property to Assignee,
upon written instructions of, and at the sole cost and expense of Assignee.

                                        5

<PAGE>

7.       EFFECT OF DISGORGEMENT. If Assignor is required to disgorge to PEWC,
any Debtor or any other person any payment previously received under or on
account of the L/C Reimbursement Agreement, the Security Documents, the Pledge
Agreement, the Stay Relief Agreement, the Order or the Claim, the rights of
Assignor arising therefrom shall not constitute Assigned Assets and shall remain
the sole property of Assignor, and Assignor shall be entitled to pursue any and
all such rights as it may deem appropriate in its sole discretion.

8.       NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered in person, by overnight courier or facsimile to the
respective parties as follows:

         If to Assignor:   Swiss Re Financial Products Corp
                           55 East 52nd Street
                           New York, New York 10055
                           Attention: Philip A. Lotz

                           O'Melveny & Myers LLP
                           30 Rockefeller Plaza
                           New York, New York 10112
                           Attention: Adam C. Harris, Esq.

         If to Assignee:   Mr. Tai-Sheng Lien
                           4th Fl., No. 69, Sec. 4
                           Hsing-Yi Road
                           Taipei, Taiwan

                           Baker & McKenzie
                           2300 Trammell Crow Center
                           2001 Ross Avenue
                           Dallas, Texas 75201
                           Attention: David Parham

         or to such other address as the person to whom notice is given may have
previously furnished to the other in writing in the manner set forth above
(provided that notice of any change of address shall be effective only upon
receipt thereof).

9.       PLEDGE DOCUMENTS. The Assignor hereby authorizes the Assignee to file
at any time hereafter such filings or statements under the Uniform Commercial
Code (including without the Assignor's signature) as may be necessary to reflect
in the public record the assignment of the security interests and liens
described in this Assignment. The Assignor will deliver such other statements or
documents as the Assignee may from time to time reasonably request to effectuate
or reflect of public record the assignment of such security interests and liens.
As of the date hereof and upon receipt of the payment of the amount required in
Section 2 of this Assignment, Assignor shall deliver to Assignee original stock
certificates representing the Pledged Stock (as

                                        6

<PAGE>

defined in the Pledge Agreement) of Asia Pacific Wire & Cable Corporation and
Laidlaw Global Corp. including those identified on Annex 1 hereto, together with
originals of all stock powers executed in blank.

10.      ENTIRE AGREEMENT. This Assignment and the other documents and
instruments executed in connection herewith, constitute a single transaction,
and shall be construed as one agreement. THIS ASSIGNMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

11.      GOVERNING LAW. THIS ASSIGNMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT
TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW
YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF
ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. Any legal action or
proceeding with respect to this Assignment will be brought in any New York state
or federal court sitting in the City of New York, County of New York, and, by
execution and delivery of this Assignment, the parties hereto hereby accept for
themselves generally and unconditionally, the jurisdiction of the aforesaid
courts. Each of the parties hereto hereby irrevocably waives any objection,
including, without limitation, any objection to the laying of venue or based on
the grounds of forum non conveniens, which it may now or hereafter have to the
bringing of any such action or proceeding in such jurisdiction.

12.      EXPENSES. All costs and expenses incurred in connection with the
transactions contemplated by this Assignment shall be paid by the party
incurring such expenses.

13.      PUBLIC ANNOUNCEMENT. Assignor and Assignee shall not issue any press
release concerning the existence of, or terms of, this Assignment, except with
the prior written consent of the other party or as required by law.

14.      COUNTERPARTS. This Assignment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.

15.      CONFIDENTIALITY. Assignor will maintain in confidence, and will cause
its respective directors, officers, employees, agents, and advisors to maintain
in confidence, any information set forth in the Due Diligence Certification,
unless (a) such information is already known to such party or to others not
bound by a duty of confidentiality or such information becomes publicly
available through no fault of such party, or (b) the furnishing or use of such
information is required by law.

                                       7

<PAGE>

         Executed and delivered as of the date indicated in the first sentence
of this Assignment.

                                         ASSIGNOR:

                                         SWISS RE FINANCIAL PRODUCTS CORPORATION

                                         BY: /s/
                                             -----------------------------------
                                         Name:
                                               ---------------------------------
                                         Title:
                                                --------------------------------

                                         ASSIGNEE:

                                         SET TOP INTERNATIONAL INC.

                                         BY: /s/ Tsai Fu-Chuan
                                             -----------------------------------
                                             Fu-Chuan Tsai
                                             Director

                                       8

<PAGE>

                                                                         ANNEX 1

<TABLE>
<CAPTION>
Issuer      Certificate Nos./     Registered Owner         Number of Shares
- -------     -----------------     ----------------     ------------------------
<S>         <C>                   <C>                  <C>
Laidlaw          LG0987                PUSIC           4,000,000 shares of
                                                       common stock, par value
                                                       $.00001 per share

Laidlaw          LG0988                PUSIC           1,427,989 shares of
                                                       common stock, par value
                                                       $.00001 per share

Laidlaw          LG1005                PUSIC           1,763,994 shares of
                                                       common stock, par value
                                                       $.00001 per share

Laidlaw          LG1028                PUSIC           1,000,000 shares of
                                                       common stock, par value
                                                       $.00001 per share

Laidlaw          LG1069                PUSIC           150,000 shares of common
                                                       stock, par value $.00001
                                                       per share

 APWC            AP2025                PUSA            6,976,666 shares of
                                                       common stock, par value
                                                       $.01 per share
</TABLE>

                                       9


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.B
<SEQUENCE>4
<FILENAME>c80290exv99wb.txt
<DESCRIPTION>AMENDED AND RESTATED LETTER OF CREDIT
<TEXT>
<PAGE>

                                                                       EXHIBIT B

                                                                [EXECUTION COPY]

- --------------------------------------------------------------------------------

                              AMENDED AND RESTATED
                  LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT

                                   dated as of

                                September 21, 2001

                                     between

                     PACIFIC ELECTRIC WIRE & CABLE CO., LTD.

                                       and

                     SWISS RE FINANCIAL PRODUCTS CORPORATION

- --------------------------------------------------------------------------------

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>                                                                          <C>
                                   ARTICLE I

                                  DEFINITIONS

SECTION 1.01. Defined Terms................................................    1
SECTION 1.02. Terms Generally. ............................................   14
SECTION 1.03. Accounting Terms; GAAP. .....................................   15

                                   ARTICLE II

                                  THE CREDITS

SECTION 2.01. The Letter of Credit. .......................................   15
SECTION 2.02. Letter of Credit Fee.........................................   17
SECTION 2.03. Repayment of the Loan; Evidence of Debt. ....................   18
SECTION 2.04. Prepayment of the Loan.......................................   19
SECTION 2.05. Interest.....................................................   19
SECTION 2.06. Alternate Rate of Interest...................................   20
SECTION 2.07. Termination or Reduction of the LC Exposure..................   21
SECTION 2.08. [Intentionally omitted]......................................   21
SECTION 2.09. Increased Costs..............................................   21
SECTION 2.10. Break Funding Payments.......................................   21
SECTION 2.11. Taxes........................................................   22
SECTION 2.12. Payments Generally...........................................   23
SECTION 2.13. PUSA Facility Agreement......................................   23

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

SECTION 3.01. Organization; Powers.........................................   24
SECTION 3.02. Authorization; Enforceability................................   24
SECTION 3.03. Governmental Approvals; No Conflicts.........................   24
SECTION 3.04. Financial Condition; No Material Adverse Change..............   25
SECTION 3.05. Properties. .................................................   25
SECTION 3.06. Litigation and Environmental Matters.........................   25
SECTION 3.07. Compliance with Laws and Agreements..........................   26
SECTION 3.08. Taxes........................................................   26
SECTION 3.09. Disclosure...................................................   26
SECTION 3.10. Use of Credit................................................   26
SECTION 3.11. Material Agreements and Liens................................   26
SECTION 3.12. Subsidiaries and Investments.................................   27
SECTION 3.13. Legal Form...................................................   27
SECTION 3.14. Ranking......................................................   27
SECTION 3.15. Commercial Activity; Absence of Immunity.....................   28
SECTION 3.16. Investment Company Status....................................   28
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>                                                                          <C>
SECTION 3.17. PUSA and PUSIC...............................................   28
SECTION 3.18. Burdensome Restrictions......................................   28

                                   ARTICLE IV

                                   CONDITIONS

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

SECTION 5.01. Financial Statements and Other Information...................   31
SECTION 5.02. Notices of Material Events. .................................   33
SECTION 5.03. Existence; Conduct of Business...............................   33
SECTION 5.04. Payment of Obligations.......................................   33
SECTION 5.05. Maintenance of Properties; Insurance.........................   34
SECTION 5.06. Books and Records; Inspection Rights.........................   34
SECTION 5.07. Compliance with Laws.........................................   34
SECTION 5.08. Collateral...................................................   34
SECTION 5.09. PUSA. .......................................................   34
SECTION 5.10. Further Assurances...........................................   35
SECTION 5.11. Governmental Approvals.......................................   35

                                   ARTICLE VI

                               NEGATIVE COVENANTS

SECTION 6.01. Indebtedness.................................................   35
SECTION 6.02. Liens........................................................   37
SECTION 6.03. Fundamental Changes..........................................   38
SECTION 6.04. Investments..................................................   39
SECTION 6.05. Restricted Payments..........................................   39
SECTION 6.06. Transactions with Affiliates.................................   39
SECTION 6.07. Subordinated Indebtedness....................................   39
SECTION 6.08. Modifications of Certain Documents...........................   40

                                   ARTICLE VII

                                EVENTS OF DEFAULT

SECTION 7.01. Events of Default............................................   40
SECTION 7.02. Cash Collateral in Respect of LC Exposure....................   42
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>                                                                          <C>
                                  ARTICLE VIII

                                  MISCELLANEOUS
SECTION 8.01. Notices. ....................................................   43
SECTION 8.02. Waivers; Amendments. ........................................   44
SECTION 8.03. Expenses; Indemnity; Damage Waiver...........................   44
SECTION 8.04. Successors and Assigns.......................................   45
SECTION 8.05. Survival. ...................................................   46
SECTION 8.06. Counterparts; Integration; Effectiveness. ...................   46
SECTION 8.07. Severability. ...............................................   47
SECTION 8.08. Right of Setoff..............................................   47
SECTION 8.09. Governing Law; Jurisdiction; Service of Process; Etc. .......   47
SECTION 8.10. WAIVER OF JURY TRIAL.........................................   48
SECTION 8.11. No Immunity..................................................   48
SECTION 8.12. Judgment Currency............................................   48
SECTION 8.13. Use of English Language......................................   49
SECTION 8.14. Headings.....................................................   49
SECTION 8.15. Treatment of Certain Information; Confidentiality............   49
</TABLE>

                             SCHEDULES and EXHIBITS

SCHEDULE I      -  Material Agreements and Liens
SCHEDULE II     -  Litigation
SCHEDULE III    -  Subsidiaries and Investments

EXHIBIT A       -  Form of Letter of Credit
EXHIBIT B       -  Form of Process Agent Acceptance
EXHIBIT C-1     -  Copy of Pledge Agreement
EXHIBIT C-2     -  Form of Amendment No. 1 to the Pledge Agreement
EXHIBIT D       -  Form of Solvency Certificate

                                      -iii-
<PAGE>

                  AMENDED AND RESTATED LETTER OF CREDIT AND REIMBURSEMENT
AGREEMENT dated as of September 21,2001, between PACIFIC ELECTRIC WIRE & CABLE
CO., LTD., a Taiwanese corporation (the "Borrower"), and SWISS RE FINANCIAL
PRODUCTS CORPORATION, a Delaware corporation (the "Lender").

                  The Borrower requested that the Lender extend credit to it or
for its account by issuing a letter of credit to provide credit support in favor
of lenders in respect of certain term loan obligations of Pacific USA Holdings
Corp., a Texas corporation ("PUSA"). In connection therewith, the Borrower and
the Lender entered into the Letter of Credit and Reimbursement Agreement dated
as of September 1, 2000 (the "Existing LC Agreement") under which the Lender
issued for account of the Borrower a standby letter of credit in favor of
Coperatieve Centrale Raiffeisen Boerenleenbank B.A. ("Rabobank"), as agent for
such lenders. The Borrower has requested certain amendments and modifications to
the Existing LC Agreement, including that, upon cancellation of the existing
letter of credit in favor of Rabobank, a new standby letter of credit be issued
in favor of the PUSA Facility Agent (as hereinafter defined), as security agent
for a separate syndicate of lenders, to provide credit support for such lenders
in respect of certain obligations of PUSA under the PUSA Facility Agreement (as
hereinafter defined).

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the parties hereto hereby
agree, effective as of the Effective Date (as hereinafter defined), that the
Existing LC Agreement shall be amended and restated to read in its entirety as
set forth below and otherwise as follows:

                                   ARTICLE I

                                  DEFINITIONS

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

                  "Adjusted EBIT" means, for any Person in respect of any
period, (i) the sum of (a) Net Income plus (b) Tax Expense plus (c) Interest
Expense plus (d) Net Current Assets Decrease Amount minus (ii) the sum of (a)
Tax Benefit plus (b) Net Current Assets Increase Amount, for such Person and its
Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP) in respect of such period.

                  "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.

                  "Amendment No. 1 to the Pledge Agreement" means Amendment No.
1 to the Pledge Agreement substantially in the form of Exhibit C-2 hereto dated
as of the Effective Date among the Borrower, PUSA, PUSIC and the Lender.

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 2 -

                  "Applicable Rate" means:

                  (a) with respect to the day that the Initial LC Disbursement
         is made, (x) 4.50% per annum, in the event that an Event of Default or
         a PUSA Facility Event has occurred and is continuing on (i) any date on
         or within five Business Days before or after the date that the Lender
         shall have issued a notice of termination of the Letter of Credit to
         the beneficiary thereof, (ii) the Presentation Date under (and as
         defined in) the Letter of Credit and/or (iii) the date that the Initial
         LC Disbursement is made, and (y) 0.65% per annum, in any other event;
         and

                  (b) with respect to any day after the Initial LC Disbursement
         is made, (x) 4.50% per annum, in the event that (i) an Event of Default
         and/or a PUSA Facility Event has occurred and is continuing on the day
         that the Initial LC Disbursement is made (whether or not such Event of
         Default and/or PUSA Facility Event is continuing after such day) or
         (ii) an Event of Default and/or a PUSA Facility Event occurs on any day
         after the day that the Initial LC Disbursement is made (whether or not
         such Event of Default and/or PUSA Facility Event is continuing), and
         (y) 0.65% per annum, in any other event.

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

                  "Business Day" means any day other than Saturday, Sunday or a
day on which commercial banks are authorized to close (and are generally
closed), or are required to close, in London, New York City, Hong Kong or
Zurich.

                  "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.

                  "Cash Collateral" means Dollars and/or instruments described
in clause (b)(i) of the definition of "Stipulated Value" in this Section 1.01.

                  "Change in Control" means the direct or indirect ownership by
one Person, or by two or more Persons that are Affiliates of one another, of
more than 50% of the Voting Shares of the Borrower or of PUSA, which Person or
Persons do not own any Voting Shares of the Borrower or PUSA, respectively, on
the date hereof.

                  "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 the Lender 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.

                  "Collateral Account" has the meaning assigned to such term in
Section 2.04 of the Pledge Agreement.

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 3 -

                  "Consolidated Tangible Net Assets" means, for any Person as at
any date, the sum for such Person and its Subsidiaries (determined on a
consolidated basis without duplication in accordance with GAAP), of the
following:

                  (a) the amount of capital stock; plus

                  (b) the amount of surplus and retained earnings (or, in the
         case of a surplus or retained earnings deficit, minus the amount of
         such deficit); minus

                  (c) the sum of the following: cost of treasury shares and the
         book value of all assets that should be classified as intangibles and
         deferred assets (without duplication of deductions in respect of items
         already deducted in arriving at surplus and retained earnings) but in
         any event including goodwill, minority interests, research and
         development costs, trademarks, trade names, copyrights, patents and
         franchises, unamortized debt discount and expense, all reserves and any
         write-up in the book value of assets resulting from a revaluation
         thereof subsequent to June 30, 2000; minus

                  (d) the Pledged Assets Stipulated Value Amount as of such
         date.

                  "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.

                  "Debt Coverage Ratio" means, for any Person on any date of
determination, the ratio of (i) Adjusted EBIT of such Person and its
Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP) for the then most recently ended calendar quarter to (ii)
Interest Bearing Indebtedness of such Person and its Subsidiaries (determined on
a consolidated basis without duplication in accordance with GAAP) as at the end
of such calendar quarter.

                  "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
reimbursement obligation in respect of an LC Disbursement, any principal of the
Loan or any other amount under this Agreement or any other Loan Document is not
paid when due, each successive period as the Lender shall from time to time
choose; provided that (a) no such period shall exceed three months' duration and
(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.

                  "Deferred Payment Obligation" has the meaning assigned to such
term in the Letter of Credit.

                  "Disclosed Matters" means the actions, suits and proceedings
disclosed in Schedule II.

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

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 4 -

                  "Domestic Issuer" means any Person organized under the laws of
any jurisdiction within 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
8.02).

                  "Eligible Collateral" means one or more of the instruments
described in the definition of "Stipulated Value" in this Section 1.01 (but
shall not in any event include the Laidlaw Shares).

                  "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.

                  "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

                  "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.

                  "Eurodollar Rate" means, with respect to the Loan for any
Interest Period therefor:

                  (a) the arithmetic mean, as calculated by the Lender, of the
         respective rates per annum (rounded upwards, if necessary, to the
         nearest 1/16 of 1%) of the offered rates appearing on the Screen at
         approximately 11:00 a.m. London time (or as soon thereafter as
         practicable) two Business Days prior to the first day of such Interest
         Period as LIBOR for deposits denominated in Dollars having a term of
         one month; or

                  (b) if the Screen shall cease to report such LIBOR or, in the
         reasonable judgment of the Lender, shall cease accurately to reflect
         such LIBOR (as reported by any publicly available source of similar
         market data selected by the Lender that, in the reasonable judgment of
         the Lender, accurately reflects such LIBOR), the Eurodollar Rate means,
         with respect to the Loan for any Interest Period, such LIBOR as shall
         be published in The Wall Street Journal two Business Days prior to the
         first day of such Interest Period (provided, that if The Wall Street
         Journal does not or shall have ceased to publish such rate at such
         time, the Lender shall select in place thereof a recognized publication
         that publishes such rate at such time); or

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 5 -

                  (c) if the Lender is unable to determine the Eurodollar Rate
         in the manner provided in clause (a) or (b) above, the Eurodollar Rate
         for the next following Interest Period shall be the Eurodollar Rate as
         determined on the previous date of determination thereof by the Lender.

                  "Event of Default" has the meaning assigned to such term in
Section 7.01.

                  "Excluded Taxes" means, with respect to the 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 the Lender, in which its applicable lending office
is located and (b) any branch profits taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction described in clause
(a) in which the Borrower is located.

                  "Fee Letter" means the letter dated the Effective Date from
the Lender to the Borrower and agreed to by the Borrower, in respect of the
Letter of Credit Fee.

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

                  "Foreign Issuer" means a Person organized under the laws of
any jurisdiction outside of the United States of America.

                  "GAAP" means generally accepted accounting principles,
consistently applied (1) in the case of the Borrower, in Taiwan and (2) in the
case of PUS A or Laidlaw, in the United States of America.

                  "Governmental Authority" means the government of the United
States of America, of Taiwan, 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 (including
any federal or other association of or with which any such nation may be a
member or associated) 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.

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 6 -

                  "Hazardous Materials" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

                  "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 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.

                  "Initial LC Disbursement" means the first payment, if any,
made by or on behalf of the Lender pursuant to the Letter of Credit to or at the
direction of the beneficiary thereof.

                  "Interest Bearing Indebtedness" means, as at any date for any
Person, all Indebtedness of such Person that bears interest as of the most
recently ended calendar quarter.

                  "Interest Coverage Ratio" means, as at any date of
determination for any Person, the ratio of (i) Adjusted EBIT of such Person and
its Subsidiaries (on a consolidated basis without duplication in accordance with
GAAP) for the calendar quarter then most recently ended to (ii) Interest Expense
of such Person and its Subsidiaries (on a consolidated basis without duplication
in accordance with GAAP) for such calendar quarter.

                  "Interest Expense" means, for the Borrower and its
Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP) for any period, the sum of the aggregate amount of
interest in respect of Indebtedness (including without limitation the interest
component of any payments in respect of Capital Lease Obligations) accrued or
capitalized during such period (whether or not actually paid during such
period).

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 7 -

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

                  "Interest Period" means, for the Loan, initially, the period
commencing on the date on which the Loan is deemed to have been made by the
Lender to the Borrower in accordance with Section 2.01 (b) and ending on the
numerically corresponding day in the calendar month that is one month thereafter
and, thereafter, each Interest Period shall commence on the last day of the
immediately preceding Interest Period and end on the numerically corresponding
day in the calendar month that is one month thereafter; 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 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
that would otherwise end in a month in which the Maturity Date falls shall end
on the Maturity Date.

                  "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.

