Exhibit 10.4


	
 

	
 


	
Date:

	
28th December 2007


	
 

	
 


	
Our Ref:

	
CR/MM/Team 8/BTB





CONFIDENTIAL


Atlantic Components Limited 

B24-B27, 1/F, Block B, 

Proficient Industrial Centre, 

6 Wang Kwun Road, 

Kowloon Bay, Kowloon, 

Hong Kong


Attn: Mr. Yang Chung Lun


Dear Sirs,


BANKING FAClLITIES


Standard Chartered Bank (Hong Kong) Limited (the “Bank”) is pleased to
offer the following banking facilities (the “Facilities”) to the Customer
below for the purposes of general working capital, trade finance and treasury
requirement, subject to the Bank’s Standard Terms and Conditions for Banking
Facilities and Services (including the Trade Finance Supplement) and Terms and
Conditions for Foreign Exchange Business attached and the terms and conditions
set out in this facility letter.


	
 

	
 


	
A.

	
CUSTOMER:


	
 

	
 


	
 

	
Atlantic
 Components Limited


	
 

	
 


	
B.
 

	
FACILITY
 LIMITS:


	
 

	
 


	
 

	
(1) General
 Banking Facilities








	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Type(s) of
 Facility

	
 

	
Facility
 Limit(s)

	
 

	
Designated
 Customer(s) and Sub-limit(s), if applicable


	


	


	


	


	


	



	
1.

	
Current Account Overdraft

	
 

	
HKD1,000,000.-

	
 

	
•

	
The Customer


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
2.

	
Trade Finance
(Please refer to Appendix 1 for 

 product details.)

	
 

	
HKD24,000,000.-

	
 

	
—


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(a) Trade Finance Group All

	
 

	
 

	
 

	
•

	
The Customer
 (HKD24,000,000.-)


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(b) Trade Finance
 Group 1

	
 

	
 

	
 

	
•

	
The Customer
 (HKD24,000,000.-)


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(c) Trade Finance
 Group 2

	
 

	
 

	
 

	
•

	
The Customer (HKD24,000,000.-)


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(d) Trade Finance
 Group 3

	
 

	
 

	
 

	
•

	
The Customer (HKD24,000,000.-)


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
3.

	
Factoring

	
 

	
HKD8,000,000.-

 (being FlU Limit)

	
 

	
•

	
The Customer


	
 

	
 

	


	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Total Facility Limit:

	
 

	
HKD33,000,000.-

	
 

	
 

	
 


	
 

	
 

	


	
 

	
 

	
 





Standard Chartered Bank (Hong Kong) Limited 

Wholesale Bank 

Credit Risk Control


11th Floor Standard Chartered Tower 

388 Kwun Tong Road Kwun Tong Hong Kong







	
 

	
 


	
Atlantic
 Components Limited

	
Page 2








	
 

	
 


	
Notes:


	
 

	
 


	
•

	
Unutilized portion of Facility 1
 can be earmarked for Facility 2 but not vice versa.


	
 

	
 


	
•

	
The aggregate outstanding of all
 Sub-limits shall not at any time exceed the Facility Limit of that Facility
 and the Total Facility Limit.








	
 

	
 

	
 


	
 

	
(2)

	
Treasury Facilities (The Bank may arrange for
 these facilities to be available through Standard Chartered Bank or other
 members of the Standard Chartered Group and separate documentation would be
 executed where necessary.)








	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Type(s) of
 Facility

	
 

	
 

	
 

	
Designated
 Customer(s) and sub-limit(s), if applicable


	


	


	


	


	


	


	



	
1.

	
Foreign Exchange Contract(s)

 (Spot and Forward)

	
 

	
 

	
 

	
•

	
The Customer


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Facility Limit to be determined
 by the Bank on a case by case basis.

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
2.

	
Currency and Interest Rate Risk
 Management

	
 

	
•

	
The Customer








	
 

	
 


	
C.

