Exhibit 10.1
HSBC LOGO
CONFIDENTIAL
Concord Camera HK Ltd
14/F ADP Pentagon Centre
98 Texaco Road
Tsuen Wan
NEW TERRITORIES 11 July 2006
Attn: Mr Paul Wong
Dear Sirs
BANKING FACILITIES
A/C NO. 500-166012
With reference to the recent discussion, we are pleased to advise that we have
reviewed your banking facilities and offer a renewal within the following
limits. These facilities are subject to review at any time and, in any event by
15 June 2007, and also subject to our overriding right of suspension, withdrawal
and repayment on demand, including the right to call for cash cover on demand
for prospective and contingent liabilities.
Limit
Import Facilities USD7,700,000.-
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 (USD7,700,000.-)
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 our 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
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.
Page 1 of 4
HSBC LOGO
Concord Camera HK Ltd 11 July 2006
- --------------------------------------------------------------------------------
Limit
Guarantee EUR380,000.-
For issuance of a EUR380,000.- open-ended
guarantee in favour of Rabobank
Commission on the above guarantee facility will
continue to 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.
Default Interest
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
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.
Page 2 of 4
HSBC LOGO
Concord Camera HK Ltd 11 July 2006
- --------------------------------------------------------------------------------
Security
As security for the foregoing facilities, we continue to hold:-
1. A charge over your deposit for USD2,000,000.- or its equivalent in
other foreign currencies placed with us and is supported by the
Registered "Security Over Deposit" dated 8 November 2005 together with
Board Resolution dated 11 October 2005.
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.
2. A charge over your deposit for USD6,200,000.- or its Hong Kong Dollar
equivalent placed with us and is supported by the Registered "Security
Over Deposit" dated 27 January 2006 together with Board Resolution
dated 24 January 2006.
3. 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.
4. A Counter Indemnity dated 5 December 2003 in respect of the above
guarantee issued on your behalf (Re: L/G No. 46026).
In the event of the value of the total facilities outstanding exceeds the
value of the pledged deposits due to currency fluctuation, you undertake to
immediately pledge to us additional security acceptable to us to top-up the
security value to fully cover the total facilities outstanding.
As a special condition, Concord Camera HK Ltd is required to submit an aged
debtors' listing and inventory summary to our Bank on a quarterly basis.
You will be required for so long as these facilities are available to you to
comply with the above covenant/undertaking. Your compliance or otherwise with
the above covenant/undertaking 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 covenant/undertaking is included in this letter and whether or
not you are in breach of any such covenant/undertaking.
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.
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.
A review fee of HKD8,000.- will be charged to the debit of your current account
upon receipt of your acceptance of this facility letter
Page 3 of 4
HSBC LOGO
Concord Camera HK Ltd 11 July 2006
- --------------------------------------------------------------------------------
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
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 facilities will remain open for acceptance until the close of business on
1 August 2006 and if not accepted by that date will be deemed to have lapsed.
We are pleased to be of continued assistance.
Yours faithfully
/s/ Terence Li
Terence Li
Senior Vice President
/hc
Encl
For and on behalf of
Concord Camera HK Ltd
/s/ Wong Kim Fai, Paul
----------------------
Page 4 of 4