                  "Laidlaw Shares" means 8,341,983 common shares of the capital
stock of Laidlaw Global Corp., a Delaware corporation, together with any and all
other shares of Laidlaw Global Corp. held by the Lender from time to time
pursuant to the Pledge Agreement.

                  "Laidlaw Shares Book Value" means the book value of the
Laidlaw Shares as determined from time to time in accordance with GAAP.

                  "Laidlaw Shares Market Value" means the fair market value of
the Laidlaw Shares as determined from time to time in accordance with GAAP.

                  "LC Disbursement" means any payment made by or on behalf of
the Lender pursuant to the Letter of Credit to or at the direction of the
beneficiary thereof.

                  "LC Exposure" means, at any time, the sum equal to the maximum
amount permitted to be drawn under the Letter of Credit, plus the maximum amount
payable in respect of Deferred Payment Obligations thereunder, at such time
(assuming satisfaction of all conditions to drawing and payment contained
therein).

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 8 -

                  "Lender's Account" means such account as the Lender may
designate in a notice to the Borrower.

                  "Letter of Credit" means the letter of credit issued pursuant
to this Agreement in substantially the form of Exhibit A.

                  "Letter of Credit Documents" means, with respect to the Letter
of Credit, collectively, any application therefor and any other agreements,
instruments, guarantees or other documents governing or providing for (a) the
rights and obligations of the parties concerned or at risk with respect to the
Letter of Credit or (b) any collateral security for any of such obligations,
each as the same may be modified and supplemented and in effect from time to
time.

                 "Letter of Credit Fee" has the meaning assigned to such term in
Section 2.02.

                  "LIBOR" means the rate quoted by leading banks in the London
interbank market for the offering of deposits denominated in Dollars.

                  "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
Letter of Credit Documents, the Security Documents, and each agreement or other
instrument executed in connection with each thereof.

                  "Loan" has the meaning set forth in Section 2.01(b).

                  "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 and its Subsidiaries taken as a whole, (b) the
ability of the Borrower, PUSA or PUSIC 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 Lender under this Agreement or any of
the other Loan Documents.

                  "Material Indebtedness" means Indebtedness (other than the
Loan, the Letter of Credit or the loans made to PUSA pursuant to the PUSA
Facility Agreement), or obligations in respect of one or more Hedging
Agreements, of any one or more of the Borrower and its Subsidiaries in an
aggregate principal amount exceeding $1,000,000. For purposes of determining
Material Indebtedness, the "principal amount" of the obligations of any Person
in respect of any Hedging Agreement at any time shall be the maximum aggregate
amount (giving effect to any netting agreements) that such Person would be
required to pay if such Hedging Agreement were terminated at such time (to the
extent the same are enforceable in the relevant jurisdictions).

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 9 -

                  "Maturity Date" has the meaning assigned to such term in
Section 2.03(a).

                  "Moody's" means Moody's Investors Service, Inc., or any
successor by merger or consolidation to its business.

                  "Net Current Assets Decrease Amount" means, for any Person in
respect of any period, the excess, if any, of (i) the sum of (a) current assets
plus (b) the principal amount of Interest Bearing Debt having a maturity less
than one year from the last day of the immediately preceding period less the sum
of (x) the amount of cash, (y) the market value of marketable securities and (z)
the principal amount of current liabilities, calculated as of the last day of
such immediately preceding period, over (ii) the sum of (a) current assets plus
(b) the principal amount of Interest Bearing Debt having a maturity less than
one year from the last day of the current period less the sum of (x) the amount
of cash, (y) the market value of marketable securities and (z) the principal
amount of current liabilities, calculated as of the last day of the current
period, held by such Person, determined in accordance with GAAP.

                  "Net Current Assets Increase Amount" means, for any Person in
respect of any period, the excess, if any, of (i) the sum of (a) current assets
plus (b) the principal amount of Interest Bearing Debt having a maturity less
than one year from the last day of the current period less the sum of (x) the
amount of cash, (y) the market value of marketable securities and (z) the
principal amount of current liabilities, calculated as of the last day of the
current period over (ii) the sum of (a) current assets plus (b) the principal
amount of Interest Bearing Debt having a maturity less than one year from the
last day of the immediately preceding period less the sum of (x) the amount of
cash, (y) the market value of marketable securities and (z) the principal amount
of current liabilities, calculated as of the last day of the immediately
preceding period, held by such Person, determined in accordance with GAAP.

                  "Net Income" means, for any period in respect of any Person,
net income of such Person and its Subsidiaries for such period (determined on a
consolidated basis without duplication in accordance with GAAP).

                  "OECD" means the Organization for Economic Cooperation and
Development.

                  "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.

                  "Permitted Encumbrances" means:

                  (a) Liens imposed by law for taxes that are not yet due or are
         being contested in compliance with clauses (a), (b) and (c) of 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
         clauses (a), (b) and (c) of Section 5.04;

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                    - 10 -

                  (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) cash deposits to secure the performance of bids, trade
         contracts, leases, statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature, in each case
         in the ordinary course of business;

                  (e) judgment liens in respect of judgments that do not
         constitute an Event of Default under Section 7.01(k); and

                  (f) easements, zoning restrictions, rights-of-way and similar
         encumbrances on real property imposed by law or arising in the ordinary
         course of business that do not secure any monetary obligations and do
         not materially detract from the value of the affected property or
         interfere with the ordinary conduct of business of the Borrower or any
         Subsidiary;

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

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

                  "Pledge Agreement" means the Pledge Agreement dated as of
September 1, 2000 among the Borrower, PUSA, PUSIC and the Lender, a copy of
which is attached as Exhibit C-l hereto, as the same shall be modified and
supplemented and in effect from time to time, including Amendment No. 1 to the
Pledge Agreement.

                  "Pledged Assets Stipulated Value Amount" means, on any date of
determination, the Stipulated Value of all Eligible Collateral pledged pursuant
to the Pledge Agreement plus the Laidlaw Shares Market Value on such date.

                  "Process Agent" has the meaning assigned to such term in
Section 8.09(c).

                  "Process Agent Acceptance" means a letter from the Process
Agent to the Lender, substantially in the form of Exhibit B.

                  "PUSA Credit Documentation" means, collectively, the PUSA
Facility Agreement and all other documentation and instruments executed in
connection therewith.

                  "PUSA Facility Agent" means Standard Chartered Bank, Hong Kong
Branch, in its capacity as security agent under the PUSA Facility Agreement and
any successor security agent appointed pursuant to the PUSA Facility Agreement.

                  "PUSA Facility Agreement" means the Term Facility Agreement
dated as of September 21, 2001 among PUSA, the Lender, the PUSA Lenders,
Standard Chartered Bank and Standard Chartered Bank, Hong Kong Branch, in its
capacity as the PUSA Facility Agent and as agent thereunder, providing for loans
to be made by said lenders to PUSA in an aggregate principal amount of up to
$120,000,000, as the same shall be modified and supplemented and in effect from
time to time.

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 11 -

                  "PUSA Facility Event" means each Event of Default and Special
Termination Event under (and as defined in) the PUSA Facility Agreement.

                  "PUSA Lenders" means the lenders from time to time party to
the PUSA Facility Agreement.

                  "PUSIC" means PUSA Investment Company, a Nevada corporation.

                  "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.

                  "Required Collateral Amount" at any time and from time to time
means the greatest of the following amounts:

                  (a) at any time that the Consolidated Tangible Net Assets of
         PUSA plus 70% of the Laidlaw Shares Market Value minus the Laidlaw
         Shares Book Value shall be less than $150,000,000, an amount equal to
         (i) $150,000,000 minus (ii) the Consolidated Tangible Net Assets of
         PUSA at such time;

                  (b) at any time that the Consolidated Tangible Net Assets of
         the Borrower shall be less than $850,000,000, an amount equal to (i)
         the excess, if any, of (x) $850,000,000 over (y) the Consolidated
         Tangible Net Assets of the Borrower at such time, multiplied by (ii)
         0.50;

                  (c) at any time that the Interest Coverage Ratio of the
         Borrower shall be less than 1.4 to 1, an amount equal to (i) the
         excess, if any, of (x) 1.4 over (y) the Interest Coverage Ratio of the
         Borrower multiplied by (ii) 5/7 multiplied by (iii) the sum of the LC
         Exposure at such time plus the aggregate principal amount of the Loan
         outstanding at such time, together with all accrued and unpaid interest
         thereon;

                  (d) at any time that the ratio of Total Liabilities of the
         Borrower to Total Shareholders' Equity of the Borrower shall exceed 1.8
         to 1, an amount equal to (i) the excess, if any, of (x) the result
         obtained by dividing such Total Liabilities by such Total Shareholders'
         Equity over (y) 1.8 multiplied by (ii) 4 multiplied by (iii) the sum of
         the LC Exposure at such time plus the aggregate principal amount of the
         Loan outstanding at such time, together with all accrued and unpaid
         interest thereon;

                  (e) at any time that the Debt Coverage Ratio of the Borrower
         shall be less than 0.1 to 1, an amount equal to (i) the excess, if any,
         of (x) 0.1 over (y) such Debt Coverage Ratio multiplied by (ii) 10
         multiplied by (iii) the sum of the LC Exposure at such time plus the
         aggregate principal amount of the Loan outstanding at such time,
         together with all accrued and unpaid interest thereon;

                  (f) at any time that a Change in Control shall have occurred,
         an amount equal to the sum of the LC Exposure at such time plus the
         aggregate principal amount of the Loan outstanding at such time,
         together with all accrued and unpaid interest thereon; and

                  (g) at any time, zero;

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 12 -

provided that the Required Collateral Amount shall at no time exceed the sum of
the LC Exposure at such time plus the aggregate principal amount of the Loan
outstanding at such time, together with all accrued and unpaid interest thereon.

                  "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.

                  "Security Documents" means, collectively, the Pledge Agreement
and all Uniform Commercial Code financing statements required by the Pledge
Agreement to be filed with respect to the security interests created pursuant to
the Pledge Agreement.

                  "Screen" means the relevant display page as determined by the
Lender of the Telerate Service of Bridge Information Services, on which LIBOR
appears.

                  "S&P" means Standard & Poor's Ratings Service, a division of
The McGraw-Hill Companies, Inc., or any successor by merger or consolidation to
its business.

                  "Stipulated Value" means, for each of the following
instruments issued other than by the Borrower or an Affiliate thereof, the
stated percentage of (x) in the case of Dollars, the face amount thereof, and
(y) in the case of any instrument described below in paragraph (b), (c), (d) or
(e) of this definition, the market value thereof as determined from time to time
in accordance with GAAP:

                  (a) Dollars: 100%;

                  (b) direct general obligations of, or obligations fully and
         unconditionally guaranteed as to the timely payment of principal and
         interest by, the United States or any agency or instrumentality thereof
         (but excluding any such obligations whose terms do not provide for
         payment of a fixed Dollar amount upon maturity or call for redemption)
         (i) having maturities of not more than one year from the date of pledge
         to the Lender: 100%; (ii) having maturities of more than one year and
         not more than five years from the date of pledge to the Lender: 98%;
         (iii) having maturities of more than five years and not more than ten
         years from the date of pledge to the Lender: 96%; and (iv) having
         maturities of more than ten years from the date of pledge to the
         Lender: 90%;

                  (c) obligations of any Person which is a Domestic Issuer
         (other than obligations described in paragraph (b) above), but
         excluding any such obligations whose terms do not provide for payment
         of a fixed Dollar amount upon maturity or call for redemption, (X)
         rated "AAA" by S&P and "Aaa" by Moody's (i) having maturities of not
         more than one year from the date of pledge to the Lender: 98%; (ii)
         having maturities of more than one year and not more than five years
         from the date of pledge to the Lender: 96%; (iii) having maturities of
         more than five years and not more than ten years from the date of
         pledge to the Lender: 94%; and (iv) having maturities of more than ten
         years from the

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 13 -

         date of pledge to the Lender: 86%; (Y) rated "AA" by S&P and "Aa2" by
         Moody's (i) having maturities of not more than one year from the date
         of pledge to the Lender: 96%; (ii) having maturities of more than one
         year and not more than five years from the date of pledge to the
         Lender: 94%; (iii) having maturities of more than five years and not
         more than ten years from the date of pledge to the Lender: 91%; and
         (iv) having maturities of more than ten years from the date of pledge
         to the Lender: 80%; and (Z) rated "A" by S&P and "A2" by Moody's (i)
         having maturities of not more than one year from the date of pledge to
         the Lender: 94%; and (ii) having maturities of more than one year and
         not more than five years from the date of pledge to the Lender: 90%;

                  (d) obligations of any Person which is a Foreign Issuer, but
         excluding any such obligations whose terms do not provide for payment
         of a fixed Dollar amount upon maturity or call for redemption, (X)
         rated "AAA" by S&P and "Aaa" by Moody's (i) having maturities of not
         more than one year from the date of pledge to the Lender: 98%; (ii)
         having maturities of more than one year and not more than five years
         from the date of pledge to the Lender: 96%; (iii) having maturities of
         more than five years and not more than ten years from the date of
         pledge to the Lender: 94%; and (iv) having maturities of more than ten
         years from the date of pledge to the Lender: 86%; and (Y) rated "AA" by
         S&P and "Aa2" by Moody's (i) having maturities of not more than one
         year from the date of pledge to the Lender: 96%; (ii) having maturities
         of more than one year and not more than five years from the date of
         pledge to the Lender: 94%; (iii) having maturities of more than five
         years and not more than ten years from the date of pledge to the
         Lender: 91%; and (iv) having maturities of more than ten years from the
         date of pledge to the Lender: 80%; and

                  (e) commercial paper providing for payment of a fixed Dollar
         amount upon maturity and having an original maturity of not more than
         270 days which is rated "A1" or higher by S&P and "Prime-1" by Moody's
         (i) issued by a Domestic Issuer: 95%; or (ii) issued by a Foreign
         Issuer: 92%.

                  "Subordinated Indebtedness" means all Indebtedness (i) for
which the Borrower is directly and primarily liable, (ii) in respect of which
none of its Subsidiaries is contingently or otherwise obligated and (iii) that
is subordinated to the obligations of the Borrower to reimburse LC Disbursements
and pay principal of and interest on the Loan hereunder on terms, and pursuant
to documentation containing other terms (including interest, amortization,
covenants and events of default), in form and substance satisfactory to the
Lender.

                  "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.

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 14 -

                  "Tax Benefit" means, for any Person in respect of any period,
the excess, if any, of (i) Net Income over (ii) earnings before tax (but after
all other items), as determined in respect of such Person for such period in
accordance with GAAP.

                  "Tax Expense" means, for any Person in respect of any period,
the excess, if any, of (i) earnings before tax (but after all other items), as
determined in accordance with GAAP, over (ii) Net Income of such Person in
respect of such period.

                  "Taxes" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings (including interest thereon
and additions and penalties with respect thereto) imposed by any Governmental
Authority.

                  "Total Liabilities" means, as at any date, in respect of any
Person, the sum, for such Person and its Subsidiaries (determined on a
consolidated basis without duplication in accordance with GAAP), of the
following: (a) all Indebtedness and (b) all other liabilities that should be
classified as liabilities on a balance sheet, including all reserves (other than
general contingency reserves) and all deferred taxes and other deferred items.

                  "Total Shareholder' Equity" means, as at any date, in respect
of any Person, the sum, for such Person and its Subsidiaries (determined on a
consolidated basis without duplication in accordance with GAAP), of total
shareholders' equity thereof as reported in the then most recent financial
statements delivered or required to be delivered pursuant to Section 5.01.

                  "Transactions" means the execution, delivery and performance
by the Borrower of this Agreement and by the Borrower, PUSA and PUSIC of the
other Loan Documents, the issuance of the Letter of Credit, the borrowing of the
Loan and the use of the proceeds thereof.

                  "Voting Shares" of a Person means shares of capital stock of
or other ownership interests in such Person having power to vote for the
election of directors or similar officials of such Person (other than such
shares or interests having such power only by reason of the happening of a
contingency).

                  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, (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,

                  Letter of Credit and Reimbursement Agreement
<PAGE>

                                     - 15 -

including cash, securities, accounts and contract rights and (f) an Event of
Default or a PUSA Facility Event is "continuing" for purposes hereof if it has
not been waived by the Lender in accordance herewith (in the case of an Event of
Default) or the required parties under, and in accordance with, the PUSA
Facility Agreement (in the case of a PUSA Facility Event).

                  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 Lender 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 Lender notifies the Borrower that the
Lender requests 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 and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith. To enable the ready and consistent
determination of compliance with the covenants set forth in Articles V and VI,
the Borrower will not change the last day of its fiscal year from December 31,
or the last days of the first three fiscal quarters in each of its fiscal years
from March 31, June 30 and September 30, respectively.

                                   ARTICLE II

                                  THE CREDITS

                  SECTION 2.01. The Letter of Credit.

                  (a) Issuance. Subject to the terms and conditions set forth
herein, the Lender hereby agrees to issue, on the Effective Date, the Letter of
Credit for the account of the Borrower. No other letter of credit shall be
issued pursuant hereto.

                  (b) Reimbursement; Loan. If the Lender shall make the Initial
LC Disbursement in respect of the Letter of Credit, then the Initial LC
Disbursement shall, for all purposes of this Agreement, constitute a loan (the
"Loan") made by the Lender to the Borrower on the date that the Initial LC
Disbursement shall have been made by the Lender, such Loan being in a principal
amount equal to the amount of the Initial LC Disbursement. The Loan shall bear
interest and be repaid by the Borrower in accordance with the terms and
conditions set forth herein. If the Lender shall make any LC Disbursement (other
than the Initial LC Disbursement) in respect of the Letter of Credit, the
Borrower shall reimburse the Lender in respect of such LC Disbursement by paying
to the Lender an amount equal to such LC Disbursement not later than at the
time, on the date, that the Lender make such LC Disbursement, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower.

                  (c) Lending From Branches and Affiliates. The Lender at its
option may make an LC Disbursement by causing any domestic or foreign branch or
Affiliate of the Lender to make such LC Disbursement; provided that any exercise
of such option shall not affect the obligation of the Borrower to reimburse LC
Disbursements and repay the Loan and interest thereon in accordance with the
terms of this Agreement.

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 16 -

                  (d) Obligations Absolute. The Borrower's obligations to repay
the principal amount of the Loan, together with interest thereon, and to
reimburse LC Disbursements as provided in paragraph (b) of this Section, shall
be absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever, and irrespective of (i) any lack of validity or enforceability of
the Letter of Credit, or any term or provision therein, (ii) any draft or other
document presented under the Letter of Credit proving to be forged, fraudulent
or invalid in any respect or any statement therein being untrue or inaccurate in
any respect, (iii) payment by the Lender under the Letter of Credit against
presentation of a draft or other document that does not comply strictly with the
terms of the Letter of Credit, and (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of the
Borrower's obligations hereunder.

                  Neither the Lender nor any of its Related Parties shall have
any liability or responsibility by reason of or in connection with the issuance
or transfer of the Letter of Credit by the Lender or any payment or failure to
make any payment thereunder (irrespective of any of the circumstances referred
to in the preceding sentence), or any error, omission, interruption, loss or
delay in transmission or delivery of any draft, notice or other communication
under or relating to the Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the Lender; provided
that the foregoing shall not be construed to excuse the Lender from liability to
the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by
the Lender's gross negligence or willful misconduct when determining whether
drafts and other documents presented under the Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that:

                  (i) the Lender may accept documents that appear on their face
         to be in substantial compliance with the terms of the Letter of Credit
         without responsibility for further investigation, regardless of any
         notice or information to the contrary, and may make payment upon
         presentation of documents that appear on their face to be in
         substantial compliance with the terms of the Letter of Credit;

                  (ii) the Lender shall have the right, in its sole discretion,
         to decline to accept such documents and to make such payment if such
         documents are not in strict compliance with the terms of the Letter of
         Credit; and

                  (iii) this sentence shall establish the standard of care to be
         exercised by the Lender when determining whether drafts and other
         documents presented under the Letter of Credit comply with the terms
         thereof (and the parties hereto hereby waive, to the extent permitted
         by applicable law, any standard of care inconsistent with the
         foregoing).

                  (e) Disbursement Procedures. The Lender shall, within a
reasonable time following its receipt thereof, examine all documents purporting
to represent a demand for payment under the Letter of Credit. The Lender shall
promptly after such examination notify the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Lender has made or will
make an LC Disbursement thereunder; provided that any failure to give or delay
in giving such notice shall not relieve the Borrower of any of its obligations
hereunder

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 17 -

whatsoever, including its obligations to reimburse the LC Disbursements and
repay the Loan and interest thereon in accordance herewith.

                  (f) Termination of Letter of Credit. The Lender may terminate
the Letter of Credit, and/or accelerate the Deferred Payment Obligations, at any
time in its sole discretion (for any reason or for no reason) in accordance with
its terms, provided that any failure to terminate and/or accelerate shall not
relieve the Borrower any of its obligations hereunder whatsoever, including its
obligations to reimburse the LC Disbursements, provide cover for the LC Exposure
and repay the Loan and interest thereon in accordance herewith.