	
PRICING AND
 CONDITIONS:








	
 

	
 

	
 

	
 

	
 

	
 


	
1.

	
Current Account Overdraft

	
 

	
Interest: 0.5% per annum over the
 higher of Prime or HIBOR, payable monthly in arrears.


	
 

	
 

	
 

	
 


	
2.

	
Trade Finance

	
 

	
Interest:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
HKD import/export facilities:
 0.5% per annum below the Bank’s standard bills finance rate.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Foreign currency import/export
 facilities: 1% per annum over the Bank’s standard bills finance rates.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Commission:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Standard, rates unless otherwise
 stipulated.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Commission in lieu of Exchange:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
First USD50,000.- 

	
1/4%

	
 


	
 

	
 

	
 

	
Balance

	
1/16%

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Commission on import Invoice
 Financing:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
1/16% Flat (Minimum HKD250.-)













	
 

	
 


	
Atlantic
 Components Limited

	
Page 3








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Maximum
 tenor/advance percentage for:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Import facilities:
 Combined usance and import loan period of any transaction is not to exceed 45
 days.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Export facilities:
 45 days.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Import invoice
 financing is allowed subject to the following conditions:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Up to 100% of
 financing against submission of certified true copy of Supplier’s invoice.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
The maximum loan
 period is not to exceed 30 days calculated from date of finance.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
The list of the
 approved suppliers for the
time being is as
 per appendix (II) attached.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv)

	
Loan proceeds will
 be directly remitted to suppliers bank accounts.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(v)

	
In-house import
 invoice financing is forbidden.


	
 

	
 

	
 

	
 

	
 


	
3.

	
Factoring

	
 

	
Subject to terms
 and conditions stipulated in or referred to in the Receivables Purchase
 Agreement executed between the Bank and Atlantic components Limited
 respectively.


	
 

	
 

	
 

	
 

	
 


	
4.

	
Foreign Exchange

 Contract(s) (Spot and

 Forward)

	
 

	
Tenor: Up to 36 months.


	
 

	
 

	
 

	
 

	
 


	
5.

	
Currency and
 Interest Rate

 Risk Management

	
 

	
Tenor: Up to 36 months.


	
 

	
 

	
 

	
 

	
 


	
 

	
Handling Fee of
 Facilities:

	
 

	
HKD9,000.-,
 payable upon your signing of this letter, and other handling fee to be
 mutually agreed and payable on each anniversary of the date of this letter if
 the Facilities are continuing.








	
 

	
 


	
D.

	
SECURITY AND
 CONDITIONS PRECEDENT:





The availability of the Facilities is conditional upon the Bank’s
receipt of the following documents, items and evidence (both in form and
substance) satisfactory to the Bank:


	
 

	
 


	
1.

	
This letter duly executed by the Customer.


	
 

	
 


	
2.

	
An all monies
 Charge Over Deposits and/or all monies Charge Over Securities executed by
 the Customer and/or any third party in favour of the Bank, together with all
 Usual documentation required by the Bank, in an amount of not less than
 HKD10,000,000.-. The charged securities under the Charge Over Securities are
 to be held to the order of the Bank or in the name(s) of the Bank’s
 nominee(s). (The Bank reserves the right to require an extra margin.)













	
 

	
 


	
Atlantic
 Components Limited

	
Page 4








	
 

	
 


	
 

	
At the sole discretion of the
 Bank, the charged deposits under the above Charge Over Deposits and the
 charged securities under the above Charge Over Securities are allowed to be
 placed in the forms of deposits and/or principal protected structured
 deposits acceptable to the Bank (collectively the “investment Portfolio”).
 The investment Portfolio must at all times maintain mark-to-market forced
 sale value and security cover ratios agreed by the Bank.


	
 

	
 


	
3.

	
A personal guarantee executed by
 Yang Chung Lun for an unlimited amount.


	
 

	
 


	
4.

