[HSBC LOGO]
Ref: COMMERCIAL BANKING - DIVISION E
CONFIDENTIAL
Concord Camera HK Ltd
14/F Fortei Building
98 Texaco Road
Tsuen Wan
NEW TERRITORIES 31 July 2000
Attn: Mr Harlan Press/ Mr Paul Wong
Dear Sirs
BANKING FACILITIES
A/C NO. 500-166012-001
With reference to our recent discussion, we are pleased to advise that we have
reviewed your banking facilities and offer a renewal within the following
revised limits subject to review at any time and, in any event by 31 May 2001,
and also subject to our overriding right of withdrawal and repayment on demand,
including the right to call for cash cover on demand for prospective and
contingent liabilities.
New Previously
--- ----------
Import Facilities HKD85,000,000.- HKD43,000,000.-
- -----------------
Documentary Credit to your suppliers and Import Loan Facilities in either HK
Dollars or Foreign Currency for up to 90 days, less any usance/credit periods
granted by your suppliers
within which (HKD85,000,000.-) (HKD43,000,000.-)
- ------------
Goods under your control and/or Trust Receipts.
Packing Credit HKD20,000,000.- HKD20,000,000.-
- --------------
Up to 70% of valid export Documentary Credits in your favour deposited with us
for up to 75 days before shipment date.
Interest on your import loans and packing credit loans will be charged at the
following rates:
HKD : 1.75% over HIBOR (presently at 1.75% and 2% over our
best lending rate on import loans and packing credit
loans respectively)
Foreign currency : 1.75% over SIBOR or 1% below our standard Trade
Finance Rates as published by us (presently at our
standard Trade Finance Rates)
Interest at the above mentioned rates over HIBOR (Hong Kong Interbank Money
Market Offer Rate) and SIBOR (Singapore Interbank Money Market Offer Rate) are
subject to fluctuation at our discretion and payable monthly in arrears to the
debit of your current account.
.../2
The Hongkong and Shanghai Banking Corporation Limited
Hong Kong Main Office: l Queen's Road Central, Hong Kong
Tel: 2822 1111 Fax:
Tix: 73205 HSBC HX Tgms: Hongbank Hongkong Page ___ / ___
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Concord Camera HK Ltd 31 July 2000
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New Previously
--- ----------
Export OBN Facility Nil HKD20,000,000.-
- -------------------
This facility was previously available for our advance against export bills
drawn under documentary credits of which the negotiation/payment is restricted
to other banker or person other than our Bank. Advance against restricted
documentary credits may not be protected by UCP500 and the Bank relies amongst
others comfort that payment of export documents will be received from the DC
issuing bank. In order to facilitate our future processing of these bills from
your company, we hereby enclose for your completion and return an "Assignment of
DC Proceeds" Form together with a sample board resolution. Upon receipt, we
shall arrange for a registration at the Companies Registry with relative charges
for your account.
Foreign Exchange Limit HKD15,000,000.- Nil
- ----------------------
For booking foreign exchange contracts up to this limit in aggregate, with
individual contracts for periods of up to a maximum of three months forward.
Contracts may only be entered into to cover trade related exchange exposure
incurred in the normal course of business.
Foreign Exchange facility remains subject to our overriding right to call for
cash cover on demand if in the Bank's view a negative foreign exchange position
requires such cover. Further, the Bank may, after having discussed the position
with yourselves, close out any or all of your outstanding forward foreign
exchange contracts and demand settlement of the balance due.
Foreign exchange contracts will be governed by the conditions appearing on the
reverse of the standard contract form. These contract forms should be checked
upon receipt and the copy signed and returned to the Bank.
In respect of any foreign exchange contract, you will be required to (and you
hereby undertake to) deliver the full amount specified in such contract on the
delivery date. We shall not be obliged to deliver any amount due from us on the
said delivery date in respect of such contract or at any other time unless and
until we have received the full amount specified in such contract from you and
may at our option set-off any undelivered balance for your account in respect of
such contract at the rate applicable at the time of set-off.
Security
- --------
As security, we shall continue to hold:-
1) A Letter of Awareness from Concord Camera Corp dated 24 August 1998
together with a Certificate of Assistant Secretary dated 3 September 1998.
.../3
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Concord Camera HK Ltd 31 July 2000
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2) A Letter of Undertaking from your company together with a Board Resolution
both dated 24 August 1998 undertaking:
(a) to direct to us bills business of not less than HKD100,000,000.- on an
annual basis;
(b) to maintain the tangible net worth of your company above
HKD110,000,000.- at all times;
(c) to maintain the net gearing ratio (after netting cash balance) of your
company below 45% at all times;
(d) not to declare dividends of more than 50% of recurrent net profit in
any financial year.