                  SECTION 2.02. Letter of Credit Fee. The Borrower agrees to pay
to the Lender a letter of credit fee (the "Letter of Credit Fee") in an amount
equal to $150,000, which fee shall be payable on the Effective Date. The Letter
of Credit Fee shall be paid to the Lender in immediately available funds and
shall be subject to the terms of the Fee Letter.

                  SECTION 2.03. Repayment of the Loan; Evidence of Debt.

                  (a) Repayment. The Borrower hereby unconditionally promises to
pay to the Lender the outstanding principal amount of the Loan, together with
all accrued and unpaid interest thereon and all other amounts due hereunder, on
the following date (the "Maturity Date"):

                           (i) subject to clause (ii) or (iii) of this Section
         2.03(a) (as applicable), June 3, 2005;

                           (ii) subject to clause (iii) of this Section 2.03(a),
         the date that is 180 days after the date that the Initial LC
         Disbursement is made, in the event that a PUSA Facility Event has
         occurred and is continuing on (x) any date on or within five Business
         Days before or after the date that the Lender shall have issued a
         notice of termination of the Letter of Credit to the beneficiary
         thereof, (y) the Presentation Date under (and as defined in) the Letter
         of Credit and/or (z) the date that the Initial LC Disbursement is made;
         and

                           (iii) the date (and immediately at the time) that the
         Initial LC Disbursement is made, (A) in the event that an Event of
         Default has occurred and is continuing on (x) any date on or within
         five Business Days before or after the date that the Lender shall have
         issued a notice of termination of the Letter of Credit to the
         beneficiary thereof, (y) the Presentation Date under (and as defined
         in) the Letter of Credit and/or (z) the date that the Initial LC
         Disbursement is made (in each case regardless of whether a PUSA
         Facility Event has occurred and is continuing) or (B) if the date that
         the Initial LC Disbursement is made occurs on or after June 3, 2005,
         without presentment, demand, protest or other notice of any kind, all
         of which are hereby waived by the Borrower.

                  (b) Maintenance of Records by the Lender. The Lender shall
maintain in accordance with its usual practice records evidencing LC
Disbursements and the indebtedness of the Borrower to the Lender resulting from
the Loan, in which it shall record (i) the amount of the Loan made hereunder 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 hereunder, (iii) the
amount and application of any sum received by the Lender hereunder and (iv) the
amount and

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 18 -

application of any sum received by the Lender under the PUSA Facility Agreement
which pursuant to Section 2.13(a) is also applied hereunder.

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

                  (d) Promissory Note. The Lender may request that the Loan be
evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to the Lender a promissory note payable to the Lender and in
a form approved by the Lender. Thereafter, the Loan evidenced by such promissory
note and interest thereon shall at all times (including after assignment
pursuant to Section 8.04) 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 2.04. Prepayment of the Loan.

                  (a) Voluntary Prepayment. The Borrower shall have the right at
any time and from time to time to prepay the Loan in whole or in part, subject
to the requirements of this Section 2.04. The Borrower shall notify the Lender
by telephone (confirmed by telecopy) of any voluntary prepayment hereunder not
later than 11:00 a.m., New York City time, three Business Days before the date
of prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date and the principal amount of the Loan or portion thereof to be
prepaid. Each partial prepayment of the Loan shall be in an amount equal to
$10,000,000 or an amount constituting a multiple of $5,000,000 in excess
thereof. Prepayments shall be accompanied by accrued interest in accordance with
Section 2.05.

                  (b) Mandatory Prepayment. In the event that the Maturity Date
of the Loan is June 3, 2005, pursuant to Section 2.03(a), and a PUSA Facility
Event shall occur after the date that the Initial LC Disbursement is made, the
Borrower shall pay to the Lender the outstanding principal amount of the Loan,
together with all accrued and unpaid interest thereon and all other amounts due
hereunder, on the date that is the earlier of (i) the date that is 180 days
after the date that such PUSA Facility Event shall have occurred (regardless of
whether such PUSA Facility Event is continuing) and (ii) June 3, 2005.

                  SECTION 2.05. Interest.

                  (a) Loan. The Loan shall bear interest during each Interest
Period therefor at a rate per annum equal to the Eurodollar Rate for such
Interest Period plus the Applicable Rate.

                  (b) Default Interest. Notwithstanding the foregoing, if any
reimbursement obligation in respect of an LC Disbursement, any principal of or
interest on the Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, during each Default Interest Period, (i) in the case of overdue
principal of any Loan, at a rate per annum equal to 2% plus the interest rate
that would otherwise be payable pursuant to Section 2.05(a) for such Default
Interest Period and or (ii) in the case of any other

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 19 -

amount, at a rate per annum equal to 2% plus the interest rate applicable to the
Loan as provided in Section 2.05(a) for such Default Interest Period.

                  (c) Payment of Interest. Accrued interest on the Loan shall be
payable in arrears on each Interest Payment Date therefor; provided that (i)
interest accrued pursuant to Section 2.05(b) shall be payable on demand and (ii)
in the event of any repayment or prepayment of the 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 360 days, and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day). The
Eurodollar Rate shall be determined by the Lender, and such determination shall
be conclusive absent manifest error.

                  SECTION 2.06. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for the Loan, or of any Default Interest
Period for any amount under this Agreement or any other Loan Document, as the
case may be, the Lender determines (which determination shall be conclusive
absent manifest error) that:

                  (a) adequate and reasonable means do not exist for
         ascertaining the Eurodollar Rate for such Interest Period or Default
         Interest Period; or

                  (b) the Eurodollar Rate for such Interest Period or Default
         Interest Period will not adequately and fairly reflect the cost to the
         Lender of making or maintaining such Loan or amount for such Interest
         Period or Default Interest Period;

then the Lender shall give notice thereof to the Borrower by telephone or
telecopy as promptly as practicable thereafter and:

                  (i) during the 15-day period next succeeding the date of any
         such notice (the "Negotiation Period"), the Lender and the Borrower
         will negotiate in good faith for the purpose of agreeing upon an
         alternative, mutually acceptable basis (the "Substitute Basis") for
         determining the rate of interest to be applicable to such Loan or
         amount for such Interest Period or Default Interest Period, as the case
         may be;

                  (ii) if at the expiry of the Negotiation Period, the Lender
         and the Borrower have agreed upon a Substitute Basis and the Lender has
         received confirmation from Taiwanese counsel acceptable to it that such
         Substitute Basis has received all necessary governmental approvals and
         consents, such Substitute Basis shall be retroactive to, and take
         effect from, the beginning of such Interest Period or Default Interest
         Period, as the case may be;

                  (iii) if at the expiry of the Negotiation Period, a Substitute
         Basis shall not have been agreed upon as aforesaid or the Lender shall
         not have received the above-mentioned confirmation as to requisite
         governmental approvals or consents, the Lender shall notify the
         Borrower of the cost to the Lender (as determined by it in good faith)
         of funding and maintaining the Loan for such Interest Period or such
         amount for such Default Interest Period; and the interest payable to
         the Lender on the Loan or amount for such Interest Period or Default
         Interest Period shall be a rate per annum equal to the Applicable Rate

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 20 -

         above the cost to the Lender of funding and maintaining such Loan or
         amount for such Interest Period or Default Interest Period as so
         notified by the Lender (or, as to any principal of the Loan or, to the
         extent permitted by applicable law, other amount payable to the Lender
         on or in respect of the Loan that is then past due, 2% plus the
         Applicable Rate above such cost); and

                  (iv) the procedures specified in clauses (i), (ii) and (iii)
         above shall apply to each Interest Period or Default Interest Period
         for such Loan or amount succeeding the first Interest Period or Default
         Interest Period to which they were applied unless and until the Lender
         shall determine that the conditions referred to in clause (a) or (b)
         above no longer exist and so notifies the Borrower, whereupon interest
         on such Loan or amount shall again be determined in accordance with the
         provisions of Section 2.05 commencing on the first day of the Interest
         Period or Default Interest Period for such Loan or amount next
         succeeding the date of such notice.

                  SECTION 2.07. Termination or Reduction of the LC Exposure. The
Borrower shall cause the PUSA Facility Agent to provide to the Lender a notice
of (a) prepayment of principal of loans under the PUSA Facility Agreement
within five Business Days after each such prepayment and (b) the aggregate
outstanding principal amount of loans under the PUSA Facility Agreement within
five Business Days after the written request of the Lender.

                  SECTION 2.08. [Intentionally omitted].

                  SECTION 2.09. 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, the Lender; or

                  (ii) impose on the Lender or the London interbank market any
         other condition affecting this Agreement or the Loan or the Letter of
         Credit;

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

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

                  (c) Delay in Requests. Failure or delay on the part of the
Lender to demand compensation pursuant to this Section shall not constitute a
waiver of the Lender's right to

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 21 -

demand such compensation; provided that the Borrower shall not be required to
compensate the Lender pursuant to this Section for any increased costs or
reductions incurred more than six months prior to the date that the Lender
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of the 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 2.10. Break Funding Payments. In the event of (a) the
payment of any principal of the 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 prepay the Loan on the date specified in any notice delivered
pursuant hereto, then, in any such event, the Borrower shall compensate the
Lender for the loss, cost and expense attributable to such event. The loss to
the Lender attributable to any such event shall be deemed to include an amount
determined by the Lender to be equal to the excess, if any, of (i) the amount of
interest that the Lender would pay for a deposit equal to the principal amount
of the Loan for the period from the date of such payment, failure or assignment
to the last day of the then current Interest Period for such Loan (or, in the
case of a failure to borrow or continue, the duration of the Interest Period
that would have resulted from such borrowing or continuation) if the interest
rate payable on such deposit were equal to the Eurodollar Rate for such Interest
Period, over (ii) the amount of interest that the Lender would earn on such
principal amount for such period if the Lender were to invest such principal
amount for such period at the interest rate that would be bid by the Lender (or
an affiliate of the Lender) for Dollar deposits from other banks in the
eurodollar market at the commencement of such period. A certificate of the
Lender setting forth any amount or amounts that the 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 the Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

                  SECTION 2.11. 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 Lender 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 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 Lender and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 22 -

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 the 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 Lender 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 Lender.

                  SECTION 2.12. Payments Generally.

                  (a) Payments by the Borrower. The Borrower shall make each
payment required to be made by it hereunder (whether of a reimbursement
obligation, principal, interest or fees, or under Section 2.09, 2.10 or 2.11, or
otherwise) or under any other Loan Document (except to the extent otherwise
provided therein) prior to 12:00 noon, New York City 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 Lender, 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 Lender's
Account, except as otherwise expressly provided in the relevant Loan Document.
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
Dollars.

                  (b) Application of Insufficient Payments. If at any time
insufficient funds are received by and available to the Lender to pay fully all
amounts of principal, interest and fees then due hereunder, such funds shall be
applied (i) first, to pay interest and fees then due hereunder, and (ii) second,
to pay principal then due hereunder.

                  SECTION 2.13. PUSA Facility Agreement.

                  (a) Payments Received. Each amount received by the Lender in
respect of a payment of principal of the loan under the PUSA Facility Agreement
or interest thereon at or after the Pay-off Time (as defined therein) shall also
be applied hereunder in its entirety, as determined by the Lender in its sole
discretion, as a payment of principal of the Loan, accrued and unpaid interest
on the Loan (then due or which shall become due on the next succeeding Interest
Payment Date) and/or any unpaid reimbursement obligations in respect of LC
Disbursements and/or a provision of cover for the LC Exposure hereunder. If the
Lender determines that any such amounts are to be applied hereunder as provision
of cover for the LC Exposure, (i) the Borrower hereby grants a security interest
to the Lender in such amounts and their proceeds, (ii) the Lender shall hold
such amounts and their proceeds in the Collateral Account as additional
collateral security for the Secured Obligations under (and as defined in) the
Pledge Agreement and (iii) such amounts and their proceeds shall be deemed to be
Collateral under (and as defined in) the Pledge Agreement and shall be dealt
with as such pursuant to the provisions of the Pledge Agreement and the other
Loan Documents.

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 23 -

                  (b) Reinstatement. In the event that any amount received by
the Lender in respect of the PUSA Facility Agreement shall be avoided as
against the Lender in connection with a bankruptcy, composition, restructuring,
assignment for the benefit of creditors or other insolvency proceeding, the
Borrower shall pay on demand to the Lender an amount equal to such amount so
avoided.

                  (c) Subrogation. At the time that the reimbursement
obligations in respect of LC Disbursements, the principal of and interest on the
Loan and all fees and other amounts payable hereunder and (to the Lender) under
the PUSA Facility Agreement shall have been paid in full and the Letter of
Credit shall have expired or terminated (and no obligation, contingent or
otherwise, is outstanding thereunder), the Borrower shall be subrogated to the
rights, if any, of the Lender under the PUSA Facility Agreement solely in
respect of repayment of principal of the loan thereunder and payment of interest
thereon to the extent permitted thereunder and no subrogation of any other right
of the Lender shall occur (whether by contract, operation of law or otherwise).

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

                  The Borrower represents and warrants to the Lender that:

                  SECTION 3.01. Organization; Powers. Each of the Borrower and
its Subsidiaries 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, PUSA's and PUSIC's respective 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, PUSA or PUSIC is a party when executed and delivered will
constitute, a legal, valid and binding obligation of the Borrower, PUSA or
PUSIC, as the case may be, 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 (including any exchange
control approval) of, registration or filing with, or any other action by, any
Governmental Authority (including without limitation the Central Bank of
Taiwan), 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 (including without limitation regulations of the Central Bank of
Taiwan) or the charter, by-laws or other organizational documents of the
Borrower or any of its Subsidiaries or any order of any

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 24 -

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 Lender its consolidated balance sheet and statements of income,
stockholders' equity and cash flows (i) as of and for the fiscal year ended
December 31, 2000, reported on by Deloitte Touche Tohmatsu, independent public
accountants, and (ii) as of and for the fiscal quarter and the portion of the
fiscal year ended June 30, 2001, certified by an executive 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 consolidated Subsidiaries as of such dates and for such periods on a
consolidated basis 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.

                  (b) No Material Adverse Change. Since December 31, 2000, 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 and Environmental Matters.

                  (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 (i) as to which there is a
reasonable possibility of an adverse determination and that, if adversely
determined, could reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect (other than the Disclosed Matters) or (ii)
that involve this Agreement or the Transactions.

                  (b) Environmental Matters. Except for the Disclosed Matters
and except with respect to any other matters that, individually or in the
aggregate, could not reasonably be

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 25 -

expected to result in a Material Adverse Effect, 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
Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

                  (c) Disclosed Matters. Since the date of this Agreement, there
has been no change in the status of the Disclosed Matters that, individually or
in the aggregate, has resulted in, or materially increased the likelihood of, a
Material Adverse Effect.

                  SECTION 3.07. Compliance with Laws and Agreements. 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,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No Default has
occurred and is continuing.

                  SECTION 3.08. 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 (a) Taxes that are being contested in good faith by
appropriate proceedings and for which such Person has set aside on its books
adequate reserves or (b) to the extent that the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.

                  SECTION 3.09. Disclosure. The Borrower has disclosed to the
Lender all agreements, instruments and corporate or other restrictions to which
it or any of its Subsidiaries is subject, and all other matters known to it,
that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect. None of the reports, financial statements,
certificates or other information furnished by or on behalf of the Borrower to
the Lender 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 3.10. 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 extension of credit hereunder will be used to buy or carry any
Margin Stock.

                  SECTION 3.11. Material Agreements and Liens.

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

                  Letter of Credit and Reimbursement Agreement
<PAGE>

                                     - 26 -

Subsidiaries outstanding as of August 15,2001, the aggregate principal or face
amount of which equals or exceeds (or may equal or exceed) $500,000, 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 I.

                  (b)      Liens. Part B of Schedule I is a complete and correct
list of each Lien securing Indebtedness of any Person outstanding as of August
15, 2001, the aggregate principal or face amount of which equals or exceeds (or
may equal or exceed) $500,000 and covering any property of the Borrower or any
of its Subsidiaries, 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 I.

                  SECTION 3.12. Subsidiaries and Investments.

                  (a) Subsidiaries. Set forth in Part A of Schedule III 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, together with, for each such
Subsidiary, (i) the jurisdiction of organization of such Subsidiary and (ii) 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 III, (x) each of the Borrower and its
Subsidiaries owns, or will own on 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 III, (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 III is a
complete and correct list of all Investments (other than Investments disclosed
in Part A of Schedule III and other than Investments of the types referred to in
clauses (b), (c), (d), (e) and (f) of Section 6.04) 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 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, free and clear of all Liens (other than Liens created pursuant to the
Security Documents), all such Investments.

                  SECTION 3.13. Legal Form. Each of the Loan Documents is in
proper legal form under the law of Taiwan for the enforcement thereof against
the Borrower under such law, and if each of the Loan Documents were stated to be
governed by such law, they would constitute legal, valid and binding obligations
of the Borrower under such law, enforceable in accordance with their respective
terms. All formalities required in Taiwan for the validity and enforceability of
each of the Loan Documents (including any necessary registration, recording or
filing with any court or other authority in Taiwan) have been accomplished, and
no Indemnified Taxes or Other Taxes are required to be paid to Taiwan, or any
political subdivision thereof or therein, and no notarization is required, for
the validity and enforceability thereof.

                  SECTION 3.14. Ranking. This Agreement and the other Loan
Documents and the obligations evidenced hereby and thereby are and will at all
times be direct and unconditional general obligations of the Borrower, and rank
and will at all times rank in right of payment and otherwise at least pari passu
with all unsecured Indebtedness of the Borrower, whether now

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 27 -

existing or hereafter outstanding. There exists no Lien (including any Lien
arising out of any attachment, judgment or execution), nor any segregation or
other preferential arrangement of any kind, on, in or with respect to any of the
property or revenues of the Borrower or any of its Subsidiaries, except as
expressly permitted by Section 6.02.

                  SECTION 3.15. Commercial Activity; Absence of Immunity. The
Borrower is subject to civil and commercial law with respect to its obligations
under this Agreement and each of the other Loan Documents to which it is a
party. The execution, delivery and performance by the Borrower of this Agreement
and each of the other Loan Documents to which it is a party constitute private
and commercial acts rather than public or governmental acts. Neither the
Borrower, nor any of its properties or revenues, is entitled to any right of
immunity in any jurisdiction from suit, court jurisdiction, judgment, attachment
(whether before or after judgment), set-off or execution of a judgment or from
any other legal process or remedy relating to the obligations of the Borrower
under this Agreement or any of the other Loan Documents to which it is a party.

                  SECTION 3.16. Investment 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 3.17. PUSA and PUSIC. PUSA is a wholly owned
Subsidiary of PEWC with, as of the date hereof, PEWC holding 92.8% of the issued
and outstanding shares of capital stock of PUSA and Blinco Enterprises Limited,
a wholly owned Subsidiary of PEWC, holding 7.2% of the issued and outstanding
shares of capital stock of PUSA. PUSIC is a wholly-owned Subsidiary of PUSA.

                  SECTION 3.18. Burdensome Restrictions. Neither the Borrower
nor any of its Subsidiaries is, on the date hereof, subject to any indenture,
agreement, instrument or other arrangement (other than the Loan Documents and
the PUSA Credit Documentation) that, directly or indirectly, prohibits or
restrains, or has the effect of prohibiting or restraining, or imposes
materially adverse conditions upon, the incurrence or payment of Indebtedness,
the granting of Liens, the declaration or payment of dividends, the making of
loans, advances, guarantees or Investments or the sale, assignment, transfer or
other disposition of property.

                                   ARTICLE IV

                                   CONDITIONS

                  The obligation of the Lender to issue the Letter of Credit
hereunder shall not become effective until the date on which the Lender shall
have received each of the following documents, each of which shall be
satisfactory to the Lender in form and substance (or such condition shall have
been waived in writing signed by the Lender):

                  (a) Executed Counterparts. A counterpart of this Agreement
         executed and delivered on behalf of the Borrower and the Lender.

                  (b) Existing Standby LC, Etc. (i) The original Irrevocable
         Standby Letter of Credit, No. 52070FP, dated September 1, 2000, issued
         by the Lender, in the original

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 28 -

         maximum face amount of $124,000,000, surrendered by the beneficiary
         thereof for cancellation, (ii) a written consent of such beneficiary
         reducing to $0.00 the maximum amount permitted to be drawn under such
         letter of credit, in form and substance satisfactory to the Lender and
         (iii) evidence that no loan is outstanding under the Existing LC
         Agreement and no interest or other amount is payable by the Borrower
         thereunder as of the Effective Date.

                  (c) Pledge Agreement: Required Collateral. (i) Counterparts of
         Amendment No. 1 to the Pledge Agreement, duly executed and delivered by
         the Borrower, PUSA and PUSIC; and (ii) receipt by the Lender from the
         Borrower of cash and/or Cash Collateral with an aggregate Stipulated
         Value of not less than $31,000,000, for purposes of deposit to the
         Collateral Account as Collateral under (and as defined in) the Pledge
         Agreement.

                  (d) UCC Financing Statements, Etc. Uniform Commercial Code
         financing statements and such other documents, appropriately completed
         and duly executed, as the Lender shall have requested in order to
         perfect, continue the perfection of or otherwise protect the security
         interests created pursuant to the Pledge Agreement.

