<PAGE>
EXHIBIT 10.1
Standard
Chartered
Date: 29 September 2005
PRIVATE AND CONFIDENTIAL
------------------------
Comtech International (Hong Kong) Ltd.
Room 514, 5/F., Manhattan Centre,
8 Kwai Cheong Road,
Kwai Chung,
N.T.
Hong Kong
Attn: Mr. Allen Wu
Financial Controller
Dear Allen,
We are pleased to confirm that the
following facilities were available to
Comtech International (Hong Kong) Limited
as at 29 September 2005:
Overdraft
USD1,000,000
Trade Facilities
USD4,000,000
-------------------------------------
Total
USD5,000,000
The facts above are given as at 29
September 2005 without any responsibility or
liability whatsoever on the part of the
Bank or its officials for or in respect
of any of such facts or any defect in or
omission from such facts.
Yours faithfully,
----------------------------------------------------
Derek Lee
Relationship Manager
Local Corporates
Standard Chartered Bank (Hong Kong)
Limited
Accepted by
For and on behalf of
COMTECH INTERNATIONAL (HONG KONG)
LIMITED
----------------------------------------------------
Authorized Signature(s)
Date: October 7, 2005
<PAGE>
Standard
Chartered
Date: 21st June 2005
Our Ref: CR/LC/TEAM3/BKC
CONFIDENTIAL
------------
Comtech International (Hong Kong) Ltd.
Room 514, 5/F., Manhattan Centre,
8 Kwai Cheong Road,
Kwai Chung,
New Territories.
Attn: Ms. Hope Ni, Chief
Financial Officer/
Mr. Allen Wu, Financial Controller
----------------------------------------------
Dear Sirs,
BANKING FACILITIES
We, Standard Chartered Bank (Hong Kong)
Limited, refer to our letter dated 11th
May 2005 together with the Bank's Standard
Terms and Conditions for Banking
Facilities and Services (including the
Trade Finance Supplement), which set out
the facilities made available to the
Customer below (the "Existing Facility
Letter").
CUSTOMER:
Comtech International (Hong Kong) Ltd.
Following our recent discussions, we are
pleased to confirm that the terms of
the facilities will be varied as
follows:
The entire "COVENANTS AND UNDERTAKINGS"
section is revised and replaced by the
following:
E.
COVENANTS AND UNDERTAKINGS:
The Customer undertakes to the Bank that it
will:
1.
procure that all its obligations in connection with the Facilities
will
at all times rank at least pari passu in terms of security and
support
(including third party) with all its other present and future
obligations.
2.
ensure share placement target of USD50,000,000.-, with a
minimum
achievable amount of USD20,000,000.-.
3.
promptly submit to the Bank:
o
a certified copy of the audited financial statements of the
Customer within 9 months after its financial year end;
o
a certified copy of the audited financial statements of
Comtech Group, Inc. within 120 days after its financial year
end;
o
certified copies of the quarterly management accounts of the
Customer and Comtech Group, Inc. within 60 days after the end
of the relevant accounting period; and
o
other information that the Bank may request from time to time.
-1-
<PAGE>
CORNTECH INTERNATIONAL (HONG KONG) LTD.
4.
immediately inform the Bank:
o
of any change of the Customer's directors or beneficial
shareholders or amendment to its memorandum or articles of
association or equivalent constitutional documents;
o
of any substantial change to the general nature of the
Customer's existing business; or
o
if it becomes, or is aware that any of its directors,
shareholders, partners or managers becomes, a Related Person
(as defined in paragraph 7 of section F of this letter).
The variations set out above will take
effect when we have received:
o
the enclosed copy of this letter signed by a director on behalf of
the
customer.
Please sign the enclosed copy of this
letter and return it to the Bank's Credit
Risk Control at 11th Floor, Standard
Chartered Tower, 388 Kwun Tong Road, Kwun
Tong, Kowloon, for the attention of Mr.
Stephen Wong, within one month after the
date of this letter. This letter will amend
the terms of the Existing Facility
Letter which the Bank has issued to any of
the Customer, as set out above. In
all other respects, the terms of the
Existing Facility Letter and the Bank's
Standard Terms and Conditions for Banking
Facilities and Services (including the
Trade Finance Supplement) will remain in
full force and effect. This letter will
be governed by the laws of Hong Kong
SAR.
If you have any queries, please contact our
Relationship Manager Mr. Derek Lee,
whose telephone number is 2821-1813.
We are pleased to be of service to you and
take this opportunity to thank you
again for your custom.
Yours faithfully,
For and on behalf of
STANDARD CHARTERED BANK (HONG KONG)
LIMITED
/s/ Karie Leung
--------------------------------------
Karie Leung
Senior Credit Documentation Manager
KL/SW/dc
Encl.
Agreed
For and on behalf of
COMTECH INTERNATIONAL (HONG KONG) LTD.
--------------------------------------
DIRECTOR
<PAGE>
Standard
Chartered
Date: 11th May 2005
Our Ref: CR/LC/TEAM3/BKC
CONFIDENTIAL
Comtech International (Hong Kong) Ltd.
Room 514, 5/F., Manhattan Centre,
8 Kwai Cheong Road,
Kwai Chung,
New Territories.
Attn: Ms. Hope Ni, Chief Financial
Officer/
Mr. Allen Wu, Financial Controller
--------------------------------------------------
Dear Sirs,
BANKING FACILITIES
Standard Chartered Bank (Hong Kong) Limited
(the "Bank") is pleased to offer the
following banking facilities (the
"Facilities") to the Customer below for the
purpose(s) of general working capital and
trade finance requirement, subject to
the Bank's Standard Terms and Conditions
for Banking Facilities and Services
(including the Trade Finance Supplement)
attached and the terms and conditions
set out in this facility letter.
A.
CUSTOMER:
Comtech International (Hong Kong) Ltd.
B.
FACILITY LIMITS:
<TABLE>
<S> <C>
(1) GENERAL BANKING FACILITIES
-------------------------------------------------------------------------------------------------------
TYPE(S) OF FACILITY
FACILITY LIMIT(S)
DESIGNATED CUSTOMER(S) AND SUB-
LIMIT(S), IF APPLICABLE
-------------------------------------------------------------------------------------------------------
1. Current Account Overdraft
USD1,000,000.-
o The Customer
-------------------------------------------------------------------------------------------------------
2. Trade Finance
USD4,000,000.-
-
(PLEASE REFER TO APPENDIX 1
FOR
PRODUCT DETAILS.)
-------------------------------------------------------------------------------------------------------
(a) Trade Finance Group All
o The Customer (USD4,000,000.-)
-------------------------------------------------------------------------------------------------------
(b) Trade Finance Group 1
o The Customer (USD4,000,000.-)
-------------------------------------------------------------------------------------------------------
(c) Trade Finance Group 2
o The Customer (USD4,000,000.-)
-------------------------------------------------------------------------------------------------------
(d) Trade Finance Group 3
o The Customer (USD4,000,000.-)
-------------------------------------------------------------------------------------------------------
TOTAL FACILITY LIMIT:
USD5,000,000.-
-------------------------------------------------------------------------------------------------------
-2-
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COMTECH INTERNATIONAL (HONG KONG) LTD.
--------------------------------------------------------------------------------
Note:-
o
The aggregate
outstanding of all Sub-limits shall not at any ti
