Exhibit 10.4
(HSBC LOGO)
Commercial Banking -GP 3, Div M
(CARM 050608)
PRIVATE AND CONFIDENTIAL
Concord Camera HK Ltd
14/F Concord Technology Centre
98 Texaco Road
Tsuen Wan
NEW TERRITORIES 20 September 2005
Attn: Mr Harlan Press /Mr Paul Wong
Dear Sirs
BANKING FACILITIES
A/C NO. 500-166012
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 which will be made available on the specific terms and conditions
outlined herein. These facilities are subject to review at any time and, in any
event by 30 November 2005, and also subject to our overriding right of
suspension, withdrawal and repayment on demend, including the right to call for
cash cover on demand for prospective and contingent liabilities.
New Previously
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Import Facilities HKD60,000,000.- HKDl07,500,000.-*
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Documentary Credits to your
suppliers and Import Loan
Facilities in either HK Dollars
or Foreign Currency for up to
120 days, less any usance/credit
periods granted by your
suppliers
within which HKD60,000,000.-) HKDl07,500,000.-)*
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Goods under your control and/or Trust Receipts
We may, at our sole and absolute discretion, refuse to allow drawings under the
facilities if the transaction in question does not meet operational requirements
in respect of these facilities.
Interest on import loans will continue to be charged on a daily basis as
follows and payable monthly in arrears to the debit of your account:-
HK Dollar : 1.75% over HIBOR on import loans
Foreign currency : 1.75% over SIBOR or 1% below our standard Trade Finance
Rates as published by us
THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
HSBC MAIN BUILDING, 1 QUEEN'S ROAD CENTRAL, HONG KONG
Tel: (852) 2822 1111 Fax: (852) 2899 8846
Telex: 73205 HSBC HX Telegrams: Hongbank Hongkong
Web: www.hsbc.com.hk
Incorporated in the Hong Kong SAR with limited liability
Registered at the Hong Kong Companies Registry No. 263876
(HSBC LOGO)
Concord Camera HK Ltd 20 September 2005
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Interest at the above-mentioned rates over HIBOR (Hong Kong Interbank Offered
Rate) and SIBOR (Singapore Interbank Offered Rate) are subject to fluctuation at
our discretion and payable at the end of each interest period to the debit of
your account.
New Previously
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Guarantee EUR380,000.- EUR380,000.-
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For issuance of a EUR380,000.- open-ended
guarantee in favour of Rabobank
Commission on the above guarantee facility
will be charged at 1.25% per annum on the
amount of guarantee issued/renewed, which is
subject to change at the Bank's discretion.
Please note the full amount of the
commission will be payable in advance on a
yearly basis to the debit of your current
account with us notwithstanding subsequent
return/cancellation of the guarantee
issued/renewed prior to expiry.
The commission rate specified above will
apply to the guarantee issued/renewed on
your behalf notwithstanding that a different
rate may have been specified in any
Counter-Indemnity issued by you in our favour
prior to the date of this letter in respect
of such guarantee and it is agreed that the
rate specified above will apply with effect
from the issue/renewal of such guarantee or
otherwise as indicated above. All other
terms of any such Counter-Indemnity remain
unchanged.
New Previously
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Foreign Exchange Limit HKD15,000,000.- HKD15,000,000.-
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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.
(HSBC LOGO)
Concord Camera HK Ltd 20 September 2005
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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.
Default Interest
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Please note that interest will be payable on sums which are overdue, drawings
which are in excess of agreed limits and amounts demanded and not paid, at the
maximum rate stipulated in the Bank's Tariff which is accessible at
http://www.hsbc.com.hk/hk/commercial/tool/pdf/c_tariff.pdf. The Bank will
provide you with a hard copy of the Tariff at your request. Interest at the
applicable rate will be payable monthly in arrears to the debit of your current
account.
Accrual of Interest and Other Sums
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Please note that interest and other sums expressed to be chargeable or payable
on a periodic basis will nonetheless accrue from day to day and amounts so
accrued may be demanded at any time.
Security
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As security for the foregoing facilities, we continue to hold: -
l) An "all monies" debenture over all the assets and undertakings of your
company with minutes of meeting both dated 10 June 2004.
2) A Letter of Awareness dated 24 August l998 from Concord Camera Corp together
with a Certificate of Assistant Secretary dated 3 September 1998.
3) A Corporate Guarantee for USD4,200,000.-from Concord Camera Corp with
minutes of meeting both dated l9 August l999 and a copy of legal opinion
dated 9 August l999 from Holland & Knight LLP.
4) A Corporate Guarantee for USD4,000,000.-from Concord Camera Corp with
minutes of meeting and Certification all dated 11 November 1999.
5) A Corporate Guarantee USD5,500,000.-from Concord Camera Corp with minutes
of meeting and Certification all dated 18 October 2000.
(HSBC LOGO)
Concord Camera HK Ltd 20 September 2005
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6) A Corporate Guarantee for EUR380,000.-dated 16 December 2003 from Concord
Camera Corp with minutes of meeting and Certification both dated 31 January
2004.