3) A Letter of Undertaking dated 20 July 1999 from your company together with
a Board Resolution dated 19 July 1999 undertaking to direct to us all I/E
bills business of your company
4) A Corporate Guarantee for USD4,200,000.- from Concord Camera Corp with
Board Resolution both dated 19 August 1999.
5) A Corporate Guarantee for USD4,000,000.- from Concord Camera Corp with
Board Resolution and Certificate of Incumbency all dated 11 November 1999.
As additional security for the revised facilities, we shall require:-
- - a new Corporate Guarantee for USD5,500,000.- from Concord Camera Corp
together with i) a certified copy of a Board Resolution, signed sealed by
the Secretary or Assistant Secretary of Concord Camera Corp authorising a
named person to execute the guarantee; ii) a Certificate of Incumbency
signed sealed by the Secretary or Assistant Secretary identifying the
individual authorized to issue the guarantee. We enclose our form of
guarantee for your completion and return.
- - a Letter of Undertaking from your company together with a certified copy of
a Board Resolution undertaking to maintain a tangible net worth of not less
than HKD250,000,000.-.
As agreed, we shall arrange to release an "all monies" legal charge over the
property at 14/F, Workshop of Mappin House, 98 Texaco Road and 57A Wang Wo Tsai
Street, Tsuen Wan, New Territories, with Concord Camera HK Ltd as the mortgagor
(the 'Mortgagor'). We shall instruct our solicitors, Messrs Johnson Stokes and
Master to prepare the necessary documentation. Please note that all costs and
expenses (including legal fees) incurred by us in connection with the extension
of these facilities and any matters arising are to be reimbursed by you on
demand.
A review fee of HKD105,000.- will be charged to the debit of your current
account upon your acceptance of this facility letter.
.../4
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Concord Camera HK Ltd 31 July 2000
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These facilities will remain open for acceptance until the close of business on
21 August 2000 and if not accepted by that date will be deemed to have lapsed.
Please note that Section 83 of the Banking Ordinance has imposed on us as a bank
certain limitations on advances to persons related to our directors or
employees. In acknowledging this Facility Letter you should advise us whether
you are in any way related to any of our directors or employees within the
meaning of Section 83 and in the absence of such advice we will assume that you
are not so related. We would also ask, should you become so related subsequent
to acknowledging this Facility Letter, that you immediately advise us in
writing.
Please arrange for the authorised signatories of your company in accordance with
the terms of the mandate given to the Bank, to sign and return to us the
duplicate copy of this letter to signify your understanding and acceptance of
the foregoing arrangement.
Please note that this letter supersedes our letter of 29 June 2000 which is now
considered null and void.
We are pleased to be of continued assistance.
Yours faithfully
For and on behalf of
CONCORD CAMERA HK LIMITED
/s/ Sunny Poon /s/ Harlan I. Press /s/ Paul Wong
- -------------------------- ---------------------------------
SUNNY POON
Relationship Manager
mm
Encl
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Ref:
Concord Camera HK Ltd
14/F Concord Technology Centre
98 Texaco Road
Tsuen Wan
New Territories 7 August 2000
Attn: Mr. Paul Wong
- -------------------
Dear Sir
FACTORING SERVICES
With reference to our recent discussions, we are pleased to advise that we have
reviewed and renewed your factoring facilities as follows. The facilities are
subject to review at any time and, in any event by 31 July 2001.
SERVICES
- --------
Export/Domestic Recourse Undisclosed Factoring Facility
SALES LEDGER ADMINISTRATION
- ---------------------------
Our services will provide your company with monthly statements of the
receivables purchased, the payments received and the aged debt analysis of your
customers.
FUNDS-IN-USE LIMIT USD18,000,000.-
- ------------------
CONCENTRATI0N PERCENTAGE
- ------------------------
Concentration percentage is continued to be replaced by setting Debtor Funding
Sub-limits as follows:-
Debtor Name Funding sub-limit
----------- -----------------
Agfa Gevaert AG USD4,000,000.-
Ferrania SPA USD1,300,000.-
Ferrania Imaging Technologies USD5,100,000.-
HP Financial Services Center USD6,000,000.-
Konica Corporation USD4,000,000.-
Polaroid Corporation USD8,500,000.-
Nippon Polaroid Kabushiki Ka USD 500,000.-
Mattel Vendor Operations Asia Ltd USD1,600,000.-
Boots (Retail Buying) Ltd USD3,200,000.-
Kodak Far East Ltd USD9,000,000.-
.../2
The Hongkong and Shanghai Banking Corporation Limited
Factoring Services Division:
Level 19, l Queen's Road Central, Hong Kong
Tel: 2822 2911 Fax: (852) 2537 7196
Telex: 73205 HSBC HX Telegrams: Hongbank Hongkong Page ___ / ___
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Ref:
- 2 -
Concord Camera Hong Kong Ltd
- --------------------------------------------------------------------------------
DISCOUNTING CHARGE
- ------------------
Discounting Charge will be reduced from 0.5% to 1% below our Trade Finance Rate
(subject to fluctuation at our discretion).