                  (e) Organizational Documents. Such documents and certificates
         as the Lender or its counsel may reasonably request relating to the
         organization, existence and good standing of the Borrower, PUSA and
         PUSIC, the authorization of the Transactions and any other legal
         matters relating to the Borrower, PUSA and PUSIC, this Agreement, the
         other Loan Documents or the Transactions, all in form and substance
         satisfactory to the Lender and its counsel.

                  (f) Officer's Certificates. (i) A certificate, dated the
         Effective Date and signed by the President, a Vice President or a
         Financial Officer of each of the Borrower, PUSA and PUSIC, confirming
         that (y) the representations and warranties of the Borrower, PUSA and
         PUSIC, respectively, set forth in this Agreement and in the other Loan
         Documents are true and correct on and as of the Effective Date and (z)
         at the time of and immediately after giving effect to the issuance of
         the Letter of Credit on the Effective Date, no Default or Event of
         Default shall have occurred and be continuing (other than under Section
         5.08); and (ii) a certificate, dated the Effective Date and signed by
         the President, a Vice President or a Financial Officer of the Borrower,
         in substantially the form of Exhibit D, confirming its solvency.

                  (g) Opinions of Counsel to the Borrower, PUSA and PUSIC.
         Favorable written opinions (each addressed to the Lender and dated the
         Effective Date) of (i) Taiwanese counsel for the Borrower, (ii) New
         York and Texas counsel for the Borrower, PUSA and PUSIC, and (iii)
         Nevada counsel for PUSA, each such counsel to be acceptable to the
         Lender, in form and substance satisfactory to the Lender, and covering
         such matters relating to the Borrower, this Agreement, the Pledge
         Agreement, the other Loan Documents and the Transactions as the Lender
         shall reasonably request (and the Borrower hereby instructs each such
         counsel to deliver such opinion thereof to the Lender).

                  (h) Process Agent Acceptance. A Process Agent Acceptance, duly
         executed and delivered by the Process Agent, in substantially the form
         of Exhibit B.

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 29 -

                  (i) PUSA Facility Agreement; Proceeds. Evidence that (i) the
         PUSA Facility Agreement shall have been (or shall simultaneously with
         the execution and delivery hereof be) duly executed and delivered by
         each of the parties thereto and shall be in full force and effect,
         containing such terms and conditions as are satisfactory to the Lender,
         (ii) evidence that all conditions precedent to the making of the loans
         thereunder shall have been (or shall concurrently be) satisfied in a
         manner satisfactory to the Lender (including the condition specified in
         Section 4.2 thereof), and (iii) that such loans shall have been (or
         shall concurrently be) made in an aggregate principal amount equal to
         $120,000,000 and applied by PUSA to refinance in full the indebtedness
         of PUSA under the Loan Facility Agreement dated September 1, 2000 among
         PUSA, the Lenders party thereto, the Lender and Rabobank, as Agent, in
         each case in a manner satisfactory to the Lender (including pursuant to
         an escrow arrangement), together with copies of all certificates,
         opinions and other documents delivered in connection with the PUSA
         Facility Agreement (including a fully-executed copy of the PUSA
         Facility Agreement), together, in the case of each such opinion, with a
         letter from the Person delivering such opinion authorizing reliance
         thereon.

                  (j) PUSA Facility Event Letter Agreement. A letter agreement
         regarding an additional PUSA Facility Event pursuant to Clause 21.12 of
         the PUSA Facility Agreement in the case of an Event of Default
         hereunder, duly executed and delivered by the Borrower and the Lender,
         in the form and substance satisfactory to the Lender.

                  (k) Government Approvals. A certificate, dated the Effective
         Date, from a Financial Officer of the Borrower, to the effect that all
         governmental and third party approvals necessary or, in the discretion
         of the Lender, advisable in connection with the Transactions and the
         continuing operations of the Borrower and its Subsidiaries shall have
         been obtained and be in full force and effect.

                  (l) Financial Statements. (i) Audited consolidated financial
         statements of the Borrower and its Subsidiaries for the two most recent
         fiscal years ended prior to the Effective Date; (ii) unaudited interim
         consolidated financial statements of the Borrower and its Subsidiaries
         for each semi-annual fiscal period ended subsequent to the date of the
         latest financial statements delivered pursuant to clause (i) of this
         paragraph as to which such financial statements are available; (iii)
         unaudited interim non-consolidated financial statements of the Borrower
         for each quarterly fiscal period ended subsequent to the date of the
         latest financial statements delivered pursuant to clause (i) of this
         paragraph as to which such financial statements are available; (iv) the
         unaudited consolidated financial statements of PUSA and its
         Subsidiaries for the two most recent fiscal years ended prior to the
         Effective Date; and (v) unaudited interim consolidated financial
         statements of PUSA and its Subsidiaries for each quarterly fiscal
         period subsequent to the date of the latest financial statements
         delivered pursuant to clause (iv) of this paragraph as to which such
         financial statements are available.

                  (m) Other Documents. Such other documents as the Lender or New
         York counsel to the Lender may reasonably request.

                  The obligation of the Lender to issue the Letter of Credit is
also subject to (i) the payment by the Borrower of such fees as the Borrower
shall have agreed to pay to the Lender in connection herewith, including without
limitation the Letter of Credit Fee and the reasonable

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 30 -

fees and expenses of Milbank, Tweed, Hadley & McCloy LLP, New York counsel to
the Lender, in connection with the negotiation, preparation, execution and
delivery of this Agreement and the other Loan Documents and the extensions of
credit hereunder and (ii) the Lender's having received Eligible Collateral
pursuant to the Pledge Agreement securing the obligations of the Borrower
hereunder with an aggregate Stipulated Value that satisfies the requirement set
forth in Section 5.08 (assuming for purposes of the calculation thereunder that
the Letter of Credit has already been issued), each of the Borrower, PUSA and
PUSIC having have taken any and all such action as the Lender shall have
requested to perfect the Liens created thereunder under applicable law, and the
Lender having received such opinions of counsel with respect thereto as it shall
have reasonably requested. In addition, the Lender shall be satisfied that (x)
the Lien granted to the Lender pursuant to the Pledge Agreement constitutes a
first priority perfected security interest; and (y) no Lien exists on any of
such collateral pledged under the Pledge Agreement other than the Lien created
in favor of the Lender thereunder.

                  The Lender shall notify the Borrower of the Effective Date,
and such notice shall be conclusive and binding. Notwithstanding the foregoing,
the obligation of the Lender to issue the Letter of Credit hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 8.02) on or prior to 3:00 p.m., New York City time, on
November 9, 2001.

                                    ARTICLE V

                             AFFIRMATIVE COVENANTS

                  Until the reimbursement obligations in respect of LC
Disbursements, the principal of and interest on the Loan and all fees payable
hereunder shall have been paid in full and the Letter of Credit shall have
expired or terminated (and no obligation, contingent or otherwise, is
outstanding thereunder), the Borrower covenants and agrees with the Lender that:

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

                  (a) within 120 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 consolidated Subsidiaries (and, in addition, for Laidlaw Global
         Corp. on an unconsolidated basis) 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 Deloitte Touche Tohmatsu or
         other independent public accountants of recognized national standing
         (without a "going concern" or like qualification or exception and
         without any qualification or exception as to the scope of such audit)
         to the effect that such consolidated financial statements (and
         unconsolidated financial statements, in the case of Laidlaw Global
         Corp.) present fairly in all material respects the financial condition
         and results of operations of the Borrower and its Subsidiaries on a
         consolidated basis (and of Laidlaw Global Corp.) in accordance with
         GAAP consistently applied;

                  (b) within 75 days after the end of the following fiscal
         periods of the Borrower, the following:

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 31 -

                           (i) after the end of the first three fiscal quarters
                  of each fiscal year of the Borrower, the non-consolidated
                  balance sheet and related statements of operations,
                  stockholders' equity and cash flows of the Borrower (and, in
                  addition, for Laidlaw Global Corp. on an unconsolidated basis)
                  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 on a non-consolidated basis (and on
                  an unconsolidated basis, in the case of the statements of
                  Laidlaw Global Corp.) in accordance with GAAP consistently
                  applied, subject to normal year-end audit adjustments and the
                  absence of footnotes; and

                           (ii) after the end of the second fiscal quarter 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 consolidated
                  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, (ii)
         setting forth reasonably detailed calculations demonstrating compliance
         with Sections 5.08, 6.01, 6.05 and 6.07 and (iii) 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) concurrently with any delivery of financial statements or
         other notices and information or certificates by PUSA to the Agent
         under the PUSA Facility Agreement, copies of the financial statements,
         notices and other information so delivered;

                  (f) 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

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 32 -

         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 or to holders of Subordinated
         Indebtedness generally, as the case may be; and

                  (g) 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
         Lender may reasonably request.

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

                  (a) the occurrence of any Default;

                  (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; and

                  (c) 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; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section
6.03.

                  SECTION 5.04. Payment of Obligations. The Borrower will, and
will cause each of its Subsidiaries to, pay its obligations, including tax
liabilities, that, if not paid, could result in a Material Adverse Effect 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.

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 33 -

                  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 Lender, upon reasonable prior 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 (including without
limitation all Environmental Laws), rules, regulations and orders of any
Governmental Authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

                  SECTION 5.08. Collateral. The Borrower will from time to time,
but no less frequently than once per fiscal quarter thereof, in respect of such
fiscal quarter, within 75 days after the end of such fiscal quarter, pursuant to
the Pledge Agreement, deposit into the Collateral Account, Eligible Collateral
having a Stipulated Value at least equal to the Required Collateral Amount at
such time, securing the obligations of the Borrower hereunder, and for such
purposes the Borrower hereby grants a security interest to the Lender in the
Collateral Account and in any and all financial assets (as defined in the
Uniform Commercial Code) and other property held therein.

                  SECTION 5.09. PUSA. The Borrower will cause PUSA and PUSIC to
comply with all of their respective obligations under the PUSA Credit
Documentation, and under the Loan Documents to which they are a party.

                  SECTION 5.10. 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 Lender to effectuate the purposes and objectives
of this Agreement and the other Loan Documents and the rights and powers granted
herein and therein.

                  Without limiting the generality of the foregoing, the Borrower
will, and will cause each of its Subsidiaries to, 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 Lender to create, in favor
of the Lender for the benefit of the Lender (and any affiliate thereof that is a
party to any Hedging Agreement entered into with the Borrower), a first priority
perfected security interest and Lien in the Laidlaw Shares, all Eligible
Collateral pledged or purported to be pledged pursuant to the Pledge Agreement,
and the Collateral Account, as collateral security for the obligations of the
Borrower hereunder; provided that any such security interest or Lien shall be
subject to the relevant requirements of the Security Documents.

                  SECTION 5.11. Governmental Approvals. The Borrower agrees that
it will promptly obtain from time to time at its own expense all such
governmental licenses, authorizations, consents, permits and approvals as may be
required for the Borrower to (a) comply with its obligations, and preserve its
rights under, each of the Loan Documents and

                  Letter of Credit and Reimbursement Agreement

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                                     - 34 -

(b) maintain the existence, priority and perfection of the Liens purported to be
created under the Security Documents.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

                  Until the reimbursement obligations in respect of LC
Disbursements, the principal of and interest on the Loan and all fees payable
hereunder shall have been paid in full and the Letter of Credit shall have
expired or terminated (and no obligation, contingent or otherwise, is
outstanding thereunder), the Borrower covenants and agrees with the Lender that:

                  SECTION 6.01. Indebtedness. The Borrower will not, nor will it
permit any of its Subsidiaries to, create, incur, assume or permit to exist any
Indebtedness, except:

                  (a) Indebtedness created hereunder;

                  (b) Indebtedness existing as of July 31, 2000 and set forth in
         Part C of Schedule I (or, if the aggregate amount of any such
         Indebtedness is equal to or less than $500,000, in an aggregate amount
         not exceeding $1,000,000) and extensions, renewals and replacements of
         any such Indebtedness that do not increase the outstanding principal
         amount thereof;

                  (c) Subordinated Indebtedness;

                  (d) Indebtedness of (i) the Borrower to any Subsidiary (other
         than PUSA or any Subsidiary of PUSA), (ii) any Subsidiary to the
         Borrower, (iii) any Subsidiary to any other Subsidiary (other than PUSA
         or any Subsidiary of PUSA) and (iv) PUSA or any Subsidiary of PUSA to
         any Subsidiary (other than PUSA);

                  (e) Guarantees by (i) the Borrower of Indebtedness of any
         Subsidiary, (ii) any Subsidiary (other than PUSA or any Subsidiary of
         PUSA) of Indebtedness of the Borrower or any other Subsidiary and (iii)
         any Subsidiary of PUSA of Indebtedness PUSA or any other Subsidiary of
         PUSA;

                  (f) Indebtedness of the Borrower or any Subsidiary (other than
         PUSA or any Subsidiary of PUSA) incurred in the ordinary course of
         business or to finance the acquisition, construction or improvement of
         any fixed or capital assets, including Capital Lease Obligations and
         any Indebtedness assumed in connection with the acquisition of any such
         assets or secured by a Lien on any such assets prior to the acquisition
         thereof, and extensions, renewals and replacements of any such
         Indebtedness that do not increase the outstanding principal amount
         thereof; provided that (i) in the case of the acquisition, construction
         or improvement of any fixed or capital assets, such Indebtedness is
         incurred prior to or within 90 days after such acquisition or the
         completion of such construction or improvement and (ii) the aggregate
         principal amount of Indebtedness permitted by this clause (f) shall not
         exceed $300,000,000 at any time outstanding;

                  Letter of Credit and Reimbursement Agreement

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                                     - 35 -

                  (g) Indebtedness of the Borrower or any Subsidiary as an
         account party in respect of trade letters of credit, provided that, if
         such Indebtedness constitutes a Guarantee, such Guarantee is permitted
         by Section 6.01 (e);

                  (h) Indebtedness of PUSA or any Subsidiary of PUSA incurred
         to finance the sale and leaseback of computer software in an aggregate
         principal amount not exceeding $25,000,000 at any one time outstanding;

                  (i) Indebtedness of AFCO Receivables Funding Corporation
         incurred to finance the warehousing of automobile loans in an aggregate
         principal amount not exceeding $100,000,000 at any one time
         outstanding;

                  (j) Indebtedness of Pacific TPP Corp. incurred to finance the
         warehousing of residential mortgage loans in an aggregate principal
         amount not exceeding $50,000,000 at any one time outstanding;

                  (k) Indebtedness of PUSA incurred to finance an Investment in
         a joint venture between PUSA and Deutsche Bank AG, which conducts (or
         will conduct) a wireless payment system business, in an aggregate
         principal amount not exceeding $5,000,000 at any one time outstanding;

                  (l) Indebtedness of PUSA under the Loan Facility Agreement
         dated as of September 1, 2000 among PUSA, the lenders party thereto and
         Rabobank, Hong Kong Branch, as agent for the lenders thereunder and the
         PUSA Facility Agreement, in an aggregate principal amount not exceeding
         $120,000,000 at any one time outstanding; and

                  (m) other unsecured Indebtedness (other than Indebtedness of
         PUSA or any Subsidiary of PUSA) in an aggregate principal amount not
         exceeding $100,000,000 at any one time outstanding.

                  SECTION 6.02. Liens. The Borrower will not, nor will it 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) Liens created pursuant to the Security Documents;

                  (b) Permitted Encumbrances;

                  (c) any Lien on any property or asset of the Borrower or any
         of its Subsidiaries existing as of July 31, 2000 and set forth in Part
         D of Schedule I (or, if the aggregate amount of the Indebtedness
         relating to any such Lien is equal to or less than $500,000, relating
         to Indebtedness in an aggregate amount not exceeding $1,000,000);
         provided that (i) no such Lien shall extend to any other property or
         asset of the Borrower or any of its Subsidiaries and (ii) any such Lien
         shall secure only those obligations which it secures on the date hereof
         and extensions, renewals and replacements thereof that do not increase
         the outstanding principal amount thereof;

                  (d) any Lien existing on any property or asset prior to the
         acquisition thereof by the Borrower or any Subsidiary or existing on
         any property or asset of any Person that

                  Letter of Credit and Reimbursement Agreement

<PAGE>


                                     - 36 -

         becomes a Subsidiary after the date hereof prior to the time such
         Person becomes a Subsidiary; provided that (i) such Lien is not created
         in contemplation of or in connection with such acquisition or such
         Person becoming a Subsidiary, as the case may be, (ii) such Lien shall
         not apply to any other property or assets of the Borrower or any
         Subsidiary and (iii) such Lien shall secure only those obligations
         which it secures on the date of such acquisition or the date such
         Person becomes a Subsidiary, as the case may be and extensions,
         renewals and replacements thereof that do not increase the outstanding
         principal amount thereof;

                  (e) Liens on fixed or capital assets acquired, constructed or
         improved by the Borrower or any Subsidiary; provided that (i) such
         security interests secure Indebtedness permitted by Section 6.01(f),
         (ii) such security interests and the Indebtedness secured thereby are
         incurred prior to or within 90 days after such acquisition or the
         completion of such construction or improvement, (iii) the Indebtedness
         secured thereby does not exceed the cost of acquiring, constructing or
         improving such fixed or capital assets and (iv) such security interests
         shall not apply to any other property or assets of the Borrower or any
         Subsidiary;

                  (f) Liens securing the obligations of PUSA and any Subsidiary
         of PUSA in respect of the Indebtedness permitted under clauses (h),
         (i), (j) and (k) of Section 6.01, provided that any such Lien shall not
         apply to any property or assets of PUSA or any Subsidiary of PUSA other
         than the specific property and assets that are the subject of the sale
         and leaseback, warehousing or joint venture transaction, as the case
         may be;

                  (g) Liens created pursuant to the Security Agreement as
         defined in the PUSA Facility Agreement; and

                  (h) Liens not otherwise permitted by the foregoing clauses of
         this Section 6.02; provided that (i) the aggregate principal amount of
         Indebtedness secured by all such Liens shall not exceed $20,000,000 at
         any one time outstanding and (ii) such Liens shall not affect any
         property or asset of PUSA or of any Subsidiary of PUSA.

                  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 for
purchases of inventory and other property to be sold or used in the ordinary
course of business and Investments permitted under Section 6.05, provided that
the aggregate purchase price in respect of all such acquisitions shall not
exceed $200,000,000. 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 (determined in accordance with GAAP) in excess of $100,000,
(y) any inventory or other property sold or disposed of in the ordinary course
of business and on ordinary business terms), and (z) dispositions of business or
property, the aggregate fair market value (determined in

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 37 -

accordance with GAAP) of which for all such dispositions shall not exceed
$100,000,000 at any time.

                  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 and if such transaction shall involve PUSA, PUSA
         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;

                  (c) any Subsidiary of the Borrower (other than PUSA and any
         Subsidiary that holds capital stock of PUSA) may liquidate, wind up or
         dissolve itself if the net worth of the Borrower and its Subsidiaries
         immediately after giving effect to such transaction shall equal or
         exceed such net worth immediately before giving effect to such
         transaction (with such net worth being consistently determined); and

                  (d) 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. Investments. The Borrower will not, nor will it
permit any of its Subsidiaries to, make or permit to remain outstanding any
Investments other than those specific types of Investments it shall have made as
of September 1, 2001 and identified on Part C of Schedule III.

                  SECTION 6.05. 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, except that (A) the
Borrower may declare and pay dividends with respect to its capital stock payable
solely in additional shares of its common stock, and (B) the Borrower may make
Restricted Payments pursuant to and in accordance with stock option plans or
other benefit plans for management or employees of the Borrower and its
Subsidiaries; provided that the Borrower may declare and make Restricted
Payments in cash, subject to the satisfaction of each of the following
conditions on the date of such Restricted Payment and after giving effect
thereto:

                  (i) no Default shall have occurred and be continuing; and

                  (ii) the aggregate amount of Restricted Payments made during
         any fiscal year shall not exceed $1,000,000.

                  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 6.06. 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

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 38 -

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, (b) transactions
between or among the Borrower and its wholly owned Subsidiaries not involving
any other Affiliate and (c) any Restricted Payment permitted by Section 6.06.

                  SECTION 6.07. Subordinated Indebtedness. The Borrower will
not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or
otherwise acquire for value, or set apart any money for a sinking, defeasance or
other analogous fund for the purchase, redemption, retirement or other
acquisition of, or make any voluntary payment or prepayment of the principal of
or interest on, or any other amount owing in respect of, any Subordinated
Indebtedness, except for regularly scheduled payments, prepayments or
redemptions of principal and interest in respect thereof required pursuant to
the instruments evidencing such Subordinated Indebtedness.

                  SECTION 6.08. Modifications of Certain Documents. The Borrower
will not consent to any modification, supplement or waiver of any of the
provisions of any agreement, instrument or other document evidencing or relating
to Subordinated Indebtedness without the prior consent of the Lender.

