Financing Agreement between Standard Chartered Bank and Catalina Asia Ltd. dated July 29, 2003

Summary

Standard Chartered Bank agrees to provide Catalina Asia Ltd. with various banking and working capital facilities, including overdraft, trade finance, and guarantee facilities, up to specified limits. The agreement outlines interest rates, fees, documentation requirements, and conditions for use. The bank retains the right to review, modify, or terminate the facilities at its discretion. Catalina Asia Ltd. and related companies must provide guarantees, financial statements, and comply with certain financial covenants. The agreement is effective upon acceptance and remains subject to the bank’s ongoing approval.

EX-10.2 3 dex102.htm FINANCING AGREEMENT DATED JULY 29, 2003 Financing Agreement Dated July 29, 2003

Exhibit 10.2

 

150 years with you


 

[STANDARD CHARTERED LOGO]

 

Date:

   29th July 2003

Our ref:

   C&I/LC/TEAM3/8KE

 

CONFIDENTIAL

 

Catalina Asia Ltd.

6/F., Kenning Industrial Building,

19 Wang Hoi Road,

Kowloon Bay,

Kowloon.

 

Attn.:    Mr. Daniel Chan, President/

Mr. Nicholas Li, Finance Controller


 

Dear Sirs,

 

BANKING FACILITIES: CATALINA ASIA LTD.

 

We are pleased to confirm that the Bank is willing to make available to your company (the “Company”) the following working capital facilities up to the amounts indicated.

 

1. CURRENT ACCOUNT OVERDRAFT - HKD5,000,000,-

 

2. TRADE FINANCE GROUP ALL (Discrepant Credit Bills Negotiated - with recourse) - HKD30,000,000,-

 

3. TRADE FINANCE GROUP 1 - HKD30,000,000.-

 

4. TRADE FINANCE GROUP 2 - HKD15,000,000.-

 

5. TRADE FINANCE GROUP 3 - HKD15,000,000.-

 

The above Trade Finance Groups All, 1, 2 and 3 are complementary and the combined outstandings are not to exceed HKD30,000,000.-. Similarly the combined outstandings of Groups 2 and 3 are not to exceed HKD15,000,000.-. For product availability, please see the attachment to this letter.

 


Catalina Asia Ltd.

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Prior evidence of insurance is required for all “free on board” and “cost and freight” shipments under imports letters of credit.

 

Combined usance and loan period of any one transaction is not to exceed 120 days.

 

Usance period of export facilities in not to exceed 120 days.

 

Negotiation of discrepant credit bills is financed on unsecured basis.

 

Export invoice discounting is allowed with 85% finance for up to 120 days against presentation of the Company’s certified copies of invoices subject to the Bank’s prior approval on drawee. Bill of Lading or Airway Bill is required to be submitted to the Bank as supporting documents to invoice.

 

Packing credit is allowed with 70% advance against lodgement of valid export letters of credit for up to 90 days or the expiry date of the related letters of credit, whichever is earlier.

 

The Company undertakes not to accept any amendments to the master letters of credit without the prior written consent of the Bank.

 

6.            GUARANTEE  FACILITY – HKD600,000. -

 

For the issuance of bank guarantees against counter indemnities from the Company to secure utility services.

 

INTEREST,  COMMISSIONS  AND  FEES

 

Unless otherwise specified, interest on all sums advanced will be payable monthly in arrears at Prime or HIBOR, whichever is higher. “Prime” means the rate which we announce or apply from time to time as our prime rate for lending Hong Kong Dollars and “HIBOR” means the rate which we determine to be the Hong Kong Interbank Offered Rate for the relevant period.


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Catalina Asia Ltd.

 

Commissions will be charged at our standard rates unless otherwise stipulated. Credit bills negotiation (with recourse) for export bills will be discounted at our standard bills finance rate minus 2% per annum for Hong Kong Dollar bills and at our standard bills finance rates minus 0.5% per annum for foreign currency bills. Other than the above, export bills will be discounted, import bills and packing credit will be financed at our standard bills finance rates. Export invoice discounting will be charged at our standard bills finance rate minus 0.75% per annum for Hong Kong Dollar bills and at our standard bills finance rates for United States Dollar Bills.