SERVICE CHARGE
- --------------
Service Charge will be reduced from 0.1% to 0.065%, but subject to a minimum
annual commission of USD52,000.- (for the period from 1 August 2000 to 31 July
2001). The deficit of the minimum annual commission is to be debited to your
current account on 31 July 2001.
PREPAYMENT PERCENTAGE
- ---------------------
Prepayment Percentage will continue to be set at 80%.
TERMS OF PAYMENT
- ----------------
Up to 90 days for payment under a Contract of Sale and as to any discount,
allowance or credit due or allowable to your Customer.
CONDITIONS OF OFFER
- -------------------
1) We continue to hold the Factoring Agreement under seal dated 8 September
1999 supported by board resolution.
2) We continue to hold the Corporate Guarantee for USD18,000,000,- dated 29
September 1999 from Concord Camera Corporation, USA together with:
(i) a certified copy of a Board Resolution, signed sealed by the Secretary
or Assistant Secretary of Concord Camera Corporation USA;
(ii) a Certificate of Incumbency signed sealed by the Secretary or
Assistant Secretary
OPERATIONAL REQUIREMENTS
- ------------------------
a) Invoices dated 60 days after due date are to be disapproved for funding.
b) Blank-dated notification letters addressed to your customers are to be held
by us.
c) All remittances/payments of your customers in respect of debts that we
will factor are to be credited to our designated account. Procedures and
documentation relating to this requirement will be dealt with on opening of
this account.
d) We will conduct an audit at your office on a quarterly basis to check and
verify accounts, and records relating to the factored sales.
e) A minimum of USD80 million invoice turnover to be assigned to us.
.../3
The Hongkong and Shanghai Banking Corporation Limited
Factoring Services Division:
Level 19, l Queen's Road Central, Hong Kong
Tel: 2822 2911 Fax: (852) 2537 7196
Telex: 73205 HSBC HX Telegrams: Hongbank Hongkong Page ___ / ___
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- 3 -
Concord Camera Hong Kong Ltd
- --------------------------------------------------------------------------------
All other terms and conditions as stated in our Factoring Agreement dated
8 September 1999 remain unchanged.
These facilities will remain open for acceptance until the close of business on
28 August 2000 and if not accepted by that date will be deemed to have lapsed.
Please arrange for the authorised signatories of your company, in accordance
with the terms of the mandate given to the Bank, to sign and return to us the
duplicate copy of this letter to signify your confirmation as to the correctness
of the security held, and your understanding and acceptance of the foregoing.
SECTION 83 OF THE BANKING ORDINANCE
- -----------------------------------
Please note that Section 83 of the Banking Ordinance has imposed on us as a bank
certain limitations on advances to persons related to our directors or
employees. In acknowledging this Facility Letter you should advise us whether
you are in any way related to any of our directors or employees within the
meaning of Section 83 and in the absence of such advice we will assume that you
are not so related. We would also ask, should you become so related subsequent
to acknowledging this Facility Letter, that you immediately advise us in
writing.
We are pleased to be of continued assistance.
Yours faithfully
/s/ Roderick K L Ching For and On behalf of
- -------------------------------- CONCORD CAMERA HK LIMITED
Roderick K L Ching
Relationship Manager /s/ Harlan I. Press /s/ Paul Wong
Enc ----------------------------------------
The Hongkong and Shanghai Banking Corporation Limited
Factoring Services Division:
Level 19, l Queen's Road Central, Hong Kong
Tel: 2822 2911 Fax: (852) 2537 7196
Telex: 73205 HSBC HX Telegrams: Hongbank Hongkong Page ___ / ___
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Ref:
Concord Camera Hong Kong Ltd
14/F Fortei Building
98 Texaco Road
Tsuen Wan
New Territories 8 September 1999
Attn: Mr Paul Wong
- ------------------
Dear Sir
FACTORING SERVICES
- ------------------
This letter supersedes our previous letter of 23 August 1999.
