Exhibit 10.6
SHANGHAI COMMERCIAL BANK LTD
(INCORPORATED IN HONGKONG)
VICTORIA CENTRE BRANCH
G7 VICTORIA CENTRE
15 WATSON RD., CAUSEWAY BAY
HONG KONG
FAX NO: (852) 28068547
TEL NO: (852)
25272556
WEB SITE: www.shacombank.com.hk
Confidential
Our Reference: CC03/355/0603005
Jun 12, 2006
Mr K.F. Wong, Paul
Director
Concord Camera (HK) Ltd
14/F, ADP Pentagon Centre
98 Texaco Road
Tsuen Wan, New Territories
Dear Mr Wong,
Re: Banking Facilities
As
discussed,
we are pleased to offer the banking facilities
("Facilities") as described in this letter ("Facility Letter") to
you subject to
the provisions
herein contained, the Terms and Conditions and the Appendix
hereto. Please note
that the Appendix
forms an integral part
of this Facility
Letter and the terms and expressions used herein are as defined and
construed in
the Appendix.
Description of Facilities
Features
Revolving Trade
o Interest on I/B,
I/V, P/L and O/B in HK Dollars
Financing Facilities:
is to be charged at 0.5% p.a. over Prime. At
current Prime of
8.25% p.a., the effective
interest rate is 8.75% p.a.
(i) not to exceed
o Interest on I/B,
I/V, P/L and O/B in US Dollars
HK$6,OOO,OOO for
is to be charged at 0.5% p.a. over US Prime. At
L/C,
I/B, T/R,
current US Prime of 7.75% p.a., the effective
I/V
and P/L
interest rate is 8.25% p.a.
(ii) not to exceed
o Otherwise,
interest and fees are
to be charged
HK$3,OOO,OOO for
at our prevailing
rates applicable to trade
O/B
financing facilities.
o I/B is to be
repaid within 90 days from the
delivery of goods
and/or documents
under our
L/C, less any usance/credit periods granted by
your suppliers.
o I/V up to 90 days, less any credit period
granted by your
suppliers,
can be drawn
for
settlement of accounts
due and payable to your
suppliers. You
must lodge with us your
suppliers'
invoices plus
any evidence of
receipt of goods
acceptable to us. Proceeds of
payment will be
remitted to your suppliers'
account directly
by us.
Page l of 3
<PAGE>
SHANGHAI COMMERCIAL BANK LTD
(INCORPORATED IN HONGKONG)
Concord Camera (HK) Ltd
o P/L is available up to 60% of the unused
value
of export L/Cs
lodged with us and issued in
your favour by banks
acceptable
to us. / The
utilization of
I/B, I/V and P/L under
facilities (i)
must not exceed 60% of the
aggregate unused
value of the
export L/C(s)
lodged with us at all times.
o Maximum tenor of P/L must not exceed 90 days
from its draw-down date.
o Negotiation
of O/B is to be effected only
against
documents which
are in strict
compliance with all terms of its corresponding
L/Cs.
Securities: 1.
An all
monies first legal
charge in our favour over the
property located at 14/F, ADP Pentagon Centre, 98 Texaco
Road, Tsuen Wan, New Territories ("Property"), where you
are the Chargor;
2. An all
monies continuing
corporate guarantee given by
Concord Camera Corp. USA for HK$9,000,000 in our favour.
(Collectively, the "Security Documents")
Fire Insurance:
An insured amount
equivalent to the
estimated
reinstatement
value of the Property as determined by us showing our Bank
as
the loss payee is covered by us at your expense, unless the
Property is covered for not less than the requisite amount by
a Master Policy.
The insured amount will be subject to our
periodic review.
Facility Fee: An annual fee
for HK$22,500 will be debited from your Checking
Account.
Undertaking: You
undertake the Property is self-occupied. Any change of the
use is not permitted unless with our prior written consent.
Please
indicate your acceptance of the Facilities by signing and
returning
the enclosed
duplicate of this
letter within 14 days
hereof, after which
the
offer in this letter will lapse.
We also
enclose a set of documents which should be completed and
returned
to us. If you
have any queries regarding the completion of the required
documents or this letter, please do not hesitate to contact
Mr Yuen Tim, Branch
Manager or Mr Jacky Tai, Marketing Officer at 25717266.
Page 2 of 3
<PAGE>
SHANGHAI COMMERCIAL BANK LTD
(INCORPORATED IN HONGKONG)
Concord Camera (HK) Ltd
We offer
an array of wealth management and insurance products to meet
your
corporate and personal needs. Your designated officer will be glad to
introduce
our professional
staff to you for
tailoring the most
suitable insurance and
investment plan at
your choice so you can secure yourselves with various types
of protection and grow your wealth continuously.
Yours sincerely,
For and on behalf of
Shanghai Commercial Bank Ltd
/s/ [ILLEGIBLE]
Authorized Signatures
We agree to accept the Facilities and We agree to be bound
by the above terms
be bound
by all the Terms and as the Guarantor.
Conditions as
the Borrower and
Chargor.
For and On behalf of
CONCORD CAMERA HK LIMITED
/s/ Carrie Chui Paul
Wong
/s/ Ira B. Lampert, CEO
-------------------------------------
---------------------------------------
Borrower and Concord Camera (HK) Ltd Guarantor:
Concord Camera Corp. USA
Chargor:
Date:
Date:
Page 3 of 3
<PAGE>
SHANGHAI COMMERCIAL BANK LTD
(INCORPORATED IN HONGKONG)
APPENDIX
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Terms
Definition / Description
--------------------------------------------------------------------------------
ABF
Asset Based Financing facility
--------------------------------------------------------------------------------
ARF
The extension of Account Receivables Financing Facility
under the SME Loan
Guarantee Scheme provided by the
government of HKSAR
--------------------------------------------------------------------------------
AWC
Associated Working
Capital Financing Facility under the
SME Loan Guarantee
Scheme provided by the government of
HKSAR
--------------------------------------------------------------------------------
BIE
Business Installations
and Equipment Financing Facility
under the SME Loan
Guarantee Scheme provided by the
government of HKSAR
--------------------------------------------------------------------------------
BIG
Business Installations
and Equipment Financing Facility
under the SME Business
Installations and Equipment Loan
Guarantee Scheme provided by the government of HKSAR
--------------------------------------------------------------------------------
C/P
Clean Bills Purchase Facility
--------------------------------------------------------------------------------
CTL
Our extension of Corporate Tax Loan
--------------------------------------------------------------------------------
D/A
Our purchase of your export bills on Documents Against
Acceptance terms
--------------------------------------------------------------------------------
D/P
Our purchase of your export bills on Documents Against
Payment terms
--------------------------------------------------------------------------------
HIBOR/LIBOR
Hong Kong Interbank Offered Rate / London Interbank
Offered Rate as quoted by us from time to time
--------------------------------------------------------------------------------
I/B
Our extension of
Import Loans to you for settlement of
dr