 

Letters of Credit Opening Commission &

Commission in lieu of Exchange (import & export)

First USD50,000.-                     1/4%

Balance                                       1/32%

 

A default rate of 8% per annum over Prime or HIBOR, whichever is higher, will apply to amounts not paid when due or in excess of agreed facility amounts. All past due bills shall bear interest at 4% per annum above the rates charged on your regular bills outstanding.

 

You shall pay to the Bank an arrangement fee of HKD20,000. – payable on the date on which the Bank’s offer of the above facilities are accepted by you as signified by your counter-signing of this letter. The arrangement fee is non-refundable in any event. A handling fee in an amount to be mutually agreed will be payable on each anniversary of the date of this letter if the facilities are continuing. The fees will be debited to your current account.

 

Whether or not the documentation for the above facilities is executed or the facilities are made available to you as contemplated following your acceptance of this letter, you shall forthwith on demand reimburse the Bank all out of pocket expenses (including but not limited to legal fees and disbursements) incurred by the Bank in connection with the facilities including, without limitation, the negotiation, preparation, execution and/or enforcement of this letter and the documentation referred to below.

 

AVAILABILITY AND REPAYMENT

 

The above facilities are subject to periodic review by the Bank at its discretion, and it is expressly agreed that they will at all times be available at the sole discretion of the Bank. Notwithstanding any other provisions contained in this letter or in any other document, the Bank will at all times have the right to require immediate payment and/or cash collateralisation of all or part of any sums actually or contingently owing to it, and the right to immediately terminate or suspend, in whole or in part, the facilities and all further utilisation of the facilities.


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Catalina Asia Ltd.

 

ASSIGNMENT

 

The Company may not assign or transfer all or any of its rights, benefits or obligations under this letter (and any documentation or transactions to which this letter relates) without the Bank’s prior written consent.

 

The Bank may at any time assign or transfer to any one or more banks or other financial institutions all or any of its rights, benefits or obligations under this letter (and any documentation or transactions to which this letter relates) or change its lending office.

 

DOCUMENTATION

 

Before the above facilities may be used, the enclosed copy of this letter must be signed and returned to us together with a certified copy of appropriate authorising board resolutions.

 

The following documentation are held/will also be required:

 

General Customer Agreement executed by the Company.

 

Standby Letter of Credit of not less than USD525,000.- issued by SunTrust Bank in favour of the Bank.

(10% extra margin required for major foreign currencies. The Bank reserves the right to require a higher margin.)

 

Unlimited cross corporate guarantees between the Company and Go-Gro Industries Ltd.

 

Corporate guarantee by Catalina Lighting, Inc. limited to the principal amount of USD7,800,000.- plus interest and other charges for the account of the Company and Go-Gro Industries Ltd.

 

A letter of Undertaking by Go-Gro Industries Ltd. that it will (I) limit the maximum outstanding trade receivables and current account to HKD150,000,000.- and limit the days outstanding for any intercompany trade receivables and current account to less than 90 days. Intercompany receivables regarding direct sales to United States buyers are not included in the intercompany trade receivables provided that they are 100% supported by export bills under letters of credit presented to the Bank for negotiation and/or for collection, (II) provide the Bank with statements showing a breakdown of loans to/from Catalina Lighting, Inc. and/or its subsidiaries and trade receivables and current accounts with Catalina Lighting, Inc. and/or its subsidiaries within 3 months from statement date and (III) not declare any dividends without the prior written consent of the Bank.


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Catalina Asia Ltd.