With reference to our recent discussions, we are pleased to confirm our
agreement to grant your company factoring facilities. The facilities will be
made available on the specific terms contained in the Factoring Agreement and
the covering schedule of the Factoring Agreement enclosed in duplicate.
SERVICES
- --------
Export/Domestic Recourse Undisclosed Factoring Facility
SALES LEDGER ADMINISTRATION
- ---------------------------
Our services will provide your company with monthly statements of the
receivables purchased, the payments received and the aged debt analysis of your
customers.
Prior to the commencement of the agreement our staff will work closely with you
to establish collection procedures and ensure the efficient takeover of your
outstanding sales ledger.
CONDITIONS OF OFFER
- -------------------
1) Execution of the enclosed Factoring Agreement by your company under seal
supported by a certified board resolution authorising the execution of the
Factoring Agreement.
2) A Corporate Guarantee for USD18,000,000.- from Concord Camera Corporation,
USA together with
(i) a certified copy of a Board Resolution, signed sealed by the
Secretary or Assistant Secretary of Concord Camera Corporation USA
authorised a named person to execute the guarantee;
(ii) a Certificate of Incumbency signed sealed by the Secretary or
Assistant Secretary identifying the individual authorised to issue
the guarantee; and
(iii) a Counsel Opinion in the form substantially similar to that
attached.
3) Invoices 60 days after due date are to be disapproved for funding.
.../2
The Hongkong and Shanghai Banking Corporation Limited
Factoring Services Division:
Level 19, l Queen's Road Central, Hong Kong
Tel: 2822 2911 Fax: (852) 2537 7196
Telex: 73205 HSBC HX Telegrams: Hongbank Hongkong Page ___ / ___
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- 2 -
Concord Camera Hong Kong Ltd
- --------------------------------------------------------------------------------
CONDITIONS OF OFFER (Cont'd)
- -------------------
4) Blank-dated notification letters addressed to your customers are to be held
by us.
5) Debtor Funding Sub-limits are to be set as follows: -
Debtor Name Funding sub-limit
----------- -----------------
Agfa-Gevaert AG, Germany USD4,000,000.-
Boots (Retail Buying) Ltd USD3,200,000.-
Imation Corporation, USA & Italy USD6,400,000.-
Kodak Far East Purchasing Co, Inc USD9,000,000.-
Konica USD4,000,000.-
Mattel Vendor Operations Asia Ltd USD1,600,000.-
Polaroid Corporation, USA USD9,000,000.-
Tomahawk (Hewlett Packard) USD6,000,000.-
OPERATIONAL REQUIREMENTS
- ------------------------
a) Completion of the enclosed Bank Mandate.
b) Completion of the enclosed Authorised Signatory Form.
c) Completion of the enclosed Letter of Indemnity.
d) Satisfactory termination of existing factoring arrangement with East Asia
Heller Ltd.
e) All remittances/payments of your customers in respect of debts that we
will factor are to be credited to our designated account. Procedures and
documentation relating to this requirement will be dealt with on opening of
this account.
f) We will conduct an audit at your office on a quarterly basis to check and
verify accounts, and records relating to the factored sales.
g) Ageing and monthly control to be submitted before 10th of each month.
These facilities will remain open for acceptance until the close of business on
29 September 1999 and if not accepted by that date will be deemed to have
lapsed.
Please arrange for the authorised signatories of your company, in accordance
with the terms of the mandate given to the Bank, to sign and return to us the
duplicate copy of this letter. Additionally please arrange for the delivery to
us of the documents referred to in items 1) and 2) under the above heading
Conditions of Offer and items a), b), c) and d) under the above heading
Operational Requirements.
.../3
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- 3 -
Concord Camera Hong Kong Ltd
- --------------------------------------------------------------------------------
SECTION 83 OF THE BANKING ORDINANCE
- -----------------------------------
Please note that Section 83 of the Banking Ordinance has imposed on us as a bank
certain limitations on advances to persons related to our directors or
employees. In acknowledging this Facility Letter you should advise us whether
you are in any way related to any of our directors or employees within the
meaning of Section 83 and in the absence of such advice we will assume that you
are not so related. We would also ask, should you become so related subsequent
to acknowledging this Facility Letter, that you immediately advise us in
writing.