                                   ARTICLE VII

                               EVENTS OF DEFAULT

                  SECTION 7.01. Events of Default. If any of the following
events ("Events of Default") shall occur:

                  (a) the Borrower shall fail to pay any reimbursement
         obligation in respect of an LC Disbursement or any principal of the
         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 the Loan or
         any fee or any other amount (other than an amount referred to in clause
         (a) of this Section) payable under this Agreement or under any other
         Loan Document, when and as the same shall become due and payable, and
         such failure shall continue unremedied for a period of two or more
         Business Days;

                  (c) any representation or warranty made or deemed made by or
         on behalf of the Borrower, PUSA, PUSIC 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 in any material
         respect 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

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<PAGE>

                                     - 39 -

         or 6.07, or the Borrower, PUSA or PUSIC shall default in the
         performance of any of its obligations contained in Section 4.02(c), (d)
         or (e) of the Pledge Agreement;

                  (e) the Borrower, PUSA or PUSIC 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
         Section) or any other Loan Document and such failure shall continue
         unremedied for a period of 30 or more days after notice thereof from
         the Lender to the Borrower;

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

                  (g) any event or condition occurs that results in any Material
         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 Material Indebtedness or any
         trustee or agent on its or their behalf to cause any Material
         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, PUSA or any
         Subsidiary of either thereof 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, PUSA or any
         Subsidiary of either thereof or for a substantial part of its assets,
         and, in any such case, such proceeding or petition shall continue
         undismissed for a period of 60 or more days or an order or decree
         approving or ordering any of the foregoing shall be entered;

                  (i) the Borrower, PUSA or any Subsidiary of either thereof
         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 appointment of a receiver, trustee, custodian,
         sequestrator, conservator or similar official for the Borrower, PUSA or
         any Subsidiary of either thereof 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, PUSA or any Subsidiary of either thereof
         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 in an
         aggregate amount in excess of $500,000 shall be rendered against the
         Borrower, PUSA or any Subsidiary of

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 40 -

         either thereof or any combination thereof and the same shall remain
         undischarged for a period of 30 consecutive days during which execution
         shall not be effectively stayed, or any action shall be legally taken
         by a judgment creditor to attach or levy upon any assets of the
         Borrower, PUSA or any Subsidiaries of either thereof to enforce any
         such judgment;

                  (l) any license, consent, authorization, registration or
         approval at any time necessary to enable the Borrower, PUSA or PUSIC
         to comply with any of its obligations under this Agreement or any other
         Loan Document shall be revoked, withdrawn or withheld or shall be
         modified or amended in a manner prejudicial, in the opinion of the
         Lender, to the interests of the Lender hereunder; or the Government of
         Taiwan, or any agency or political subdivision thereof, shall
         promulgate or declare effective any law, rule or regulation that, in
         the opinion of the Lender, could have a Material Adverse Effect;

                  (m) any governmental authority shall take any action to
         condemn, seize, nationalize or appropriate any substantial portion of
         the property of the Borrower or PUSA or any Subsidiary of either
         thereof (either with or without payment of compensation) or shall take
         any action that, in the opinion of the Lender, adversely affects the
         ability of the Borrower, PUSA or PUSIC to perform its obligations
         under this Agreement or any other Loan Document; or the Borrower or
         PUSA or any Subsidiary of either thereof shall be prevented from
         exercising normal control over all or a substantial part of its
         property (and the same shall continue for five or more days);

                  (n) Taiwan or any competent authority thereof shall declare a
         moratorium on the payment of indebtedness by Taiwan or any governmental
         agency or authority thereof or corporations therein, or Taiwan shall
         cease to be a member in good standing of the International Monetary
         Fund or shall cease to be eligible to utilize the resources of the
         International Monetary Fund under the Articles of Agreement thereof, or
         the international monetary reserves of Taiwan shall become subject to
         any Lien;

                  (o) 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 Lender, free and clear of all other Liens (other than
         Liens permitted under Section 6.02 or 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; or

                  (p) a Change in Control shall occur;

then, and in every such event, and at any time thereafter during the continuance
of such event, the Lender may take either or both of the following actions, at
the same or different times: the Lender may (other than in respect of an event
with respect to the Borrower, PUSA or any Subsidiary of either thereof described
in clause (h) or (i) of this Article), by notice to the Borrower, declare the
principal amount of the Loan (if any) 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 Loan (if any) so declared to be due and payable, together with
accrued interest thereon, and all fees and

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 41 -

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; and in case of any event
with respect to the Borrower, PUSA or any Subsidiary of either thereof described
in clause (h) or (i) of this Article, the principal of the Loan (if any) 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.

                  SECTION 7.02. Cash Collateral in Respect of LC Exposure. If
either (y) any Event of Default shall have occurred prior to the Initial LC
Disbursement, irrespective of whether the Lender is taking any of the actions
described in Section 7.01 or otherwise, or (z) any payment obligation,
contingent or otherwise, shall exist under the Letter of Credit on the day of
the Initial LC Disbursement, immediately after giving effect thereto, or at any
time thereafter, the Borrower shall deliver (or cause PUSA to deliver) to the
Lender forthwith, notwithstanding any other provision hereof, a first priority
perfected security interest, pursuant to the Pledge Agreement, in Cash
Collateral having an aggregate Stipulated Value at least equal to 100% of the LC
Exposure at such time, which collateral shall be retained by the Lender as
security for the obligations of the Borrower hereunder and in respect of the
Letter of Credit until such time as the Letter of Credit shall have been
terminated (and no obligation, contingent or otherwise, is outstanding
thereunder) and all obligations of the Borrower hereunder and in respect of the
Letter of Credit shall have been paid in full. If at any time the Lender
reasonably determines that the collateral so pledged (or caused to be pledged)
to it by the Borrower is subject to any right or claim of any Person other than
the Lender or that the aggregate Stipulated Value of such collateral is less
than the LC Exposure at such time, the Borrower will, forthwith upon demand by
the Lender, deliver (or cause PUSA to deliver) to the Lender, pursuant to the
Pledge Agreement, additional Cash Collateral to be so deposited and held by it,
having an aggregate Stipulated Value at least equal to the excess of (i) such LC
Exposure at such time over (ii) the aggregate Stipulated Value of the Cash
Collateral, if any, then pledged (or caused to be pledged) by the Borrower to
the Lender pursuant to this Section 7.02 that the Lender reasonably determines
to be free and clear of any such right and claim. In furtherance of the
foregoing, the Borrower shall promptly take (or cause to be taken) any and all
actions as shall be requested by the Lender to perfect the Lien in any and all
such collateral under applicable law.

                                  ARTICLE VIII

                                 MISCELLANEOUS

                  SECTION 8.01. 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 telex or telecopy, as follows:

                  (a) if to the Borrower, to it at 4th and 5th Fl., Pacific
         Commercial Building, 285 Cherry Hsiao East Road, Section 4, 10514
         Taipei, Taiwan, R.O.C., Attention of Tom Tung (Telecopy No. (011)
         886-22-777-2018; Telephone No. (011) 886-22-591-3668), with a copy to
         Pacific USA Holdings Corp., Willow Bend Center 1, 2740 North Dallas
         Parkway, Suite 200, Plano, Texas 75093-4705, Attention: Bill C. Bradley
         (Telecopy No. (972) 543-1501; Telephone No. (972) 543-1500); and

                  Letter of Credit and Reimbursement Agreement

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                                     - 42 -

                  (b) if to the Lender, to Swiss Re Financial Products
         Corporation, 55 East 52nd Street, New York, NY 10055, Attention of
         Treasurer (Telecopy No. (212) 317-5450; Telephone No. (212) 317-5400).

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. 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.

                  SECTION 8.02. Waivers; Amendments.

                  (a) No Deemed Waivers; Remedies Cumulative. No failure or
         delay by the 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 Lender 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 issuance of the Letter of Credit shall not be construed
         as a waiver of any Default, regardless of whether the 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
         Lender.

                  SECTION 8.03. Expenses; Indemnity; Damage Waiver.

                  (a) Costs and Expenses. The Borrower shall pay (or cause PUSA
to pay) (i) all reasonable out-of-pocket expenses incurred by the Lender and its
Affiliates, including the reasonable fees, charges and disbursements of counsel
for the Lender, in connection with the preparation and administration of this
Agreement, the other Loan Documents and the PUSA Facility Agreement (and each
agreement and other instrument executed in connection therewith) 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 Lender in
connection with the issuance, amendment, renewal or extension of the Letter of
Credit or any demand for payment thereunder, (iii) all out-of-pocket expenses
incurred by the Lender, including the fees, charges and disbursements of any
counsel for the Lender, in connection with the enforcement or protection of its
rights in connection with this Agreement, the other Loan Documents and the PUSA
Facility Agreement, including its rights under this Section, or in connection
with an LC Disbursement or the Loan made or Letter of Credit issued hereunder,
including in connection with any workout, restructuring or negotiations in
respect thereof and (iv) all transfer, stamp, documentary or other similar
taxes, assessments or charges levied by any governmental or revenue authority in
respect of this Agreement, any other Loan Document and the PUSA Facility
Agreement, or any other document referred to herein or therein and all costs,
expenses, taxes, assessments and other charges

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 43 -

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 Lender and each Related Party of the Lender (each such Person
being called an "Indemnitee") against, and to 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 the
PUSA Facility Agreement, or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations
hereunder or the consummation of the Transactions or any other transactions
contemplated hereby or thereby, (ii) any LC Disbursement, the Loan or the Letter
of Credit or the use of the proceeds therefrom (including any refusal by the
Lender to honor a demand for payment under the Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), or (iii) 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 are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee.

                  (c) 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 Loan
or Letter of Credit or the use of the proceeds thereof.

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

                  SECTION 8.04. 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 the 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 the Lender) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

                  (b) Assignment by the Lender. The Lender may, without the
consent of the Borrower, assign reimbursement obligations in respect of LC
Disbursements, the Loan, the Letter of Credit or any portion of any thereof.
Upon execution and delivery by an assignee of the Loan to the Borrower of an
instrument in writing pursuant to which such assignee agrees to

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 44 -

become the "Lender" hereunder, the assignee shall have the obligations, rights
and benefits of the Lender hereunder theretofore held by the Lender.

                  (c) Participations. The Lender may, without the consent of the
Borrower, sell participations to one or more banks or other entities (a
"Participant") in all or a portion of the Lender's rights and obligations under
this Agreement and the other Loan Documents (including all or a portion of
reimbursement obligations in respect of LC Disbursements, the Loan and the
Letter of Credit); provided that (i) the Lender's obligations under this
Agreement and the other Loan Documents shall remain unchanged, (ii) the Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations and (iii) the Borrower shall continue to deal solely and
directly with the Lender in connection with the Lender's rights and obligations
under this Agreement and the other Loan Documents. Any agreement or instrument
pursuant to which the Lender sells such a participation shall provide that the
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 the Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the
first proviso to Section 8.02(b) that affects such Participant. Subject to
paragraph (d) of this Section, the Borrower agrees that each Participant shall
be entitled to the benefits of Sections 2.09, 2.10 and 2.11 to the same extent
as if it were the Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section.

                  (d) Limitations on Rights of Participants. A Participant shall
not be entitled to receive any greater payment under Section 2.09 or 2.11 than
the 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.

                  SECTION 8.05. 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 Lender and
shall survive the execution and delivery of this Agreement and the making of any
LC Disbursement or the Loan and issuance of the Letter of Credit, regardless of
any investigation made by any such other party or on its behalf and
notwithstanding that the 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 any
reimbursement obligation in respect of an LC Disbursement, the principal of or
any accrued interest on the Loan or any fee or any other amount payable under
this Agreement is outstanding and unpaid or the Letter of Credit is outstanding.
The provisions of Sections 2.09, 2.10, 2.11 and 8.03 shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the payment of all reimbursement obligations in respect of
LC Disbursements, the repayment of the Loan the expiration or termination of the
Letter of Credit or the termination of this Agreement or any provision hereof.

                  SECTION 8.06. 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. Delivery of an
executed counterpart of this Agreement by telecopier shall be effective as
delivery of a manually executed counterpart of this Agreement. This Agreement
constitutes the entire contract between the parties relating to the subject
matter hereof and supersedes any

                  Letter of Credit and Reimbursement Agreement

<PAGE>


                                     - 45 -

and all previous agreements and understandings, oral or written, relating to the
subject matter hereof, including, as of the Effective Date, the Existing LC
Agreement (except to the extent that certain provisions thereof are expressly
stated to survive and remain in full force pursuant to Section 8.05 thereof).
Except as provided in Section 4.01, this Agreement shall become effective when
it shall have been executed by the Lender and when the Lender shall have
received a counterpart hereof bearing the signature of the Borrower, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.

                  SECTION 8.07. 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 8.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing, the 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 the 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 the Lender, irrespective of whether or not the Lender shall have made any
demand under this Agreement and although such obligations may be unmatured. The
rights of the Lender under this Section are in addition to other rights and
remedies (including other rights of setoff) which the Lender may have.

                  SECTION 8.09. Governing Law; Jurisdiction; Service of Process;
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 agrees
that any suit, action or proceeding with respect to this Agreement, the other
Loan Documents or any judgment entered by any court in respect thereof may be
brought in the United States District Court for the Southern District of New
York, and in the Supreme Court of the State of New York sitting in New York
County (including its Appellate Division), or in any other appellate court in
the State of New York, as the party commencing such suit, action or proceeding
may elect in its sole discretion; and the Borrower hereby irrevocably submits to
the jurisdiction of such courts for the purpose of any such suit, action,
proceeding or judgment. The Borrower further submits, for the purpose of any
such suit, action, proceeding or judgment brought or rendered against it, to the
appropriate courts of the jurisdiction of its domicile.

                  (c) Process Agent. 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
111 Eighth Avenue, New York, New York 10011, 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

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 46 -

service of process in any suit, action or proceeding in such courts by the
mailing thereof by the Lender by registered or certified mail, postage prepaid,
at its address set forth in Section 8.01 hereto.

                  (d) Other Service. Nothing herein shall in any way be deemed
to limit the ability of the Lender to serve any such writs, process or summonses
in any other manner permitted by applicable law or to obtain jurisdiction over
the Borrower in such other jurisdictions, and in such manner, as may be
permitted by applicable law.

                  (e) Waiver of Venue. The Borrower hereby irrevocably waives
any objection that it may now or hereafter have to the laying of the venue of
any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document brought in the Supreme Court of the State of New York,
County of New York, in the United States District Court for the Southern
District of New York, and hereby further irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum.

                  SECTION 8.10. 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 8.11. No Immunity. To the extent that the Borrower may
be or become entitled, in any jurisdiction in which judicial proceedings may at
any time be commenced with respect to this Agreement or any other Loan Document,
to claim for itself or its properties or revenues any immunity from suit, court
jurisdiction, attachment prior to judgment, attachment in aid of execution of a
judgment, execution of a judgment or from any other legal process or remedy
relating to its obligations under this Agreement or any other Loan Document, and
to the extent that in any such jurisdiction there may be attributed such an
immunity (whether or not claimed), the Borrower hereby irrevocably agrees not to
claim and hereby irrevocably waives such immunity to the fullest extent
permitted by the laws of such jurisdiction.

                  SECTION 8.12. Judgment Currency. This is an international loan
transaction in which the specification of Dollars and payment in New York City
is of the essence, and the obligations of the Borrower under this Agreement to
make payment to (or for account of) the Lender in Dollars shall not be
discharged or satisfied by any tender or recovery pursuant to any judgment
expressed in or converted into any other currency or in another place except to
the extent that such tender or recovery results in the effective receipt by the
Lender in New York City of the full amount of Dollars payable to the Lender
under this Agreement. If for the purpose of obtaining judgment in any court it
is necessary to convert a sum due hereunder in Dollars into another currency (in
this Section called the "judgment currency"), the rate of exchange that shall be
applied shall be that at which in accordance with normal banking

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 47 -

procedures the Lender could purchase such Dollars at the principal office of the
Lender in New York City with the judgment currency on the Business Day next
preceding the day on which such judgment is rendered. The obligation of the
Borrower in respect of any such sum due from it to the Lender hereunder or under
any other Loan Document shall, notwithstanding the rate of exchange actually
applied in rendering such judgment, be discharged only to the extent that on the
Business Day following receipt by the Lender of any sum adjudged to be due
hereunder in the judgment currency the Lender may in accordance with normal
banking procedures purchase and transfer Dollars to New York City with the
amount of the judgment currency so adjudged to be due; and the Borrower hereby,
as a separate obligation and notwithstanding any such judgment, agrees to
indemnify the Lender against, and to pay the Lender on demand, in Dollars, the
amount (if any) by which the sum originally due to the Lender in Dollars
hereunder exceeds the amount of the Dollars so purchased and transferred.

                  SECTION 8.13. Use of English Language. This Agreement has been
negotiated and executed in the English language. All certificates, reports,
notices and other documents and communications given or delivered pursuant to
this Agreement (including any modifications or supplements hereto) shall be in
the English language, or accompanied by a certified English translation thereof.
Except in the case of laws or official communications of Taiwan, in the case of
any document originally issued in a language other than English, the English
language version of any such document shall for purposes of this Agreement, and
absent manifest error, control the meaning of the matters set forth therein.

                  SECTION 8.14. 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 8.15. 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 the Lender or
by one or more subsidiaries or affiliates of the Lender and the Borrower hereby
authorizes the Lender to share any information delivered to the Lender by the
Borrower and its Subsidiaries pursuant to this Agreement, or in connection with
the decision of the 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 the Lender hereunder. Such authorization shall
survive the payment of all reimbursement obligations in respect of LC
Disbursements, the repayment of the Loan, the expiration or termination of the
Letter of Credit or the termination of this Agreement or any provision hereof.

                  (b) Confidentiality. The Lender 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

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 48 -

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 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 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.

                  Letter of Credit and Reimbursement Agreement

<PAGE>

                                     - 49 -

                  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.

                                              PACIFIC ELECTRIC WIRE & CABLE CO.,
                                              LTD., as Borrower

                                              By: /s/
                                                  ------------------------------
                                                  Name:
                                                  Title:

                                              SWISS RE FINANCIAL PRODUCTS
                                                 CORPORATION, as Lender

                                              By: /s/
                                                  ------------------------------
                                                  Name:
                                                  Title:

                                              By: /s/
                                                  ------------------------------
                                                  Name:
                                                  Title:

                  Letter of Credit and Reimbursement Agreement

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.C
<SEQUENCE>5
<FILENAME>c80290exv99wc.txt
<DESCRIPTION>AMENDED AND RESTATED PLEDGE AGREEMENT
<TEXT>
<PAGE>

                                                                       EXHIBIT C

                                                                [EXECUTION COPY]

                      AMENDED AND RESTATED PLEDGE AGREEMENT

                  AMENDED AND RESTATED PLEDGE AGREEMENT dated as of February 20,
2002 (this "Agreement") between PACIFIC ELECTRIC WIRE & CABLE CO., LTD., a
Taiwanese corporation (the "Borrower"), PACIFIC USA HOLDINGS CORP., a Texas
corporation ("PUSA"), PUSA INVESTMENT COMPANY, a Nevada corporation ("PUSIC"),
MONTFORD LIMITED, a British Virgin Islands international business company
("Montford"), ELAN INVESTMENTS LIMITED, a British Virgin Islands international
business company ("Elan"), TOP TARGET LIMITED, a British Virgin Islands
international business company ("Top Target"), BERGER SYSTEMS LIMITED, a British
Virgin Islands international business company ("Berger"), AUSTWAY SERVICES
LIMITED, a British Virgin Islands international business company ("Austway" and,
together with the Borrower, PUSA, PUSIC, Montford, Elan, Top Target and Berger,
the "Pledgors"), and SWISS RE FINANCIAL PRODUCTS CORPORATION, a Delaware
corporation (the "Lender").

                  The Borrower and the Lender are parties to an Amended and
Restated Letter of Credit and Reimbursement Agreement dated as of September
21,2001 (as amended, restated, supplemented and otherwise modified, including,
without limitation, pursuant to the Amendment No. 1 and Waiver Agreement dated
as of even date herewith between the Borrower and the Lender, and in effect from
time to time, the "LC Agreement"), providing for the issuance, subject to the
terms and conditions thereof, of a letter of credit by the Lender in favor of
the PUSA Facility Agent (as defined in the LC Agreement), as agent for the PUSA
Lenders (as defined therein), to provide credit support for certain obligations
of PUSA, a wholly owned subsidiary of the Borrower, to such PUSA Lenders.

                  To induce the Lender to enter into the LC Agreement and to
issue such letter of credit, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each Pledgor has
agreed to pledge and grant a security interest in the Collateral (as defined
below) thereof as security for the Secured Obligations (as defined below).

                  Accordingly, the parties hereto agree, effective as of March
 15, 2002, to amend and restate the Pledge Agreement dated as of September 1,
 2000 between the Borrower, PUSA, PUSIC and the Lender and (as so amended and
 restated) to continue such Pledge Agreement and the security interest and Lien
 created thereunder, and otherwise, as follows:

                                    ARTICLE I

                         DEFINITIONS AND INTERPRETATION

                  Section 1.01 Definitions.

                  (a) Capitalized terms used but not otherwise defined herein
 shall have the respective meanings assigned to them in the LC Agreement.

                      Amended and Restated Pledge Agreement

<PAGE>
                                       2

                  (b) As used in this Agreement, the terms defined in the
introductory paragraphs hereto shall have the respective meanings set forth
therein and the following terms shall have the respective meanings set forth
below:

                  "APWC" means Asia Pacific Wire & Cable Corporation Limited, a
         Bermuda exempted company.