 

•   Signed original copies of annual audited financial statements of the Company and Go-Gro Industries Ltd. within 9 months after their respective financial year end. A signed original copy of annual audited financial statements of Catalina Lighting, Inc. within 6 months from statement date. Signed original copies of quarterly management accounts, quarterly stock and debtor list of Go-Gro Industries Ltd. within 3 months after the end of the relevant accounting period. A signed original copy of quarterly financial statements of Catalina Lighting, Inc. within 3 months from statement date. Such other information as the Bank may request from time to time.

 

UNDERTAKINGS

 

The Company undertakes to the Bank that it will:

 

•   Maintain its net worth at not less that HKD120,000,000.-

 

•   Not declare any dividends without the prior written consent of the Bank.

 

•   Ensure at all times its payment obligations under this letter and the security documentation contemplated hereunder rank at least pari passu to that of its other lenders.

 

•   Immediately inform the Bank of any change of the Company’s directors or beneficial shareholders or amendment of its memorandum or articles of association.

 

By acceptance of this letter the Company gives consent to the Bank to disclose details of the Company’s account relationship with the Bank (including credit balances and any security given for the facilities) to all or any of the following persons (whether in or outside Hong Kong); (i) its Head Office and any of its offices, branches, related companies or associates, (ii) any actual or proposed participant or sub-participant in, or assignee or novatee of the Bank’s rights in relation to the Company’s accounts, (iii) any agent, contractor or third party service provider which provides services of any kind to the Bank in connection with the operation of its business, (iv) any financial institution with which the Company has or proposes to have dealings to enable credit checks to be conducted on the Company, and (v) any person to whom the Bank is under an obligation to make disclosure under the requirements of any law binding on the Bank or any of its branches.


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Catalina Asia Ltd.

 

Please sign the enclosed copy of this letter and return it to the Bank’s Credit Operations at 11th Floor, Standard Chartered Tower, 388 Kwun Tong Road, Kwun Tong, Kowloon, for the attention of the undersigned, within one month after the date of this letter. When accepted, this letter will supersede any previous facility letter which the Bank has issued to the Company. This letter will be governed by Hong Kong SAR law.

 

We enclose a set of documents which should also be completed and returned to the Bank at the above mentioned address. If you have any queries regarding the completion of the required documents, please contact the undersigned, whose telephone number is 2282-6396. With regard to queries on banking arrangements, you can contact our Senior Relationship Manager Ms. Angela Leung, whose telephone number is 2821-1812.

 

We are pleased to be of service to you and take this opportunity to thank you for your custom.

 

Yours faithfully,

For and on behalf of STANDARD CHARTERED BANK

 

/s/    Eros Hung


Eros Hung

Senior Credit Documentation Manager

 

EH/htc

Encl.

 

Agreed.

For and on behalf of CATALINA ASIA LTD.

 

/s/    Daniel Chan



[LOGO]

 

Catalina Asia Ltd.

 

Attachment Regarding Trade Finance Products

 

This attachment forms an integral part of our banking facility letter dated 29th July 2003.

 

You may use any product or aggregate of products in any one group up to the limit shown in the attached banking facility letter.

 

Trade Finance Group ALL

 

Discrepant Credit Bills Negotiated – with recourse

 

Trade Finance Group 1

 

Purchase of Documents against Payment Bills of Exchange secured by goods

 

Purchase of Documents against Acceptance Bills of Exchange with ECA/approved insurance cover

 

Back to Back Letters of Credit

 

Import Letters of Credit    – sight and usance

    – secured by goods

 

Loan against import

 

Trade Finance Group 2

 

Purchase of Documents against Acceptance Bills of Exchange without ECA/approved insurance cover

 

Purchase of Documents against Payment Bills of Exchange not secured by goods

 

Quasi Back to Back Letters of Credit – not secured by goods

 

Import Letters of Credit    – sight and usance

    – not secured by goods

 

Shipping Guarantees

 

Trade Finance Group 3

 

Pre-shipment Loan – i.e. Packing Credit

 

Acceptance of draft under Import Letters of Credit

 

Release of Documents against Acceptance of Trust Receipt

 

Loans against Trust Receipt

 

Post Import Loans

 

Export Invoice Discounting