We look forward to the development of a mutually beneficial relationship,
Yours faithfully
/s/ Philip Cheng For and On behalf of
- -------------------------------- CONCORD CAMERA HK LIMITED
Philip Cheng
Manager Factoring Services /s/ Brian King /s/ Paul Wong
Enc --------------------------------
/yy
HSBC [LOGO]
Ref: COMMERCIAL BANKING - DIVISION E
CONFIDENTIAL
Concord Camera HK Ltd
14/F Fortei Building
98 Texaco Road
Tsuen Wan
NEW TERRITORIES 1 November 1999
Attn: Mr. Harlan Press/ Mr. Paul Wong
Dear Sirs
BANKING FACILITIES
A/C NO. 500-166012-001
With reference to our recent discussion, we are pleased to confirm our agreement
to revision of the undermentioned banking facilities to your company. The
revised facilities are subject to review at any time and, in any event by 31
March 2000, and also subject to our overriding right of withdrawal and repayment
on demand, including the right to call for cash cover on demand for prospective
and contingent liabilities.
New Previously
--- ----------
Import Facilities HKD43,000,000.- HKD22,700,000.-
Documentary Credit to your suppliers and
Import Loan Facilities in either HK Dollars
or Foreign Currency for up to 90 days, less
any usance/credit periods granted by your suppliers
within which
Goods under your control and/or (HKD43,000,000.-) (HKD22,700,000.-)
Trust Receipts
Packing Credit
Up to 70% of valid export Documentary HKD20,000,000.- HKD10,000,000.-
Credits in your favour deposited with us
for up to 75 days before shipment date
Export Facility
Advance against restricted Documentary HKD20,000,000.- HKD10,000,000.-
Credits approved by us (OBN Advance)
The Hongkong and Shanghai Banking Corporation Limited
Hong Kong Main Office: 1 Queen's Road Central, Hong Kong
Tel: 2822 1111 Fax:
Tix: 73205 HSBC HX Tgms: Hongbank Hongkong
-2-
HSBC [LOGO]
Concord Camera HK Ltd 1 November 1999
- --------------------------------------------------------------------------------
Interest on your HKD import loans and packing credit loans will continue to be
charged on a daily basis respectively at 1.75% and 2% per annum over our best
lending rate, (currently 8.5% per annum, but subject to fluctuation at our
discretion) and payable monthly in arrears to the debit of your current account.
Interest on foreign currency import loans will continue to be charged on a daily
basis at the prevailing interest rates, published by us as Trade Finance Rates,
subject to fluctuation at our discretion and payable monthly in arrears to the
debit of your current account.
As additional security for the revised facilities, we shall require a new
Corporate Guarantee for USD4,000,000,- from Concord Camera Corp. together with
i) a certified copy of a Board Resolution, signed sealed by the Secretary or
Assistant Secretary of Concord Camera Corp. authorising a named person to
execute the guarantee; ii) a Certificate of Incumbency signed sealed by the
Secretary or Assistant Secretary identifying the individual authorized to issue
the guarantee. We enclose our form of guarantee for your completion and return.
An arrangement Fee of HKD75,750.- will be charged to the debit of your current
account upon your acceptance of this facility letter.
Apart from the foregoing, all other terms and conditions as stipulated in our
facility letters of 30 April 1999, 17 June 1999 and 26 July 1999 remain
unchanged.
These facilities will remain open for acceptance until the close of business on
22 November 1999 and if not accepted by that date will be deemed to have lapsed.
Please arrange for the authorized signatories of your company in accordance with
the terms of the mandate given to the Bank, to sign and return to us the
duplicate copy of this letter to signify your understanding and acceptance of
the foregoing arrangement.
We are pleased to be of continued assistance.
Yours faithfully
/s/ Sunny Poon For and On Behalf of
- ------------------------ CONCORD CAMERA HK LIMITED
SUNNY POON
Relationship Manager /s/ Brian King /s/ Paul Wong
mm ----------------------------------------
Encl
HongkongBank [LOGO]
The Hongkong and Shanghai Banking Corporation Limited
Hong Kong Main Office: 1 Queen's Road Central, Hong Kong
Ref: COMMERCIAL BANKING - DIVISION E
CONFIDENTIAL
Concord Camera HK Ltd
14/F Fortei Building
98 Texaco Road
Tsuen Wan
NEW TERRITORIES 30 April 1999
Attn: Mr. Harlan Press/Mr. Paul Wong
Dear Sirs
BANKING FACILITIES
A/C NO. 500-166012-001
With reference to our recent discussion, we are pleased to advise that we have
reviewed your banking facilities and offer a renewal within the following
revised limits subject to review at any time and, in any event by 31 March 2000,
and also subject to our overriding right of withdrawal and repayment on demand,
including the right to call for cash cover on demand for prospective and
contingent liabilities.