7) A Letter of Undertaking from your company together with the minutes of
meeting 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.
8) A Letter of Undertaking dated 20 July 1999 from your company together with
the minutes of meeting dated 19 July 1999 undertaking:
(a) to direct to us all I/E bills business of your company;
(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.
9) A Letter of Undertaking from your company together with the minutes of
meeting both dated 28 August 2000 undertaking:
(a) to direct to us all I/E bills business of your company;
(b) to maintain the tangible net worth of your company at least
HKD250,000,000.- at all times;
(c) to maintain the net gearing ratio (after netting cash balance) of your
company at 45% or less at all times;
(d) not to declare dividends of more than 50% of recurrent net profit in any
fiscal year.
10) A Registered Assignment of DC Proceeds form dated 4 May 2001 together with
the minutes of meeting dated 28 August 2000 executed by your company.
ll) A Counter Indemnity dated 5 December 2003 in respect of the above guarantee
issued on your behalf (Re: L/G No. 46026).
12) A Capitalization and Subordination Agreement dated 31 March 2005 from
Concord Camera Corp undertaking to recapitalize Concord Camera HK Ltd by
converting HKD85,000,000.- advance to Concord Camera HK Ltd into equity.
13) A Subordination Agreement dated 31 March 2005 from Concord Camera Corp in
respect of advances of HKD 155,000,000.- to Concord Camera HK Ltd together
with the Board Resolution dated 29 March 2005.
Please note that we require legal opinions from qualified solicitor in USA
confirming the authority and power of Concord Camera Corp to enter into the
above security items (12) and (13) and that the relevant documents will also be
properly executed.
(HSBC LOGO)
Concord Camera HK Ltd 20 September 2005
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As additional security, please let us have a charge over your deposit for
USD2,000,000.- or its equivalent in other foreign currencies to be placed with
us. We enclose our standard form of Security Over Deposit for your completion
and return, together with with a certified copy of a Board Resolution in
substantially the form as that enclosed with this facility letter.
In the event of the value of the foreign currency deposit charged to us falling
below the required level and upon our request, you should immediately pledge to
us additional security acceptable to us to bring the value back to the
threshold.
Pursuant to Section 80 of the Companies ordinance, a charge will have to be
formally registered with the Companies Registry within 5 weeks from the date of
the document. After the "Security Over Deposit" has been duly executed and
returned by you, we shall proceed with the filing on your behalf and the filing
fee of HKD340.-will automatically be debited to your current account under
advice to you.
Upon receipt of your acceptance to this facility letter and satisfactory
completion of the above security, we shall cancel the following:
l) A Corporate Guarantee for USD10,300,000.-from Concord Camera Corp with
minutes of meeting and Certification all dated 3l January 2004.
2) A Corporate Guarantee for EUR10,000,000.-dated 3 June 2004 from Concord
Camera Corp with minutes of meeting dated 27 April 2004 and Certification
dated 3 June 2004.
As a special condition, Concord Camera HK Ltd is required to submit to our Bank
aged debtors' listing and inventory summary on a quarterly basis.
You will be required for so long as these facilities are available to you to
comply with the above covenants/undertakings. Your compliance or otherwise with
the above covenants/undertakings will not in any way prejudice or affect our
right to suspend, withdraw or make demand in respect of the whole or any part of
the facilities made available to you at any time. By signing this letter, you
expressly acknowledge that we may suspend, withdraw or make demand for repayment
of the whole or any part of the facilities at any time notwithstanding the fact
that the above covenants/undertakings are included in this letter and whether or
not you are in breach of any such covenants/undertakings.
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.
Concord Camera Corp("the Surety")confirms by countersigning this letter that
their security remains in full force and effect and continues to secure the
indebtedness referred to in this letter. Furthermore, such liability under the
security will not be discharged or affected by the Bank extending, increasing,
renewing, or otherwise varying the indebtedness referred to in this letter or by
any other act, omission or circumstance which might discharge the Surety to any
extent.
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 these revised facilities are granted.
(HSBC LOGO)
Concord Camera HK Ltd 20 September 2005
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A review fee of HKD20,000.- will be charged to the debit of your current account
upon receipt of your acceptance of this facility letter.
Unless expressed in writing from you to the contrary, we may provide any
information relating to any of your accounts with us and any facilities we may
provide to you from time to time or their conduct or any other information
concerning your relationship with us to any other company or office which at the
relevant time belongs to or is part of the HSBC Group.
Section 83 of the Banking Ordinance
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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.
These revised facilities will remain open for acceptance until the close of
business on 12 October 2005 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 Ltd
/s/ Nelson Ho /s/ Harlan Press 19/10/05
- ----------------------- -----------------------------
Nelson Ho
Senior Vice President
ac
Encl
For and on behalf of
Concord Camera Corp
/s/ Ira B. Lampert 19/10/05
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