	
An all monies First Tripartite Legal Charge over the property at
 Workshop B9, 1/F, Block B, Proficient Industrial Centre, 6 wang Kwun Road,
 kowloon Bay, Kowloon in the name of Systematic lnformation Limited.


	
 

	
 


	
5.

	
An all monies First Tripartite
 Legal Charge over the property at Workshop B12, 1/F, Block B, Proficient
 Industrial Centre, 6 Wang Kwun Road, Kowloon Bay, Kowloon in the name of
 Solution Semiconductor (China) Limited.


	
 

	
 


	
6.

	
Receivables Purchase
 Agreement(s) executed by the Customer for the factoring facility.


	
 

	
 


	
7.

	
Original/Certified copies of all
 necessary consents, approvals and other authorisations (including board
 resolutions) in connection with the execution, delivery and performance of
 this letter and all other documents mentioned above, if applicable.


	
 

	
 


	
8.

	
(if any of the facilities
 referred to in this letter are to be made available by Standard Chartered Bank or
 other members of the Standard Chartered Group) All such documents, items or
 evidence with, in favour of or to Standard Chartered Bank or, as the case may
 be, such member of the Standard Chartered Group as the Bank may request.


	
 

	
 


	
9.

	
Such other documents, items, or
 evidence that the Bank may request from time to time.


	
 

	
 


	
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.

	
promptly submit to the Bank:


	
 

	
 

	
 


	
 

	
•

	
a certified copy of the audited
 financial statements of the Customer within 9 months after its financial year
 end; 


	
 

	
 

	
 


	
 

	
•

	
a certified copy of the interim
 management accounts of the Customer within 3 months after the end of the relevant accounting period; 


	
 

	
 

	
 


	
 

	
•

	
a certified copy of the semi
 annual debtor / stock list of the Customer within 30 days of the relevant
 period; and 


	
 

	
 

	
 


	
 

	
•

	
other information that the Bank
 may request from time to time.


	
 

	
 

	
 


	
3.

	
immediately inform the Bank:


	
 

	
 

	
 


	
 

	
•

	
of any change of the Customer’s
 directors or beneficial shareholders or amendment to its memorandum or
 articles of association or equivalent constitutional documents; 


	
 

	
 

	
 


	
 

	
•

	
of any substantial change to the
 general nature of the Customer’s existing business; or 


	
 

	
 

	
 


	
 

	
•

	
if it becomes, or is
 aware that any of its directors, shareholders, partners or managers
 becomes, a Related Person (as defined in paragraph 5 of section G of this
 letter).













	
 

	
 


	
Atlantic
 Components limited

	
Page 5








	
 

	
 


	
4.

	
maintain its
 minimum networth at not less than HKD10,500,000.- from the financial year
 December 2006 onwards.


	
 

	
 


	
F.

	
TOP-UP
 REQUIREMENT:





The Customer shall at ail times comply with the security cover ratios
specified in this letter or as notified by the Bank to the Customer from time
to time. If any of the security cover ratios shall at any time fall below the
required level, the Customer shall provide additional security acceptable to
the Bank and/or reduce the relevant outstanding in order to comply with the
relevant requirements within the time limit imposed by the Bank from time to
time.


Investment Portfolio


Combined mark-to-market forced sale value of the Investment Portfolio
must not be less than HKD10,000,000.-.


	
 

	
 


	
G.

	
OTHER
 TERMS AND CONDITIONS:


	
 

	
 


	
1.

	
The Facilities are
 available at the sole discretion of the Bank. The Bank may at any time
 immediately terminate, cancel or suspend the Facilities or otherwise modify
 the Facilities without the consent of any party.


	
 

	
 


	
2.

	
Notwithstanding
 any provisions stated in this letter, the Facilities are repayable on demand
 by the Bank. The Bank has the overriding right at any time to require
 immediate payment and/or cash collateralisation of all or any sums actually
 or contingently owing to it under the Facilities. This clause 2 does not
 apply to the Factoring facility.