New Previously
--- ----------
Import Facilities
- -----------------
Documentary Credit to your suppliers and HKD14,000,000.- HKD14,000,000.-
Import Loan Facilities in either HK
Dollars or Foreign Currency for up to
90 days, less any usance/credit periods
granted by your suppliers
within which
- ------------
Goods under your control and/or (HKD14,000,000.-) (HKD14,000,000.-)
Trust Receipts
Packing Credit
- --------------
Up to 70% of valid export Documentary HKD7,000,000.- HKD7,000,000.-
Credits in your favour deposited with us
for up to 75 days before shipment date
Interest on your HKD import loans and packing credit loans will be charged on a
daily basis respectively at 1.75% and 2% per annum over our best lending rate,
(currently 8.5% per annum, but subject to fluctuation at our discretion) and
payable monthly in arrears to the debit of your current account.
Interest on foreign currency import loans will be charged on a daily basis at
the prevailing interest rates, published by us as Trade Finance Rates, subject
to fluctuation at our discretion and payable monthly in arrears to the debit of
your current account.
.../2
GPO Box 64, Hong Kong Page ___ of ___
Telephone: 28221111 Telex: 73205 HSBC HX Telegrams: Hongbank Hongkong
Facsimile: Member HSBC Group
-2-
HongkongBank [LOGO]
Concord Camera HK Ltd 30 April 1999
- --------------------------------------------------------------------------------
New Previously
--- ----------
New Term Loan USD1,500,000.- NIL
- -------------
Subject to the following terms and conditions:-
Term : 3 years
Availability/ : The new term loan will be available upon your acceptance to
Drawdown this facility letter and completion of the additional
security 1) and 2) detailed below. Drawdown prior to the
completion of additional security 3) and 4) is allowed and
full drawdown is to be made on or before 21 August 1999.
Interest : Interest will be charged on a daily basis at 2.75% per
annum over our USD best lending rate, (currently 6.5% per
annum, but subject to fluctuation at our discretion) and
payable monthly in arrears to the debit of your current
account.
Repayment : Repayment is to be made by 12 quarterly instalments of
USD125,000.- each commencing three months after drawdown to
the debit of your current account.
Arrangement Fee : USD3,750.- will be charged to the debit of your current
account upon your acceptance to this facility letter.
Taxation : All payments of principal, interest, fees and other
expenses shall be made by the Borrower free and clear of
taxes, levies, imposts, duties, charges or withholdings of
any nature whatsoever.
Governing Law : The laws of Hong Kong with non-exclusive courts of
jurisdiction.
Should the new term loan facility not be accepted and drawn down by your
company, a separate review fee of HKD15,000.- will be charged in lieu to the
debit of your current account in relation to the annual review of your existing
banking facilities.
Security
- --------
As security, we shall continue to hold:-
1) A Letter of Awareness from Concord Camera Corp dated 24 August 1998 together
with a Certificate of Assistant Secretary dated 3 September 1998.
2) A Letter of Undertaking from your company together with a Board Resolution
both dated 24 August 1998 undertaking:
(a) to direct to us bills business of not less than HKD100,000,000.- on an
annual basis;
(b) to maintain the tangible net worth of your company above HKD110,000,000.-
at all times;
(c) to maintain the net gearing ratio (after netting cash balance) of your
company below 45% at all times;
(d) not to declare dividends of more than 50% of recurrent net profit in any
financial year.
.../3
Page ___ of ___
-3-
HongkongBank [LOGO]
Concord Camera HK Ltd 30 April 1999
- --------------------------------------------------------------------------------
As additional security for the revised facilities, we shall require:-
1) An "all monies" legal charge over the property at 14/F, Workshop of Mappin
House, 98 Texaco Road and 57A Wang Wo Tsai Street, Tsuen Wan, New
Territories, with Concord Camera HK Ltd as the mortgagor (the "Mortgagor")
that is to say a mortgage to secure "all monies" in respect of general
banking facilities owing from time to time including future advances, with an
unlimited covenant to pay on the part of the Mortgagor.
2) A Letter of Undertaking to direct to us all I/E bills business of your
company
3) An "all monies" legal charge over your factory properties at Long Gang,
118 & 119 Industry District Heng Gang, Shenzhen, The People's Republic of
China, with Concord Camera HK Ltd as the mortgagor (the "Mortgagor") that is
to say a mortgage to secure "all monies" in respect of general banking
facilities owing from time to time including future advances, with an
unlimited covenant to pay on the part of the Mortgagor.
