Exhibit 10.8
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Ref: COMMERCIAL BANKING - DIVISION E
CONFIDENTIAL
Concord Camera HK Ltd
14/F Concord Technology Centre
98 Texaco Road
Tsuen Wan
NEW TERRITORIES
23 April 2004
Attention: Mr Rick Finkbeiner/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 extension of the undermentioned additional loan facility to your company
which will be available on the specific terms and conditions outlined herein and
upon the satisfactory completion of the security detailed below. This facility
is subject to review at any time and in any event by 15 July 2004, and also
subject to our overriding right of suspension, withdrawal and repayment on
demand.
Revolving Loan
Subject to the following terms and conditions:-
Loan Amount : EUR10,000,000.-
Availability/ : To be available upon receipt of your acceptance to this
Drawdown facility letter and satisfactory completion of the security
detailed below
Interest : Interest on the loan will be charged at 1.95% over
l, 2 or 3 months SIBOR (Singapore Interbank Money Market
Offer Rate) payable at the end of each period to the debit of
your account with us. The applicable SIBOR will be that
quoted by us at or about 11:00 am on the date of drawdown or
rollover.
General conditions for utilization of the SIBOR loan facility
are detailed in the attached Appendix which hereto shall form
part of this facility letter.
We reserve the right to renegotiate the SIBOR interest
spreads should any event occur which changes the basis on
which SIBOR interest margins are presently calculated.
Arrangement : An arrangement fee of 0.5% on total loan amount (i.e.
Fee EUR50,00O.-) will be collected upfront upon receipt of your
acceptance to this facility letter.
THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
Hong Kong Main Office: 1 Queen's Road Central, Hong Kong
Tel: 2822 1111 Fax:
Telex: 73205 HSBC HX Telegrams: Hongbank Hongkong
Web: www.hsbc.com.hk Page _____/_____
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Concord Camera HK Ltd 23 April 2004
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Maintenance : A maintenance fee will be charged on the undrawn amount of
Fee your Revolving Loan facility according to the following
schedule and payable monthly to the debit of your account
with us:
For loan balance : 1% p.a. on undrawn loan balance
below EUR2,500,000.-
For loan balance over : 0.5% p.a. on undrawn loan balance
EUR2,500,000.- and
below EUR5,000,000.-
For loan balance over : 0.25% p.a. on undrawn loan balance
EUR5,000,000.-
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 whatsover.
Governing Law : The laws of Hong Kong with non-exclusive courts of
jurisdiction of the courts of Hong Kong.
Default Interest
Please note that interest will be payable on sums which are overdue or
overlimit (as well as amounts demanded and not paid) in respect of all
or any of these facilities and such interest is the same as that charged
by us from time to time on unauthorised overdrafts. Such interest will
be payable monthly in arrears to the debit of your Current Account.
Security
As additional security, we shall require: -
(l) An "all monies" debenture over all the assets and undertakings of your
company.
Upon acceptance of this letter we shall instruct our solicitors,
Messrs Johnson Stokes and Master from our approved panel of
lawyers, 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.
(2) A Corporate Guarantee of EUR10,000,000.- from Concord Camera
Corporation 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.
As a special condition, Concord Camera HK Ltd is required to submit to
our Bank on a quarterly basis your aged debtors' listing and inventory
sununary.
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Concord Camera HK Ltd 23 April 2004
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Apart from the foregoing, all other terms and conditions as stipulated on our
facility letter of 7 November 2003 remain unchanged.
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 continued understanding and acceptance of the
terms and conditions under which the above facility is granted.
This facility will remain open for acceptance until the close of business on 14
May 2004 and if not accepted by that date will be deemed to have lapsed.
We are pleased to be of continued assistance.
Yours faithfully
FOR AND ON BEHALF OF
CONCORD CAMERA HK LIMITED
/s/ Patrick Lee xxxxxxxx
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Patrick Lee xxxxxxxx
/s/ Nelson Ho
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NELSON HO
Relationship Manager
ac
Encl