	
 

	
 


	
3.

	
The Bank’s
 Standard Terms and Conditions for Banking Facilities and Services (including
 the Trade Finance Supplement) and Terms and Conditions for Foreign Exchange
 Business (“Standard Terms and Conditions”) attached and/or referred to in
 this letter form an integral part of this letter and each Customer agrees to
 observe and be bound by such Standard terms and Conditions.


	
 

	
 


	
4.

	
The terms and
 conditions set out or referred to in this letter supersede and replace those
 set out in our letter (if any) previously sent to the Customer(s).


	
 

	
 


	
5.

	
Pleas note that
 section 83 of the Banking Ordinance Imposes on the Bank certain limitations
 on advances to persons (including firms, partnerships and companies) related
 to its directors, employees with lending authority or controllers (each
 person so related shall be referred to as a “Related Person”). When acknowledging and accepting this
 facility letter, you should, advise us if you are, or any of your directors,
 shareholders, partners or managers is, a Related Persons within the meaning
 of the Banking Ordinance. If subsequent to your acceptance of this facility
 letter, you become, or are aware that any of your directors, shareholders,
 partners or managers is or becomes, a Related Person, you should immediately
 advise us in writing.


	
 

	
 


	
6.

	
The customer
 acknowledges the following:








	
 

	
 

	
 


	
 

	
(a)

	
The Customer has
 received and read the Bank’s Notice to Customers and Other Individuals
 relating to the Personal Data (Privacy) Ordinance (the “Ordinance”) and the
 Code of Practice on Consumer Credit Data (the “Notice”); and


	
 

	
 

	
 


	
 

	
(b)

	
The Customer has,
 or will, notify each of its Relevant Individuals, the Bank may in the course
 of providing banking services to the Customer, receive Customer information
 in respect of that Relevant Individual.













	
 

	
 


	
Atlantic
 Components Limited

	
Page 6








	
 

	
 


	
 

	
For the purpose of the above, the
 Ordinance defines a Relevant Individual as being one of the following (but
 not limited to) Chief Executive Officer Chief Financial Officer, Chief
 Operating Officer, department heads, corporate officers (e.g. authorized
 signatories, company secretary etc.), directors, major shareholders,
 beneficial owners, and guarantors (where applicable).


	
 

	
 


	
7.

	
This letter shall be governed by
 and construed in accordance with the laws of Hong Kong SAR.





Please sign
and return to us the enclosed copy of this letter together with the attached
Standard Terms and Conditions for Banking Facilities and Services (including
the Trade Finance Supplement) and Terms and Conditions for Foreign Exchange
Business to the Bank’s Credit Risk Control at 11th Floor, Standard Chartered
Tower, 388 Kwun Tong Road, Kwun Tong, Kowloon within one month after the date
of this letter, failing which this offer shall lapse.


If you have
any queries, please feel free to contact any of the following persons:


	
 

	
 

	
 

	
 

	
 


	
Queries on

	
 

	
Name

	
 

	
Telephone No.


	


	


	


	


	



	
 

	
 

	
 

	
 

	
 


	
Execution of bank documents

	
 

	
Mr. Stanley Tsang, Credit Support
 Manager

	
 

	
2282-6433


	
 

	
 

	
 

	
 

	
 


	
Banking arrangements

	
 

	
Mr. Fred
 Ho, Relationship Manager

	
 

	
2821-1086





Yours
faithfully, 

For and on behalf of

STANDARD CHARTERED BANK (HONG KONG) LIMITED





	
 

	
 

	
 

	
 


	


	
 

	



	


	
 

	


	
 


	
Stephen Wong

 Senior Credit Documentation Manager

	
 

	
Caroline Tse 

 Manager, Credit Risk Control


	
 

	
 

	
 


	
SW/ST

 Encl.