4) A Corporate Guarantee for USD4,200,000.- from Concord Camera Corp.
Upon acceptance of this letter we shall instruct our solicitors, Messrs.
Johnson Stokes and Master to prepare the necessary documentation. Please note
that all costs and expenses (including legal fees) incurred by us in connection
with the extension of these facilities and any matters arising are to be
reimbursed by you on demand.
We can offer you the services of our in-house insurance division HongKongBank
Insurance Services which will be able to arrange the necessary policy to be
issued as well as providing an extensive range of insurance services to cater to
all of your insurance needs. HongKongBank Insurance Services has access to the
group's wholly owned insurance subsidiaries, HSBC Insurance Company Limited,
HSBC Medical Insurance Limited and HSBC Gibbs (Asia-Pacific) Limited. This will
ensure that you have the required protection in place at a competitive price.
If you choose not to utilise these services you are required to provide prior
to the drawdown of the facility the original signed Fire and Allied Perils
policy including Landslip and Subsidence covering the Full Replacement value of
the property. This is to be issued by an insurance company approved by us,
noting our interests as mortgagee together with the Original Premium Payment
Receipt.
You represent and warrant to us that you have taken, are taking and will
continue to take all such steps as are necessary and appropriate (i) to quantify
and assess the impact of the Year 2000 problem on your business and financial
condition (including an assessment and quantification of the impact of the Year
2000 problem on your suppliers or other third parties on whom your business
depends) and (ii) to ensure that neither the use nor the functionally of any of
your computer or other systems or those of any of such suppliers or other third
parties will be adversely affected in any way by any dates prior to, during or
after the 31st December 1999.
You will on request by us provide such information as we shall from time to
time require as we consider necessary to enable us properly to assess your
compliance or otherwise with representation and warranty contained in above.
.../4
Page ___ of ___
-4-
HongkongBank [LOGO]
Concord Camera HK Ltd 30 April 1999
- --------------------------------------------------------------------------------
Without in any way prejudicing or affecting our existing rights to demand
repayment and/or withdraw facilities made available hereunder at any time, we
reserve the right to demand repayment and/or withdraw any or all of the
facilities made available or to be made available to you hereunder forthwith on
demand at any time if we consider that you are in breach of any of the
representations and warranties given by you in above or of the undertakings
given by you in above.
For the purposes of above paragraphs, the "Year 2000 problem" means the
possibility that computer or other systems may not be fully compatible with the
millennium date change for the Year 2000 and other date related changes
(including but not limited to (i) to the change from 1999 to 2000. (ii) 29th
February 2000, (iii) the change from 2000 to 2001 and (iv) system purge dates
such as 9.9.99) and that computer or other systems may as a result fail to
operate either properly or at all and/or cause failures or defaults in other
computers or systems.
Please note that Section 83 of the Banking Ordinance has imposed on us as a bank
certain limitations on advances to persons related to our directors or
employees. In acknowledging this Facility Letter you should advise us whether
you are in any way related to any of our directors or employees within the
meaning of Section 83 and in the absence of such advice we will assume that you
are not so related. We would also ask, should you become so related subsequent
to acknowledging this Facility Letter, that you immediately advise us in
writing.
Please arrange for the authorised signatories of your company, in accordance
with the terms of the mandate given to the Bank, to sign and return to us the
duplicate copy of this letter to signify your understanding and acceptance of
the terms and conditions under which these facilities are granted.
These facilities will remain open for acceptance until the close of business on
20 May 1999 and if not accepted by that date will be deemed to have lapsed.
We are pleased to be of continued assistance.
Your faithfully
/s/ Sunny Poon
- ---------------------------
SUNNY POON
Relationship Manager For and On behalf of
CONCORD CAMERA HK LIMITED
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Encl /s/ Keith Lampert /s/ Paul Wong
----------------------------------------
Authorized Signature(s)
HongkongBank [GRAPHIC OMITTED]
The Hongkong and Shanghai Banking Corporation Limited
Hong Kong Main Office: 1 Queen's Road Central, Hong Kong
Ref: COMMERCIAL BANKING - DIVISION E
CONFIDENTIAL
Concord Camera HK Ltd
14/F Fortei Building
98 Texaco Road
Tsuen Wan
NEW TERRITORIES 17 June 1999
Attn: Mr. Harlan Press/Mr Paul Wong
Dear Sirs
BANKING FACILITIES
A/C NO. 500-166012-001
We refer to our recent discussion and are pleased to offer you the following
additional banking facility. The facility remain subject to review at any time
and, in any event by 31 March 2000, and also subject to our overriding right of
withdrawal and repayment on demand, including the right to call for cash cover
on demand for prospective and contingent liabilities.