                 "Collateral" means, in respect of any Pledgor, collectively
         (without duplication) all of the right, title and interest of such
         Pledgor in, to and under (i) the Pledged Instruments in respect of such
         Pledgor, (ii) the Stock Collateral in respect of such Pledgor, (iii)
         the sub-account of the Collateral Account maintained in respect of such
         Pledgor in accordance herewith, including without limitation any and
         all Pledged Instruments credited to such sub-account of the Collateral
         Account from time to time and all other securities, financial assets
         and securities entitlements carried therein from time to time, and (iv)
         any and all Proceeds of any of the foregoing, in each case whether now
         owned by such Pledgor or hereafter acquired and whether now existing or
         hereafter coming into existence.

                  "Collateral Account" has the meaning assigned to such term in
         Section 2.04.

                  "Collateral Adjustment Notice" has the meaning assigned to
         such term in Section 2.05(a).

                  "Collateral Balance" means, in respect of all Pledgors,
         without duplication, the aggregate Stipulated Value of all Collateral
         (other than the Stock Collateral) pledged to the Lender hereunder by
         the Pledgors from time to time.

                  "Collateral Reduction Notice" has the meaning assigned to such
         term in Section 2.05(a).

                  "Collateral Statement" has the meaning assigned to such term
         in Section 2.03.

                  "Excess Collateral" means, at any time, Collateral (other than
          the Stock Collateral) having an aggregate Stipulated Value equal to
          the excess, if any, of (i) the Collateral Balance at such time over
          (ii) the Required Collateral Balance at such time.

                  "Issuer" means each of APWC, Laidlaw and Tomson.

                  "Laidlaw" means Laidlaw Global Corp., a Delaware corporation.

                  "Pledged Instruments" means, in respect of any Pledgor, any
          and all Eligible Collateral from time to time pledged and assigned by
          such Pledgor to the Lender pursuant hereto, which shall be itemized
          and described in the respective Collateral Statements delivered from
          time to time hereunder to the Lender in accordance with Section 2.03,
          and deposited by such Pledgor into the Collateral Account for credit
          to its sub-account thereunder or, with the prior written consent of
          the Lender, otherwise delivered to the Lender in a manner satisfactory
          to the Lender.

                  "Pledged Stock" means (i) in respect of PUSIC, all shares of
          capital stock of whatever class of Laidlaw, (ii) in respect of PUSA,
          6,976,666 shares of common stock of

                      Amended and Restated Pledge Agreement

<PAGE>
                                       3

        APWC represented by the certificate identified in Annex 1, (iii) in
        respect of Montford, Elan, Top Target, Berger and Austway, all shares of
        capital stock of whatever class of Tomson and (iv) in respect of all
        Pledgors, any and all certificates and other instruments evidencing the
        shares of capital stock referred to in clauses (i), (ii) and (iii)
        above, including, without limitation, all certificates identified in
        Annex 1.

                  "Proceeds" means all "proceeds" as such term is defined in
         Section 9-102(64) of the UCC on the date hereof and, in any event,
         shall include, without limitation, all distributions or other income or
         other collections from or with respect to any of the Collateral.

                  "Required Collateral Balance" means the aggregate Stipulated
         Value of Collateral (other than the Stock Collateral) required, from
         time to time, to be pledged by the Borrower, or caused to be pledged by
         the Borrower, to the Lender pursuant to the LC Agreement.

                  "Secured Obligations" means, collectively:

                  (a) the unpaid principal of and interest under the Loan under
         (and as defined in) the Letter of Credit and Reimbursement Agreement
         dated as of September 1, 2000 between the Borrower and the Lender (as
         in effect immediately prior to giving effect to the LC Agreement, the
         "2000 LC Agreement"), all obligations of the Borrower arising under or
         in connection with the 2000 LC Agreement and all other obligations and
         liabilities of the Borrower, whether direct or indirect, absolute or
         contingent, due or to become due, now existing or hereafter incurred,
         which may arise under, out of, or in connection with, the 2000 LC
         Agreement or the Loan, the Letter of Credit, any other Loan Document or
         the PUSA Credit Documentation (each as defined in the 2000 LC
         Agreement), whether on account of principal, interest, reimbursement
         obligations, fees, indemnities, costs, expenses (including, without
         limitation, all reasonable fees and disbursements of counsel to the
         Lender) or otherwise; and

                  (b) the unpaid principal of and interest under the Loan, all
         obligations of the Borrower arising under or in connection with the LC
         Agreement and all other obligations and liabilities of the Borrower,
         whether direct or indirect, absolute or contingent, due or to become
         due, now existing or hereafter incurred, which may arise under, out of,
         or in connection with, the LC Agreement, the Loan, the Letter of
         Credit, this Agreement, any other Loan Document or the PUSA Credit
         Documentation, whether on account of principal, interest, reimbursement
         obligations, fees, indemnities, costs, expenses (including, without
         limitation, all reasonable fees and disbursements of counsel to the
         Lender) or otherwise.

                  "Stock Collateral" means:

                  (a) the Pledged Stock;

                  (b) all shares, securities, moneys or property representing a
         dividend on any of the Pledged Stock, or representing a distribution or
         return of capital upon or in respect of the Pledged Stock, or resulting
         from a split-up, revision, reclassification or other like change of the
         Pledged Stock or otherwise received in exchange therefor, and any

                      Amended and Restated Pledge Agreement

<PAGE>
                                       4

         subscription warrants, rights or options issued to the holders of, or
         otherwise in respect of, the Pledged Stock, together with any and all
         certificates and other instruments evidencing the same; and

                  (c) without affecting the obligations of the Pledgors under
         any provision prohibiting such action hereunder or under the LC
         Agreement, in the event of any consolidation or merger of any Issuer in
         which such Issuer is not the surviving corporation, all shares of each
         class of the capital stock, which are distributable to or behalf of or
         received by a Pledgor in respect of the Pledged Stock, of the successor
         corporation (unless such successor corporation is the Borrower) formed
         by or resulting from such consolidation or merger, together with any
         and all certificates and other instruments evidencing the same.

                  "Tomson" means Tomson Group Limited, a Cayman Islands company.

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

                  Section 1.02 Interpretation. In this Agreement, unless a clear
intention to the contrary appears:

                  (a) the singular includes the plural and vice versa;

                  (b) reference to any person includes such person's successors
         and assigns;

                  (c) reference to any gender includes each other gender;

                  (d) references to any agreement (including this Agreement),
         document or instrument means such agreement, document or instrument as
         amended, restated, supplemented and otherwise modified and in effect
         from time to time in accordance with the terms thereof and, if
         applicable, the terms hereof; and

                  (e) reference to any law, regulation, rule, order or decree
         means such law, regulation, rule, order or decree as amended, modified,
         codified or recodified, in whole or in part, and in effect from time to
         time.

                                   ARTICLE II

                     COVENANT AND GRANT OF SECURITY INTEREST

                  Section 2.01 Pledgors; Covenant of Required Collateral.

                  (a) Pledgors. In accordance with Sections 5.08 and 5.10 of the
LC Agreement, the Borrower is required from time to time to pledge, or cause the
Pledgors to pledge, certain collateral in favor of the Lender as security for
the Secured Obligations.

                  (b) Required Collateral. The Pledgors covenant and agree to
maintain, at all times during the term of this Agreement, in addition to the
Stock Collateral, Eligible Collateral pledged to the Lender pursuant hereto
having an aggregate Stipulated Value not less than the

                      Amended and Restated Pledge Agreement

<PAGE>
                                       5

Required Collateral Balance at such time. Such Eligible Collateral so pledged
hereunder in accordance herewith may consist, from time to time, of any
combination of Eligible Collateral.

                  (c) Excess Collateral. To the extent there shall be any Excess
Collateral pledged hereunder such Excess Collateral shall (subject to Section
2.05) be released from the Lien of this Agreement in each instance in accordance
with the terms and conditions of Section 2.05 hereof.

                  Section 2.02 Grant of Security Interest. Each Pledgor hereby
pledges, transfers, sets over and assigns to the Lender, and grants to the
Lender a continuing security interest in, lien upon, and right of set-off
against, the Collateral of such Pledgor and all Proceeds thereof, to secure the
prompt payment, performance and observance in full when due (whether at stated
maturity, by acceleration or otherwise) of all of the Secured Obligations. Each
Pledgor agrees to ensure that such security interests and liens will constitute
perfected and first priority security interests in such Collateral.

                  Section 2.03 Collateral Statements. Not later than the 15th
day of each calendar month so long as the Loan or the Letter of Credit shall be
outstanding, and on the date of each pledge hereunder by any Pledgor of any
Eligible Collateral or Stock Collateral (other than the Pledged Stock), the
Borrower shall cause to be delivered to the Lender a Collateral Statement
("Collateral Statement"), substantially in the form of Exhibit A hereto, setting
forth the information as of the first day of such month in respect of the
Collateral pledged hereunder by each Pledgor as set forth on such Exhibit A.

                  Section 2.04 Collateral Account. The Lender will cause to be
maintained at a financial institution to be selected by the Lender in its sole
discretion one or more accounts (collectively, the "Collateral Account"), and
sub-accounts of the Collateral Account which shall be maintained on a
ledger-entry basis in respect of Collateral credited to the Collateral Account
pledged by the respective Pledgors hereunder (such that a separate sub-account
shall be so maintained in respect of each Pledgor hereunder), all in the name
and under the sole dominion and control of the Lender, which Collateral Account
(together with the respective sub-accounts thereof) will be a "securities
account" (as defined in Section 8-501 of the Uniform Commercial Code), and in
respect of which the Lender is the "entitlement holder" (as defined in Section
8-102(a)(7) of the Uniform Commercial Code), into which Collateral Account (and
the respective sub-accounts thereof) there shall be deposited by the respective
Pledgors, on or prior to the Effective Date, the Pledged Stock (to the extent
not otherwise delivered on or prior to the Effective Date to the Lender in a
manner satisfactory thereto in its sole discretion), and by the respective
Pledgors from time to time Pledged Instruments and the Stock Collateral (other
than the Pledged Stock), and all Proceeds of the Collateral, constituting the
Collateral required to be pledged to the Lender by the Pledgors hereunder from
time to time, and into which the respective Pledgors may from time to time
deposit any additional Eligible Collateral they wish to pledge to the Lender
from time to time as additional Collateral hereunder. The Stock Collateral,
together with the Pledged Instruments and Proceeds of Collateral deposited from
time to time into the Collateral Account by any Pledgor, shall constitute
Collateral and shall not constitute or be deemed to constitute payment of any of
the Secured Obligations until so applied by the Lender as hereinafter provided.
Except as otherwise expressly set forth herein, no Pledgor shall have any right
of withdrawal from the Collateral Account. At any time following the occurrence
and during the continuance of an Event of Default, the Lender may in its sole
discretion apply or cause to be applied (subject to collection) the balance from
time to time credited to the sub-account of the Collateral Account related to
each Pledgor to the payment of any or all of the

                      Amended and Restated Pledge Agreement

<PAGE>
                                       6

Secured Obligations in such order as the Lender shall determine in its sole
discretion. Unless an Event of Default shall have occurred and be continuing,
the Lender shall cause any cash balance in the Collateral Account from time to
time to be invested and reinvested in any Eligible Collateral in accordance with
written instructions delivered by the Borrower to the Lender from time to time.
All interest and investment proceeds earned on any Collateral held in any
sub-account of the Collateral Account (including the reinvestment thereof) shall
remain on deposit in such sub-account of the Collateral Account, subject to the
provisions hereof. Any and all Collateral in the Collateral Account from time to
time shall be held by the Lender in its name and possession subject to the terms
and conditions of this Agreement, until applied or paid out in accordance with
the terms hereof.

                  Section 2.05 Adjustments in Collateral.

                  (a) Collateral Reduction Notice; Collateral Adjustment Notice.
At any time on or before the last day of any calendar month (provided that the
Pledgors have delivered or (subject to Section 2.03) simultaneously deliver, the
Collateral Statement for such month), the Borrower may, at the sole cost and
expense of the Borrower, (i) in the event there shall be Excess Collateral
(permitted to be released in accordance with this Section 2.05(a)) in excess of
$100,000 pledged hereunder at such time, direct the Lender to release items of
Collateral (other than Stock Collateral) having an aggregate Stipulated Value of
not less than $100,000, so as to reduce the Collateral Balance to any amount not
less than the Required Collateral Balance, by delivery to the Lender of a
Collateral Reduction Notice ("Collateral Reduction Notice") setting forth in
reasonable detail the items of Collateral constituting such Excess Collateral
requested to be so released and appropriate calculations setting forth the
respective amounts of such Collateral Balance and Required Collateral Balance
immediately after giving effect to such requested release; and/or (ii) not more
frequently than once in any consecutive 30-day period, modify the combination of
Eligible Collateral constituting Collateral pledged hereunder (other than in
respect of instructions furnished by the Borrower relating to investment or
reinvestment of any cash balance in the Collateral Account in accordance with
Section 2.04, to which this Section 2.05(a) shall not apply), by delivery to the
Lender of a Collateral Adjustment Notice ("Collateral Adjustment Notice")
setting forth in reasonable detail the items of Eligible Collateral to be added
and the items of Collateral (other than the Stock Collateral) to be released
pursuant thereto, and appropriate calculations confirming that the overall
Collateral Balance shall not be reduced by virtue of giving effect thereto,
together with the financing statements and other documentation required
hereunder and any new or additional Collateral required pursuant to such notice.

                  (b) Release of Collateral. Upon receipt from the Borrower of
any Collateral Reduction Notice and/or Collateral Adjustment Notice, together
with any and all documentation required therewith, all in form and substance
satisfactory to the Lender in accordance herewith, the Lender shall promptly,
and in any event within five (5) Business Days after its receipt of such notice
and all other required documentation, at the sole cost and expense of the
Borrower, release and (if applicable) distribute to the relevant Pledgor the
Collateral to be so released pursuant to such notice and shall execute any and
all appropriate releases and financing termination statements necessary or
appropriate to reflect any release or adjustment in the Collateral in accordance
herewith pursuant to such notice; provided that (i) the Stock Collateral will in
no event be released pursuant to this Section 2.05(b) and (ii) no Collateral
shall be released so long as an Event of Default is continuing.

                     Amended and Restated Pledge Agreement

<PAGE>
                                       7

                  (c) Release of Excess Foreign Stock Collateral. Upon receipt
by the Lender from the Borrower of (i) a notice, pursuant to which the Borrower
and PUSA shall represent and warrant to the Lender that the aggregate amount of
shares of common stock of APWC pledged hereunder by PUSA and its Subsidiaries
exceed 65% of the aggregate amount of all the then outstanding shares of common
stock issued by APWC, or the aggregate amount of shares of Tomson pledged
hereunder by PUSA and its Subsidiaries exceed 65% of the aggregate amount of all
the then outstanding shares (of the same class) of Tomson, and (ii) such other
documentation and opinions of counsel (satisfactory to the Lender) evidencing
the same as the Lender shall reasonably request, if any, the Lender shall, so
long as no Event of Default is continuing, promptly (within five (5) Business
Days after its receipt of such notice and all other required documentation), at
the sole cost and expense of the Borrower, release and (if applicable) deliver
to the relevant Pledgor Collateral consisting of shares of common stock of APWC
or shares of Tomson, as the case may be, to the extent that all such shares
pledged hereunder exceed 65% of the aggregate amount of all the then outstanding
shares of the same class of such Issuer.

                                   ARTICLE III

                             OPERATIONS AND RECORDS

                  Section 3.01 Operations Generally.

                  (a) Pledged Instruments. So long as no Event of Default shall
have occurred and be continuing, the respective Pledgors shall be permitted to
exercise voting, consensual and other powers of ownership, if any, in respect of
the respective Pledged Instruments and Pledged Stock, and the Lender shall
execute and deliver to the respective Pledgors or cause to be executed and
delivered to the respective Pledgors all such proxies, powers of attorney,
dividend and other orders, and all such instruments, without recourse, as the
Pledgors may reasonably request for the purpose of enabling the Pledgors to
exercise the rights and powers that they are entitled to exercise pursuant to
this Section 3.01 (a); provided, that no vote shall be cast or other action
taken by any Pledgor which would impair any of the Collateral or which would be
inconsistent with or result in any violation of any provision of this Agreement
or any of the other Loan Documents.

                  (b) Event of Default. Upon the occurrence and during the
continuance of an Event of Default, (i) upon written notice to the Pledgors from
the Lender, the Lender shall be entitled to exercise the rights and remedies
described in Section 5.01, (ii) no Pledgor shall be entitled to exercise rights
as owner in respect of any of the Collateral but shall act only at the direction
of the Lender and (iii) upon written notice to the Pledgors from the Lender, any
Proceeds or other amounts collected by any Pledgor in respect of any of the
Collateral shall be received and held thereby in trust for the Lender and shall
be delivered thereby to the Lender forthwith.

                  Section 3.02 Further Assurances. Each Pledgor will from time
to time, at its expense, perform all acts and execute all documents and
instruments (including, without limitation, financing statements) necessary and
appropriate, in the reasonable discretion of the Lender, in order to execute,
perfect and maintain a valid first priority lien upon, pledge of and security
interest in the Collateral, and in order to enable the Lender to enforce its
rights hereunder with respect to any or all of the Collateral, in accordance
with applicable law, and to

                      Amended and Restated Pledge Agreement

<PAGE>

                                        8

preserve the full benefits of this Agreement and of the rights and powers herein
granted. Any Collateral, or any amount payable under or in connection with any
of the Collateral, which is or shall be or become evidenced by any instrument,
shall be immediately delivered to the Lender and duly endorsed in a manner
satisfactory to the Lender, to be held as Collateral pursuant to this Agreement.

                  Section 3.03 Delivery of Securities. If any of the shares,
securities, moneys or property required to be pledged by any Pledgor under
clauses (a), (b) and (c) of the definition of Stock Collateral in Section 1.01
are received by such Pledgor, such Pledgor will forthwith either (i) transfer
and deliver to the Lender such shares or securities so received by such Pledgor
(together with the certificates or instruments for any such shares and
securities duly endorsed in blank or accompanied by undated stock powers duly
executed in blank), all of which thereafter shall be held by the Lender,
pursuant to the terms of this Agreement, as part of the Collateral or (ii) take
such other action as the Lender shall deem necessary or appropriate to duly
record the Lien created hereunder in such shares, securities, moneys or property
in said clauses (a), (b) and (c).

                  Section 3.04 Books and Records.

                  (a) Maintenance. Each Pledgor shall keep and maintain full and
accurate books and records pertaining to the Collateral in such detail, form and
scope as the Lender shall reasonably require. Each Pledgor will mark its books
and records with appropriate notations indicating that the Collateral has been
pledged and assigned to the Lender pursuant hereto.

                  (b) Inspection, Etc. At reasonable times and upon reasonable
notice, the Lender shall have the right to inspect and make abstracts from the
books and records of each Pledgor pertaining to the Collateral. Upon the
occurrence and during the continuance of an Event of Default, upon written
request from the Lender, each Pledgor shall forward copies of any notices or
communications received thereby with respect to the Collateral, all in such
manner as the Lender may require.

                  Section 3.05 Other Financing Statements and Liens. Without the
prior written consent of the Lender, no Pledgor shall file or suffer to be on
file, or authorize or permit to be filed or to be on file, in any jurisdiction,
any financing statement or like instrument with respect to any of the Collateral
in which the Lender is not named as the sole secured party.

                  Section 3.06 Preservation of Rights. The Lender shall not be
required to take steps necessary to preserve any rights against prior parties to
any of the Collateral.

                  Section 3.07 Taxes. Each Pledgor shall pay, prior to
delinquency, all taxes, assessments and governmental charges or levies imposed
upon, and all claims against, the Collateral pledged by such Pledgor, and save
the Lender harmless from any and all liabilities with respect to, or resulting
from any delay in paying, any and all stamp, excise, sales or other taxes which
may be payable or determined to be payable with respect to such Collateral;
provided, that such Pledgor shall not be required to pay any such tax,
assessment or governmental charge if the amount, applicability or validity
thereof is being contested in good faith by appropriate proceedings (or payment
may be made without penalty), and a reserve, if appropriate, has been
established with respect thereto.

                      Amended and Restated Pledge Agreement

<PAGE>

                                       9

                  Section 3.08 Attorney-in-Fact. Without limiting any rights or
powers granted by this Agreement to the Lender so long as no Event of Default
shall have occurred, upon the occurrence and during the continuance of any Event
of Default the Lender is hereby appointed the attorney-in-fact of each Pledgor
for the purpose of carrying out the provisions of this Agreement and taking any
action and executing any instruments on behalf of each Pledgor that the Lender
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 Lender shall be
entitled hereunder to make collections in respect of Collateral, the Lender
shall have the right and power to receive, endorse and collect all checks made
payable to the order of any Pledgor representing any payment or other
distribution in respect of any of the Collateral or any part thereof and to give
full discharge for the same.

                  Section 3.09 Financing Statements. Each Pledgor hereby
authorizes the Lender to file or cause to be filed, or to have caused to have
been filed prior to the date hereof, one or more financing statements with
respect to the Collateral in respect of such Pledgor and/or all Pledgors in such
filing offices in such jurisdictions with which such a filing is (a) required to
perfect the security interest hereunder of such Pledgor or (b) reasonably
desirable (in the Lender's discretion) to give notice of the security interest
hereunder of such Pledgor and/or the other Pledgors.

                                   ARTICLE IV

                   REPRESENTATIONS, WARRANTIES AND COVENANTS

                  Section 4.01 Representations and Warranties. Each Pledgor
hereby represents and warrants to, and agrees with, the Lender as follows:

                  (a) Ownership. It is the legal and beneficial owner of the
Collateral pledged (or purported to be pledged) by it hereunder, free and clear
of any lien, security interest, option or other charge or encumbrance except for
the liens and security interests in favor of the Lender created by this
Agreement and the other Loan Documents.

                  (b) Security Interest. Upon its execution of this Agreement
and its taking such other actions necessary to perfect the Lien of the Lender in
the Collateral pledged (or purported to be pledged) thereby hereunder, the
pledge and assignment of such Collateral thereby hereunder will create a valid,
first priority perfected security interest in such Collateral in favor of the
Lender, securing the prompt payment, performance and observance in full when due
(whether at stated maturity, by acceleration or otherwise) of the Secured
Obligations.

                  (c) Status of Pledged Stock. The Pledged Stock is, and all
other Stock Collateral consisting of shares or securities in which the
respective Pledgors shall hereafter grant a security interest pursuant to
Section 2.02 will be, duly authorized, validly issued and existing, fully paid
and non-assessable, and none of such Stock Collateral is or will be subject to
any contractual restriction, or any restriction under the charter or by-laws of
any Issuer upon the transfer of such respective Stock Collateral (except for any
such restriction contained herein or in the LC Agreement).

                      Amended and Restated Pledge Agreement

<PAGE>
                                       10

                  (d) No Other Stock. The Pledged Stock constitutes, on each of
the date hereof and the Effective Date, all of the issued and outstanding shares
of capital stock of any class of (i) Laidlaw beneficially owned by PUSIC and
(ii) subject to the proviso to Section 4.05(a), APWC beneficially owned by PUSA
and (iii) Tomson beneficially owned by Montford, Elan, Top Target, Berger and
Austway (whether or not such capital stock is registered in the name of such
Pledgors). Annex 1 correctly identifies, on each of the date hereof and the
Effective Date, (A) each certificate and other instrument registered in the name
of, or otherwise issued to, any Pledgor that evidences Pledged Stock, (B) the
respective number of shares (and registered owner thereof, unless such shares
are uncertificated held through a clearing system) represented by each such
certificate or instrument (C) the respective Issuers of the shares constituting
Pledged Stock and (D) the respective class and par value of the shares
constituting Pledged Stock. Annex 1 correctly specifies, on each of the date
hereof and the Effective Date, all such shares constituting Pledged Stock that
are uncertificated or held through a clearing system.

                  (e) Consents. No consent of any other Person (including,
without limitation, any owner or creditor of such Pledgor) that has not been
obtained, is required in connection with its execution, delivery, or
performance, or the validity or enforceability, of this Agreement.


                  (f) Principal Place of Business, Etc. The principal place of
business of each Pledgor, and the chief executive office within the United
States (if any) of such Pledgor, are as set forth in Exhibit B hereto.

                  (g) Benefit. It has received, or will receive, direct or
indirect benefit from the making of the pledge by it hereunder securing the
extensions of credit made to or in favor of the Borrower under the LC Agreement.

                  (h) Solvency, Etc. As of the date hereof, and at all times
during the term hereof, the Borrower and its Subsidiaries, taken as a whole,
are, and will be, solvent, and have and will have property and assets which,
fairly valued, exceed their obligations, liabilities (including without
limitation contingent liabilities) and debts, have and will have property and
assets sufficient to repay their obligations and liabilities, and are not, and
will not be, engaged or about to engage in any business or transaction for which
their property and assets constitute an unreasonably small capital. For all
purposes of the foregoing sentence, any and all Collateral pledged hereunder by
any Pledgor from time to time shall be deemed not to be owned by such Pledgor
and not to be the assets or property of such Pledgor. The failure of any Pledgor
to comply with this Section 4.01(h) shall constitute an Event of Default under
the LC Agreement.

                  (i) Organization, Etc. It (i) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization, (ii) has all requisite power and authority to carry on its
business as now conducted and, (iii) 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.

                  (j) Authorization, Etc. Its execution, delivery and
performance of this Agreement are within its 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 it
and constitutes its legal, valid and binding obligation, enforceable against it
in accordance with its terms, except as such enforceability may be limited by
(i) bankruptcy,

                      Amended and Restated Pledge Agreement

<PAGE>
                                       11

insolvency, reorganization, moratorium or similar laws of general applicability
affecting the enforcement of creditors' rights and (ii) the application of
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

                  (k) Governmental Approvals, Etc. Its execution, delivery and
performance of this Agreement (i) does not require any consent or approval
(including any exchange control approval) of, registration or filing with, or
any other action by, any Governmental Authority (including without limitation
the Central Bank of Taiwan), 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 hereto, (b) will not violate any applicable law or
regulation (including without limitation regulations of the Central Bank of
Taiwan) or its charter, by-laws or other organizational documents 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 it or its 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 hereto, will not result in
the creation or imposition of any Lien on any of its assets.

                  (l) Investment Company Status. It is not, and none of its
Subsidiaries is an "investment company" as defined in, or subject to regulation
under, the Investment Company Act of 1940.

                  (m) Ownership of PUSA and PUSIC. PUSA is a Subsidiary of the
Borrower and is more than 99% indirectly owned by the Borrower with, as of the
date hereof, (i) the Borrower holding 14.465% of the issued and outstanding
shares of capital stock of PUSA, (ii) Blinco Enterprises Limited, a Subsidiary
of the Borrower that is more than 99% indirectly owned by the Borrower, holding
74.681% of the issued and outstanding shares of capital stock of PUSA, (iii)
Moon View Ventures Limited, a Subsidiary of the Borrower that is more than 99%
indirectly owned by the Borrower, holding 3.021% of the issued and outstanding
shares of capital stock of PUSA, (iv) PEWC First (APWC) Holdings Limited, a
wholly owned Subsidiary of the Borrower, holding 4.592% of the issued and
outstanding shares of capital stock of PUSA, and (v) Trigen Investment Holdings
Limited, a Subsidiary of the Borrower that is more than 99% indirectly owned by
the Borrower, holding 3.241% of the issued and outstanding shares of capital
stock of PUSA. PUSIC is a wholly-owned Subsidiary of PUSA.

                  Section 4.02 Representation and Warranty of PUSA. PUSA hereby
represents and warrants to the Lender that all representations and warranties
made by it under the PUSA Credit Documentation to the PUSA Lenders are true and
correct on and as of the Effective Date.

                  Section 4.03 Covenants. Each Pledgor hereby covenants with the
Lender that, so long as it shall constitute a Pledgor hereunder and during the
term of this Agreement, it will:

                  (a) Compliance with Law. Comply and cause each of its
Subsidiaries to, comply with all laws (including without limitation all
Environmental Laws), rules, regulations and orders of any Governmental Authority
applicable to it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

                  (b) Taxes, Etc. Pay and cause each of its Subsidiaries to, pay
its obligations, including tax liabilities, that, if not paid, could result in a
Material Adverse Effect before the

                      Amended and Restated Pledge Agreement

<PAGE>
                                       12

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)
it 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.

                  (c) Existence and Form. Preserve, renew and keep in full force
and effect, and 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; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section
4.03(e).

                  (d) Notice of Default. Furnish to the Lender forthwith upon
such Pledgor becoming aware of any condition or event which constitutes a
Default (and which condition, event or Default is continuing), a certificate
signed by a Financial Officer or other executive officer of such Pledgor
specifying the nature and period of existence thereof and the action being taken
or proposed to be taken with respect thereto.

                  (e) Merger, Etc. Not, nor will it permit any of its
Subsidiaries to (i) enter into any transaction of merger or consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), (ii) acquire any business or property from, or
capital stock of, or be a party to any acquisition of, any Person except for
purchases of inventory and other property to be sold or used in the ordinary
course of business and Investments permitted under Section 6.04 of the LC
Agreement, provided that the aggregate purchase price in respect of all such
acquisitions shall not exceed $200,000,000, (iii) 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 (determined in accordance
with GAAP) in excess of $100,000, (y) any inventory or other property sold or
disposed of in the ordinary course of business and on ordinary business terms,
and (z) dispositions of business or property, the aggregate fair market value
(determined in accordance with GAAP) of which for all such dispositions shall
not exceed $100,000,000 at any time.

                  Notwithstanding the foregoing provisions of this Section
4.03(e):

                  (i) any Subsidiary of a Pledgor 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 company or corporation; provided, further, that if any such
         transaction shall between a Pledgor and Subsidiary that is not a
         Pledgor, the Pledgor shall be the continuing or surviving company or
         corporation;

                  (ii) any Subsidiary of a Pledgor may sell, lease, transfer or
          otherwise dispose of any or all of its property (upon voluntary
          liquidation or otherwise) to such Pledgor or any wholly owned
          Subsidiary of such Pledgor; and

                      Amended and Restated Pledge Agreement

<PAGE>
                                       13

                  (iii) the capital stock of any Subsidiary of a Pledgor may be
         sold, transferred or otherwise disposed of to such Pledgor or any
         wholly owned Subsidiary of such Pledgor.

                  Section 4.04 Covenants Relating to the PUSA Credit
Documentation.

                  (a) PUSA hereby covenants with the Lender that it will perform
all covenants and agreements required to be performed by it pursuant to the PUSA
Credit Documentation in accordance with the terms and conditions thereof.

                  (b) The Borrower hereby covenants with the Lender that it will
cause PUSA to perform all covenants and agreements required to be performed by
PUSA pursuant to the PUSA Credit Documentation in accordance with the terms and
conditions thereof.

                  Section 4.05 Provisions Relating to the Stock Collateral.

                  (a) Each Pledgor will cause the Stock Collateral to include at
all times 100% of the total number of shares of each class of capital stock of
each Issuer (or any permitted successor in respect thereof) then outstanding and
owned directly or indirectly by each such Pledgor, provided that PUSA and its
Subsidiaries shall not be required to pledge hereunder Stock Collateral that
consists of (i) shares of common stock of APWC to the extent that such a pledge
would cause the aggregate amount of all shares of common stock of APWC pledged
hereunder by PUSA and its Subsidiaries to exceed 65% of the aggregate amount of
all the then outstanding shares of common stock of APWC or (ii) shares of Tomson
to the extent that such a pledge would cause the aggregate amount of all shares
of such same class of Tomson pledged hereunder by PUSA and its Subsidiaries to
exceed 65% of the aggregate amount of all the then outstanding shares of the
same class of Tomson.

                  (b) Unless and until an Event of Default has occurred and is
continuing, each Pledgor shall be entitled to receive and retain any dividends
on the Stock Collateral paid in cash out of earned surplus.

                  (c) If any Event of Default shall have occurred, then so long
as such Event of Default shall continue, and whether or not the Lender exercises
any available right to declare any of the Secured Obligations due and payable or
seeks or pursues any other relief or remedy available to it under applicable law
or under this Agreement, the LC Agreement or any other agreement relating to
such Secured Obligations, all dividends and other distributions on the Stock
Collateral shall be paid directly to the Lender and retained by it in the
Collateral Account as part of the Collateral (to the extent not otherwise
delivered to the Lender in a manner satisfactory thereto in its sole
discretion), subject to the terms of this Agreement, and, if the Lender shall so
request in writing, each Pledgor agrees to execute and deliver to the Lender
appropriate additional dividend, distribution and other orders and documents to
that end, provided that if such Event of Default is cured, any such dividend or
distribution theretofore paid to the Lender shall, upon request of such Pledgor
(except to the extent theretofore applied to the Secured Obligations), be
returned by the Lender to that Pledgor.

                  (d) No Pledgor shall sell, convey, transfer, create, incur or
suffer to exist any Lien or adverse claim upon, or otherwise dispose of, any
right, title or interest in any of the Pledged Stock without the prior written
consent of the Lender.

                      Amended and Restated Pledge Agreement

<PAGE>
                                       14

                                   ARTICLE V

                                    REMEDIES

                  Section 5.01 Rights and Remedies.

                  (a) Event of Default. Upon the occurrence and during the
continuance of any Event of Default, the Lender shall have the right, in
addition to any other rights which the Lender may have under the Loan Documents
or otherwise under applicable law:

                  (i) to appropriate, set off and apply, as the Lender in its
         sole discretion may determine, any or all of the Collateral pledged by
         each Pledgor hereunder to the payment of any or all of the Secured
         Obligations in such order as the Lender in its sole discretion may
         elect;

                  (ii) to enforce collection of any or all of the Collateral and
         to settle or compromise any amounts owing thereon;

                  (iii) to prosecute any action, suit or proceeding with respect
         to any or all of the Collateral;

                  (iv) to sell, assign and deliver all or any part of the
         Collateral at a public sale or by private arrangement, in accordance
         with Section 5.02 hereof, for cash or upon credit or otherwise, as the
         Lender shall reasonably determine, as provided in the Uniform
         Commercial Code (with respect to sales conducted within the United
         States of America) or other applicable law relating to commercial sales
         and secured transactions (with respect to sales conducted outside the
         United States of America); and

                  (v) to direct any Pledgor, on the Lender's behalf and for the
         Lender's account, to collect and otherwise enforce all remittances and
         all amounts unpaid on the Collateral; and no Pledgor in such event
         shall commingle such collections with its own funds or use the same for
         any purpose, but shall receive in trust and cause to be delivered to
         the Lender in original form, duly endorsed by such Pledgor, for deposit
         with the Lender, all checks, drafts, notes, money orders, acceptances,
         cash and other evidences of indebtedness.

                  Each Pledgor recognizes that, by reason of certain
prohibitions contained in the Securities Act of 1933, as amended, and applicable
state securities laws, the Lender 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. Each of
the Pledgors acknowledges that any such private sales may be at prices and on
terms less favorable to the Lender than those obtainable through a public sale
without such restrictions, and, notwithstanding such circumstances, agrees that
any such private sale shall be deemed to have been made in a commercially
reasonable manner and that the Lender 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 or issuer thereof to
register it for public sale.

                  Section 5.02 Notice and Sale. The Lender shall give each
Pledgor not less than ten (10) Business Days' written notice of the Lender's
intention to make any public sale or sale

                      Amended and Restated Pledge Agreement

<PAGE>
                                       15

by private arrangement of all or any part of the Collateral pledged thereby,
with such notice designating the time, place and manner of sale. Each Pledgor
acknowledges that such notice constitutes reasonable notification and waive the
requirement for any other notice. Any such sale shall be held at such time or
times within ordinary business hours and at such place or places as the Lender
may state in the notice of sale. At any such sale the Collateral, or portions
thereof, to be sold may be sold in one lot as an entirety or in separate parcels
as the Lender may in its discretion determine. The Lender shall not be obligated
to make any sale of the Collateral or any portion thereof if it shall determine
not to do so, regardless of the fact that a notice of sale may have been given.
At any sale or sales made pursuant hereto, the Lender may bid for or purchase,
free of any claim or right of equity or redemption of any Pledgor (any such
claim or right being hereby expressly waived and released by each Pledgor), any
or all of the Collateral offered for sale; provided, however, that with respect
to any of the Collateral purchased by the Lender or any Affiliate of the Lender,
the Lender shall credit against and apply to the payment of the Secured
Obligations (in such order as it may elect in its sole discretion) any amount of
net proceeds, after payment of all costs and expenses, realized by the Lender
from the collection or further disposition of such Collateral in excess of the
purchase price paid therefor by the Lender or such Affiliate at such sale.

                  Section 5.03 Election of Remedies. The Lender shall have the
right in its sole discretion to determine which rights and remedies, and in
which order any of the same, are to be exercised; and the Lender may at any time
pursue, relinquish, take or modify any other action with respect thereto,
without in any way modifying or affecting any of such rights and remedies.

                  Section 5.04 Non-Exclusivity. The enumeration of the foregoing
rights and remedies is not intended to be exclusive, and such rights and
remedies are in addition to, and not by way of limitation of, any other rights
or remedies the Lender may have under the LC Agreement, any other Loan Document,
or under applicable law. The exercise of any right or remedy shall not preclude
the exercise of any other right or remedy, all of which shall be cumulative and
not alternative.

                  Section 5.05 Cash Proceeds. The net cash proceeds resulting
from the Lender's exercise of any rights or remedies hereunder in respect of any
Collateral, after the payment of the Lender's costs and expenses in connection
therewith, shall be applied by the Lender to the payment of the Secured
Obligations, from time to time and in such order as the Lender may elect in its
sole discretion.

                  Section 5.06 Irrevocable Assignment of Certain Rights. Each
Pledgor hereby irrevocably assigns to the Lender, effective upon the occurrence
and during the continuance of any Event of Default, the right to exercise all or
any of the following powers, which, being coupled with an interest, shall be
irrevocable, until all Secured Obligations have been paid in full or this
Agreement shall have been terminated (or, if sooner in respect of any Pledgor,
when this Agreement shall have terminated in respect of such Pledgor in
accordance with Section 6.07): (i) to receive, take, endorse, assign, deliver,
accept and deposit, in the Lender's name or such Pledgor's name, any and all
checks, notes, remittances, drafts and other documents and instruments relating
to any or all of the Collateral; (ii) to deliver to obligors notice of the
Lender's interest in any or all Collateral, and to request from such obligors in
the Lender's name or such Pledgor's name, information concerning the Collateral,
as applicable; (iii) to direct such obligors to make payments on any or all
Collateral directly to the Lender; and (iv) to take, or bring, in the Lender's
name or such Pledgor's name, all actions or proceedings necessary or

                      Amended and Restated Pledge Agreement

<PAGE>
                                       16

desirable to effect collection of any or all of the Collateral or to preserve,
protect and enforce the Lender's interest therein.

                  Section 5.07 Change of Location or Name. No Pledgor shall
change the location of its principal place of business or chief executive office
in the United States (if any) or remove its books and records from any such
location, or change its name or identity to such an extent that any financing
statement filed by the Lender would become misleading, unless in each case it
shall have given the Lender at least 30 days' prior written notice thereof.

                  Section 5.08 Private Sale. The Lender shall incur no liability
as a result of any sale of the Collateral, or any part thereof, at any private
sale pursuant to this Article V conducted in a commercially reasonable manner.
Each Pledgor hereby waives any claims against the Lender arising by reason of
the fact that the price at which the Collateral or any portion thereof 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 Lender accepts the first offer received and does not
offer the Collateral or any portion thereof to more than one offeree.

                  Section 5.09 Errors, Etc. The Lender shall not be responsible
or liable, in the absence of its gross negligence, for any error, omission or
delay in the settlement, collection or payment in respect of any Collateral.

                                   ARTICLE VI

                                 MISCELLANEOUS

                  Section 6.01 Amendment. This Agreement may be modified or
amended only by the written agreement of the Lender and each Pledgor, except as
otherwise expressly provided herein; provided, that this Agreement may be
modified or amended in respect only a certain Pledgor (and not in respect of the
other Pledgors) by the written agreement of the Lender and such Pledgor.

                  Section 6.02 Waiver. The failure or delay of the Lender to
require performance by any Pledgor of any provision of this Agreement shall not
affect the Lender's right to require performance of such provision unless and
until such performance has been waived in writing by the Lender in accordance
with the terms hereof. The failure or delay of the Lender to require performance
by the Borrower under the LC Agreement shall not affect the Lender's right to
require performance by any Pledgor of all the obligations of each thereof
hereunder.

                  Section 6.03 Cumulative Rights. Each and every right or remedy
granted to the Lender hereunder, under the LC Agreement, under any other Loan
Document, or pursuant to any other document or instrument delivered hereunder or
in connection herewith, or allowed to the Lender at law or in equity, shall be
cumulative and may be exercised from time to time.

                  Section 6.04 Governing Law; Jurisdiction, Etc.

                  (a) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, except to the
extent that the validity or

                      Amended and Restated Pledge Agreement

<PAGE>
                                       17

perfection of, and the foreclosure or realization upon, the Lender's security
interest in any particular Collateral are governed by the laws of a jurisdiction
other than the State of New York.

                  (b) Submission. Each of the Pledgors hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or federal court of the United States
of America sitting in New York County, and any appellate court from any thereof,
in any action or proceeding arising out of or relating to this Agreement or any
of the other Loan Documents, or for recognition or enforcement of any judgment,
and each of the Pledgors hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in any such New York State or, to the extent permitted by law, in such Federal
court. Each of the Pledgors 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 any party may otherwise have to bring any
action or proceeding relating to this Agreement or the other Loan Documents in
the courts of any jurisdiction.

                  (c) Waiver. Each of the Pledgors irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection that 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 or
the other Loan Documents in any New York State or federal court sitting in New
York County. Each of the Pledgors 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.

                  (d) Process Agent. Each of the Pledgors 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 the Process Agent,
and each of the Pledgors 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 any thereof
shall not impair or affect the validity of such service or of any judgment based
thereon. In the event that any Process Agent for service of process appointed
pursuant to this paragraph is unable to act as Process Agent or no longer
maintains an office in the State of New York, each of the Pledgors shall
forthwith appoint a successor Process Agent located in the State of New York
that will provide to the Lender a letter substantially in the form of Exhibit B
to the LC Agreement. Each of the Pledgors hereby further irrevocably consents to
the service of process in any suit, action or proceeding in such courts by the
mailing thereof by the Lender by registered or certified mail, postage prepaid,
at its address referred to in Section 6.15.