Export Facility
- ---------------
Advance against restricted Documentary HKD10,000,000.-
Credits approved by us (OBN Advance)
Apart from the foregoing, all other terms and conditions as stipulated in our
facility letter of 30 April 1999 remain unchanged.
These facilities will remain open for acceptance until the close of business on
8 July 1999 and if not accepted by that date will be deemed to have lapsed.
Please arrange for the authorised signatories of your company in accordance with
the terms of the mandates given to the Bank, to sign and return to us the
duplicate copy of this letter to signify your understanding and acceptance of
the foregoing arrangement.
We are pleased to be of continued assistance.
Yours faithfully
For and On behalf of
CONCORD CAMERA HK LIMITED
/s/ Sunny Poon * * * * * * * * * * * * *
- ------------------------- /s/ Paul Wong
SUNNY POON ---------------------------
Relationship Manager
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GPO Box 64, Hong Kong Page ________ of _________
Telephone: 2822 1111 Telex: 73205 HSBC HX Telegrams: Hongbank Hongkong
Facsimile: Member HSBC Group
HongkongBank [GRAPHIC OMITTED]
The Hongkong and Shanghai Banking Corporation Limited
Hong Kong Main Office: 1 Queen's Road Central, Hong Kong
Ref: COMMERCIAL BANKING - DIVISION E
CONFIDENTIAL
Concord Camera HK Ltd
14/F Fortei Building
98 Texaco Road
Tsuen Wan
NEW TERRITORIES 26 July 1999
Attn: Mr. Harlan Press/Mr Paul Wong
Dear Sirs
BANKING FACILITIES
A/C NO. 500-166012-001
With reference to our recent discussion, we are pleased to confirm our agreement
to revision of the undermentioned banking facilities to your company. The
revised facilities are subject to review at any time and, in any event by 31
March 2000, and also subject to our overriding right of withdrawal and repayment
on demand, including the right to call for cash cover on demand for prospective
and contingent liabilities.
Term Loan New Previously
- --------- --- ----------
(To be cancelled) Nil USD1,500,000.-
Import Facilities
- -----------------
Documentary Credit to your suppliers and HKD22,700,000.- HKD14,000,000.-
Import Loan Facilities in either HK
Dollars or Foreign Currency for up to
90 days, less any usance/credit periods
granted by your suppliers
within which
- ------------
Goods under your control and/or (HKD22,700,000.-) (HKD14,000,000.-)
Trust Receipts
Packing Credit
- --------------
Up to 70% of valid export Documentary HKD10,000,000.- HKD7,000,000.-
Credits in your favour deposited with us
for up to 75 days before shipment date
.../2
GPO Box 64, Hong Kong Page ___ of ___
HongkongBank [LOGO]
- 2 -
Concord Camera HK Ltd 26 July 1999
- --------------------------------------------------------------------------------
Interest on your HKD import loans and packing credit loans will continue to be
charged on a daily basis respectively at 1.75% and 2% per annum over our best
lending rate, (currently 8.25% per annum, but subject to fluctuation at our
discretion) and payable monthly in arrears to the debit of your current account.
Interest on foreign currency import loans will continue to be charged on a daily
basis at the prevailing interest rates, published by us as Trade Finance Rates,
subject to fluctuation at our discretion and payable monthly in arrears to the
debit of your current account.
Security
We also confirm our agreement to a waiver of additional security being an all
monies legal charge over your factory properties at Long Gang, 118 & 119
Industry District Heng Gang, Shenzhen, The People's Republic of China as stated
in our facility letter of 30 April 1999.
Apart from the foregoing, all other terms and conditions as stipulated in our
facility letters of 30 April 1999 and 17 June 1999 remain unchanged.
Please note that this letter supersedes our letter of 19 July 1999 which is now
considered null and void.
These facilities will remain open for acceptance until the close of business on
16 August 1999 and if not accepted by that date will be deemed to have lapsed.
Please arrange for the authorised signatories of your company in accordance with
the terms of the mandates given to the Bank, to sign and return to us the
duplicate copy of this letter to signify your understanding and acceptance of
the foregoing arrangement.
We are pleased to be of continued assistance.
Yours faithfully,
For and On behalf of
CONCORD CAMERA HK LIMITED
/s/ SUNNY POON /s/ Brian King /s/ Paul Wong
- -------------------- -----------------------------------------
SUNNY POON
Relationship Manager
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