                  (e) Service. Nothing herein shall in any way be deemed to
limit the ability of the Lender to serve any such writs, process or summonses in
any other manner permitted by applicable law or to obtain jurisdiction over each
of the Pledgors in such other jurisdictions, and in such manner, as may be
permitted by applicable law.

                  (f) WAIVER OF JURY TRIAL. EACH OF THE PLEDGORS AND THE LENDER
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO ANY OF THE LOAN

                      Amended and Restated Pledge Agreement

<PAGE>
                                       18

DOCUMENTS, THE COLLATERAL OR THE ACTIONS OF THE LENDER IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

                  Section 6.05 Accounting Terms. Unless otherwise specified
herein, all accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with generally accepted
United States accounting principles consistently applied.

                  Section 6.06 Article and Section References. Unless otherwise
indicated all references in this Agreement to Articles, Sections and clauses are
references to Articles, Sections and clauses of this Agreement. All headings and
titles of Articles and Sections are for convenience of reference only and shall
not limit or otherwise determine the interpretation of such Articles and
Sections.

                  Section 6.07 Termination of Agreement. This Agreement and the
pledge made hereby shall terminate, and all Collateral pledged hereby shall be
released by the Lender, at the direction, cost and expense of the respective
Pledgors, promptly upon the payment, performance and observance in full of all
of the Secured Obligations. Upon the termination of this Agreement, the Lender
agrees to perform all actions and execute all documents (including, without
limitation, terminations of financing statements) as reasonably required by the
Pledgors to release, and evidence the release of, all pledges and security
interests of the Lender created hereby in the Collateral.

                  Section 6.09 Expenses. Each of the Pledgors agrees to
reimburse the Lender for all costs and expenses of the Lender (including,
without limitation, the reasonable fees and expenses of legal counsel) in
connection with (i) any custodial, brokerage or securities accounts in respect
of the Stock Collateral (including, without limitation, the fees and expenses of
any custodians, brokers or securities intermediaries), (ii) any Event of Default
arising in connection with any action or inaction by, or condition of, such
Person, and any enforcement or collection proceeding resulting therefrom,
including, without limitation, all manner of participation in or other
involvement with (w) performance by the Lender of any obligations of any Pledgor
in respect of the Collateral that such Person 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
defending or asserting rights and claims of the Lender 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 (iii) the enforcement of this Section
6.09, and all such costs and expenses shall, in the case of each Pledgor, be
deemed for purposes hereof to be Secured Obligations entitled to the benefits of
the collateral security provided pursuant to this Agreement.

                  Section 6.10 Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the respective successors and
assigns of the parties hereto; provided, however, that no Pledgor may assign or
transfer any of its rights or obligations hereunder without the prior written
consent of the Lender, subject to Section 4.03(e).

                  Section 6.11 Counterparts. This Agreement may be executed in
any number of counterparts, all of which when taken together shall constitute
one and the same instrument, and

                      Amended and Restated Pledge Agreement

<PAGE>
                                       19

any of the parties hereto may execute this Agreement by signing any such
counterpart. Delivery of an executed counterpart of this Agreement by telecopier
shall be effective as delivery of a manually executed counterpart of this
Agreement.

                  Section 6.12 Agents and Attorneys-in-Fact of Lender. The
Lender 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.

                  Section 6.13 Severability. If any provision hereof is invalid
or unenforceable in any jurisdiction, then, to the fullest extent permitted by
law, (i) the other provisions hereof shall remain in full force and effect in
such jurisdiction and shall be liberally construed in favor of the Lender in
order to carry out the intentions of the parties hereto as nearly as may be
possible and (ii) 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.

                  Section 6.14 Entire Agreement. This Agreement, together with
the documents referred to herein, constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and shall supersede any
prior expressions of intent or understandings with respect thereto.

                  Section 6.15 Notices. Any notice or other communication
required or permitted to be given hereunder shall be furnished to such address
and in such manner, and shall be deemed to have been duly given, in accordance
with the provisions relating to notice set forth in Section 8.01 of the LC
Agreement and, with respect to the Borrower, at its address for notices set
forth therein, and, with respect to other Pledgors, at their respective
addresses for notices set forth in Exhibit B hereto.

                      Amended and Restated Pledge Agreement

<PAGE>

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

                                        PACIFIC ELECTRIC WIRE & CABLE CO., LTD.

                                        By /s/ Ching-Tom Tung
                                           -----------------------------
                                           Title:

                                        PACIFIC USA HOLDINGS CORP.

                                        By /s/ Michael W. McCraw
                                           -----------------------------
                                           Title:

                                          PUSA INVESTMENT COMPANY

                                        By /s/ Michael W. McCraw
                                           -----------------------------
                                           Title:

                                        MONTFORD LIMITED

                                        By /s/ Ching-Tom Tung
                                           -----------------------------
                                           Title:

                                        ELAN INVESTMENTS LIMITED

                                        By /s/ Ching-Tom Tung
                                           -----------------------------
                                           Title:

                      Amended and Restated Pledge Agreement

<PAGE>

                                        TOP TARGET LIMITED

                                        By
                                           -------------------------------
                                           Title:

                                        BERGER SYSTEMS LIMITED

                                        By
                                           -------------------------------
                                           Title:

                                        AUSTWAY SERVICES LIMITED

                                        By
                                           -------------------------------
                                           Title:

                                        SWISS RE FINANCIAL PRODUCTS CORPORATION

                                        By /s/
                                           -------------------------------
                                           Title:

                      Amended and Restated Pledge Agreement

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.D
<SEQUENCE>6
<FILENAME>c80290exv99wd.txt
<DESCRIPTION>LOAN CONTRACT
<TEXT>
<PAGE>
                                                                       EXHIBIT D



                                 [Translation]

                                 LOAN CONTRACT


PARTIES TO THIS CONTRACT:

KINBONG HOLDINGS LIMITED (The Borrower, hereinafter referred to as Party A)
SET TOP INTERNATIONAL INC. (The Lender, hereinafter referred to as Party B)


This Loan Contract is entered into between Party A, KINBONG HOLDING LIMITED, a
company legal person organized under the laws of the British Virgin Islands (as
indicated in the company's license (Attachment 1)), and Party B, SET TOP
INTERNATIONAL INC., a company legal person organized under the laws of British
Virgin Island (as indicated in the company's license (Attachment 2)). The two
parties hereby agree to enter into this Loan Contract (hereinafter referred to
as the "Contract") with respect to the loan and the provision by Party A as
security for the loan shares of the outstanding common stock, traded on the New
York Stock Exchange, U.S. (hereinafter referred to as the "Stock") of ASIA
PACIFIC WIRE CABLE CORPORATION LIMITED established under the laws of Bermuda
(BERMUDA) (thereinafter referred to as the "Company") (as indicated in the
company license (Attachment 3)). The parties agree to be bound by the following:


                                       1
<PAGE>
ARTICLE 1 (AMOUNT AND GUARANTEE)


I.   Party B agrees to make available to Party A as loan in the amount of Four
Million and One Hundred Thousand U.S. dollars.

II.  Party A agrees to pledge to Party B all the shares of the common stock it
holds accounting for twenty-two point four percent (22.4%) of the total shares
of the common stock of the Company with a par value of 0.01 U.S. dollar, a
total of Three Million Ninety-Seven Thousand Four Hundred and Thirty-six shares
(i.e., the Stock), as the guarantee for the aforementioned debt.

ARTICLE 2 (TERM OF THE LOAN)

September 8, 2003 will be the base date of the mortgage under the Contract, and
the ending date is November 30, 2003.

ARTICLE 3 (DELIVERY OF STOCK)

I.   On the base date specified above and at the place designated by Party B,
Party A shall deliver the following to Party B or Party B's designee:

1.   All of the pledged stock and the relevant certificates attached thereto.

2.   Written assignment consent making Party B or Party B's designee the
pledgee or the assignee to become a shareholder of the Company and other
necessary documents.

3.   Copy of the Board meeting minutes of Party A agreeing to the transaction
under this Agreement.


                                       2
<PAGE>
II.  Party A has the obligation to provide Party B or Party B's designee all
necessary assistance in completing the procedures for the pledging or
assignment of the stock.

ARTICLE 4. (IMPLEMENTATION OF THE LOAN CONTRACT)

Party B shall remit by wire transfer before September 8, 2003 the total amount
to the following account designated by Party A:


Beneficiary:     Swiss Re financial Products Corporation

Bank:            JPMorgan Chase bank NY (SWIFT: CHASUS33)

Account Number:  066-911184


ARTICLE 5. (PARTY A'S WARRANTIES AND REPRESENTATIONS)

I.   Party A hereby warrants that the attached documents (Attachment 4) are
accurate and true, and represents that, with respect to the Company and its
subsidiaries, it has, from the time when the two parties started to negotiate
the transaction to the base date, fully informed or disclosed to Party B on the
following, free from any false, concealed or misleading information:

1.   Financial and accounting records and relevant materials.

2.   Its entire assets, liabilities and shareholder equity.



                                       3
<PAGE>
3.   It has lawful rights in all its assets, and the information about the
guarantee it has provided has been fully disclosed.

4.   Any significant amount of investment transfer, undertaking, tax payments,
environmental protection matters and contingent liabilities.

5.   Important agreements, memorandum of understanding, or other business
cooperation plans that have been entered into or in being negotiated.

6.   Meeting minutes of the shareholders and of the Board of Directors.

7.   Absence of any significant possible claims, endorsements, acceptances,
guarantees and other contingent losses that have not been listed or disclosed.

8.   Law suit resulting from employment disputes.

9.   Other important matters that will likely impact such factors as Party B's
willingness to extend the loan, the price of the Stock or the market price of
stocks.

II.  Party A warrants that the transaction under this Contract has been
approved through a lawful resolution by the Board of Directors of Party A, that
necessary permit with respect to the transaction will be granted by the
government authorities or the stock exchange at the locality where the Company
is located and the locality where its stock is listed, and that the transaction
does not violate the laws and regulations and stock exchange rules of these
localities.

III. To the extent necessary for Party B to examine the matters listed under I
and II above as well as the other matters provided for under this Contract,
Party A warrants that consent has been given by Party A, Pacific Wire and Cable
Corporation Limited, the


                                       4
<PAGE>
Company or its subsidiaries to provide the information, certificate and other
documents requested by Party B.

IV.  If Party A fails in its representations and warranties above, thus causing
any loss to Party B, Party A shall compensate Party B for losses.

ARTICLE 6. (SPECIAL PROVISION)

Party A shall repay the total loan amount under this Contract of Four Million
One Hundred Thousand U.S. dollars to SWISS RE FINANCIAL PRODUCTS CORPORATION.
Party A shall pay to SWISS RE FINANCIAL PRODUCTS CORPORATION exactly Four
Million One Hundred Thousand U.S. dollars to extend till November 30, 2003 the
term for the disposition of the stock of the Company pledged by Party A's
transfer investment company, PACIFIC USA HOLDINGS, CORP.

ARTICLE 7. (ARRANGEMENT OF DIRECTORSHIP)

Party A shall cause all the Directors of the Company to agree to the
appointment by Party B of two Directors to the Company. Party A shall, within
ten days after the execution of this Contract, complete all the relevant
procedures for Director changes or new Director increases. Party B has agreed
to remove two Directors appointed by it within ten days after Party A has made
all loan repayment and interest payment.



                                       5
<PAGE>
ARTICLE 8. (RESTRICTIONS ON THE EXERCISE OF SHAREHOLDER'S POWER)

Party A agrees that, from the date of execution of this Contract to the base
date and the date of reelection of the Directors, it will not, without a
written consent from Party B, exercise its power as the shareholder and
Directors.

ARTICLE 9. (RESPONSIBILITY FOR TAXES AND FEES)

Taxes and necessary fees (including attorney fees) resulting from the
transaction under this Contract shall be borne by Party A unless agreed to by
the two parties in a separate written agreement.

ARTICLE 10. (WARRANTY AGAINST FLAWS)

Party A warrants that it has the lawful rights in the Stock, free from liens to
a third party or in favor of a third party. Party A also warrants that its
rights in the Stock are free from any imperfections or disputes.

ARTICLE 11. (INTEREST, DIVIDENDS, REPAYMENT AND RETURN OF THE STOCK)

I.   Dividends and dividend interest of the Stock accrued during the term of
this Contract shall belong to Party B.


                                       6
<PAGE>
II.  Before November 15, 2003, Party A shall present a repayment plan to Party
A [a typo for Party B--Translator's note], advising the source of repayment.

III. Party A also agrees to add interest at the end of each month at an annual
rate of 12% payable to Party B on a monthly basis.

IV.  Party A shall make a lump sum payment before November 30, 2003 of the
total loan amount specified in Article 1 of this Contract to pay back the loan
under this Contract.

V.   At the time when Party A makes repayment of the loan and payment of the
interest, Party B, at its own discretion,, may determine and request Party A to
pay either in U.S. dollars or in N.T. dollars in an amount based on the ratio
of US$/NT$:34.1 at the time of the execution of this Contract. Party A may not
object to Party B's request.

VI.  Party B shall, within three days following the day when Party A has repaid
the loan, cooperate with Party A in completing the procedures for dissolving
the pledge and return the shares of the Stock to Party A or a third party
designated by Party A.

ARTICLE 12. (DISPOSITION OF THE PLEDGED COLLATERAL)

Upon the occurrence of any of the following, Party B may, without
notification, dispose of all the shares of the Company, and Party A shall
assist and cooperate in the completion


                                       7
<PAGE>
of the procedures for assigning the shares. Party B will also have the right of
first refusal to purchase at a price not exceeding Eleven Million U.S. dollars
53% of the total shares of the common stock of the Company now pledged to SWISS
RE FINANCIAL PRODUCTS CORPORATION by PACIFIC USA HOLDINGS CORP., the transfer
investment company of the Pacific Wire and Cable Corporation Limited.

1.   Party A has dishonored a bill, been applied for company reorganization,
been declared bankrupt, or is the subject of dissolution or liquidation.

2.   Party A has defaulted in its monthly interest payment to Party B for over
15 days, and has not cured the default upon Party B's notification.

3.   The market value of the stock of the Company that is the subject of the
pledge falls below 1.4 U.S. dollars per share.

4.   By November 15, 2003, if Party A has not provided its repayment plan or if
the plan is not accepted by Party B, Party B will be entitled to dispose of all
of the pledged collateral upon the expiration of this Contract.

5.   Upon expiration date of this Contract, and Party A has not completed its
repayment of the total amount of the principal and the interest.



                                       8

<PAGE>
ARTICLE 13 (CONFIDENTIALITY PROVISIONS)

Either party shall keep confidential all the nonpublic data or information of
the other party obtained through the negotiation, conclusion or performance of
this Contract. Except for the disclosures required under law, without the
written consent from the other party or the order of the relevant authorities
issued in accordance with legal procedures, such data or information may not be
disclosed or delivered to any third person other than the parties and their
authorized lawyers, accountants and business agents.

ARTICLE 14. (PENALTY PROVISIONS FOR BREACH OF CONTRACT)

Except as otherwise provided in this Contract, if any party breaches the
representations, warranties or other obligations stipulated in this Contract,
the other party may request in writing a cure within a specified time period
and continue to perform this Contract; the other party may also request
restitution after dissolving this Contract if it has suffered any damage, then
in addition to the restitution amount, it may claim indemnification (including
the lawyer's fee incurred therefrom), and the punitive damages equal to ten
percent of the total amount of the loan provided in Article 1.

ARTICLE 15. (ENTIRE AGREEMENT)

This Contract supersedes all intents of the negotiations by the parties in
connection with the loan conducted prior to this Contract.

Any amendment or supplementation to this Contract shall be in writing.


                                       9
<PAGE>
ARTICLE 16. (SEVERABILITY)

If any provision of this Contract is held by the court to be invalid for
violation of any legal provisions, the validity of other provisions will not be
affected.

ARTICLE 17. (NOTICES)

All written notices under this Contract or any document in connection with the
performance of this Contract shall be sent to the address of the respective
parties for service specified at the end of this Contract. Notice of any change
in a party's address for service shall be sent to the other party in writing
three days in advance. If nobody at the address for service accepts the mail,
it shall be deemed validly served on the third day from the day following the
date of posting the registered mail in the region of the Republic of China.

ARTICLE 18. (GOVERNING LAW)

This Contract shall be governed by the laws of the Republic of China.

ARTICLE 19. (SUBMISSION TO JURISDICTION)

For any lawsuit arising from this Contract or the performance of this Contract,
both parties agree to submit to the jurisdiction of the Taipei Local Court,
Taiwan, as the court


                                       10

<PAGE>
of first instance. Both parties may also agree in writing that any such dispute
will be submitted in accordance with the Arbitration Law to the Arbitration
Association of the Republic of China for arbitration in Taipei.

ARTICLE 20. (EFFECTIVE DATE)

This Contract will become effective as of its execution by both parties.

ARTICLE 21. (COUNTERPARTS)

This Contract will have two originals, with each party holding one.

Attachment 1:  Party A's Corporate License or Government Approval Certificate

Attachment 2:  Party B's Corporate License or Government Approval Certificate

Attachment 3:  The Financial Statements (Including the Balance Sheet, Income
               Statement, Cash Flow Report, and Reports Examined and Verified by
               the Directors and the Accountant) of the Company and Its
               Affiliates as of December 31, 2002, Examined, Verified and Signed
               by the Accountant without Reservations, the Semi-Annual Financial
               Statements of the Company as of June 30, 2003, Examined, Verified
               and Signed by the Accountant without Reservations, and the
               Minutes of the Meeting of Party A's Board of Directors Approving
               the Transaction under this Contract.



                                       11
<PAGE>
PARTIES TO THIS CONTRACT


Party A:                 KINBONG HOLDINGS LIMITED

REPRESENTATIVE:          TOM CHING YUN TUNG

                         [Signature: "Tom Ching Yun Tung"]

REGISTERED ADDRESS:      P.O. BOX, 91, Craigmuir Chambers, Road Town, Tortola,
                         British Virgin Islands

RECIPIENT FOR SERVICE:   Sharon Huang

ADDRESS FOR SERVICE:     5th Fl., 285 Chung Hsiao East Road, Sec. 4, Taipei,
                         Taiwan, Republic of China


Party B:                 SET TOP INTERNATIONAL INC.

REPRESENTATIVE:          TSAJ, FU-NU

                         [Signature: "TSAJ, FU-NU"]

REGISTERED ADDRESS:      Jipfa Building, 3rd Floor, Main Street, Road Town,
                         Tortola, British Virgin Islands

RECIPIENT FOR SERVICE:

ADDRESS FOR SERVICE:     4F, No. 69, Hsin-Yi Rd., Sec. 4, Taipei City, Taiwan,
                         R.O.C. 106


Republic of China        September 8, 2003



                                       12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.E
<SEQUENCE>7
<FILENAME>c80290exv99we.txt
<DESCRIPTION>LETTER OF ADVICE ON PLEDGE & NEGOTIABLE SECURITIES
<TEXT>
<PAGE>
                                                                       EXHIBIT E

                                 [Translation]

                              LETTER OF ADVICE ON
                        PLEDGE OF NEGOTIABLE SECURITIES


                      Republic of China  September 8, 2003


1.   The Debtor and Pledgor, Kinbong Holdings Limited, borrows from Set Top
     International Inc. (Creditor and Pledgee) money in the amount of exactly
     Forty-One Million United States Dollars. The Debtor hereby agrees to pledge
     the following negotiable securities (#AP2053 and #AP2054) to the Creditor
     as collateral.

2.   The Pledgor agrees to pledge the negotiable securities that are held by it
     of Asia Pacific Wire and Cable Corporation Limited, totaling 3,097,436
     shares (with a par value of US$0.01) to the Pledgee as collateral.

3.   Both parties agree that when the Debtor has performed its repayment
     obligations, the pledge on these negotiable securities may be released. The
     Pledgee agrees that when this pledge is to be released, the matter will be
     handled in accordance with the agreement for the release of the pledge on
     the negotiable securities.



<PAGE>
4.   If the Pledgor is subsequently unable to perform the repayment obligations,
     the Pledgee has the right to dispose of the negotiable securities under
     this pledge.



PLEDGOR (BORROWER):      KINBONG HOLDINGS LIMITED

LEGAL REPRESENTATIVE:    Tom Ching Yun Tung / Director

                         [Signature: "Tom Ching Yun Tung"]


UNIFORM SERIAL NO.:      162920

ADDRESS:                 5th Fl., 285 Chung Hsiao East Road, Sec. 4, Taipei,
                         Taiwan, Republic of China



PLEDGEE (CREDITOR):      Set Top International Inc.

LEGAL REPRESENTATIVE:    TSAI, FU-NU

UNIFORM SERIAL NO.:      451924

ADDRESS:                 4F, No. 69, Hsin-Yi Rd., Sec. 4, Taipei City, Taiwan
                         R.O.C. 106



                                      -2-

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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