	
 

	
 





We agree
and accept all the terms and conditions set out above and the Bank’s Standard
Terms and Conditions for Banking Facilities and Services (including the Trade
Finance Supplement) and Terms and Conditions for Foreign Exchange Business
attached and/or referred to in this letter, which we have read and understood.


For and on behalf of

ATLANTIC COMPONENTS LIMITED





	
 

	
 


	


	
 


	


	
 











	
 

	
 


	
Atlantic
 Components Limited

	
Page 7





I, Yang Chung Lun, hereby acknowledge the terms of this facility letter
and confirm that my obligations under each guarantee and security document (as
applicable) that I have executed in favour of the Bank will continue in full
force and are not and will not be affected, discharged or varied by the
execution of this facility letter.


	
 

	
 


	


	
 


	


	
 


	
YANG CHUNG LUNG 

	
 





We, Solution Semiconductor (China) Limited and/or Systematic
Information Limited, hereby acknowledge the terms of this facility letter and
confirm that our obligations under each guarantee and security document (as
applicable) that we have executed in favour of the Bank will continue in full
force and are not and will not be affected, discharged or varied by the
execution of this facility letter.


For and on behalf of
SOLUTION SEMICONDUCTOR (CHINA) LIMITED


	
 

	
 


	


	
 


	


	
 


	
For and on behalf of

	
 


	
SYSTEMATIC
 INFORMATION LIMITED








	
 

	
 


	


	
 


	


	
 













	
 

	
 


	
Atlantic
 Components Limited

	
Page 8








Appendix I


TRADE FINANCE FACILITY


Trade
Finance Group All


	
 

	
 


	
•

	
Negotiation of export credit
 documents with discrepancies on a with recourse basis 





Trade
Finance Group 1


	
 

	
 

	
 


	
•

	
Purchase of documents against
 payment bills with title documents on parties acceptable to the Bank on a
 with recourse basis


	
 

	
 


	
•

	
Issuance of import letters of
 credit 

	
- sight and usance 

 - with title documents





Trade
Finance Group 2


	
 

	
 

	
 


	
•

	
Issuance of import letters of
 credit

	
- sight and usance

 - without title documents


	
 

	
 

	
 


	
•

	
Shipping guarantees

	
 





Trade
Finance Group 3


	
 

	
 


	
•

	
Acceptance of drafts under
 import letters of credit


	
 

	
 


	
•

	
Release of documents against acceptance supported by trust receipts


	
 

	
 


	
•

	
Loans against trust receipts


	
 

	
 


	
•

	
Import loans


	
 

	
 


	
•

	
Import invoice financing













	
 

	
 


	
Atlantic
 Components Limited

	
Page 9





Appendix II

	
 

	
 


	
LIST OF SUPPLIERS
 FOR IMPORT INVOICE FINANCING


	
 

	
 


	
1.

	
Samsung
 Electronics HK Ltd.


	
 

	
 


	
2.

	
Tomen Devices
 Corporation


	
 

	
 


	
3.

	
Jing Wing
 Technology Co. Ltd.


	
 

	
 


	
4.

	
Gaipu Electronics
 Co. Ltd.


	
 

	
 


	
5.

	
Kreton Corp.


	
 

	
 


	
6.

	
Power Memory
 International Co. Ltd.


	
 

	
 


	
7.

	
ACL Technology Pte
 Ltd.


	
 

	
 


	
8.

	
Athena Technology
 (Taiwan) Ltd.


	
 

	
 


	
9.

	
Favorities Place
 Inc. DBA Streamline


	
 

	
 


	
10.

	
Minpo Corporation


	
 

	
 


	
11.

	
Optimum Care
 International Co. Ltd.


	
 

	
 


	
12.

	
Plusmos
 Technologies Inc.


	
 

	
 


	
13.

	
Smart Semicon
 Taiwan


	
 

	
 


	
14.

	
Excelpoint Systems
 (PTE) Ltd.


	
 

	
 


	
15.

	
B & Data Technology Co. Ltd.


	
 

	
 


	
16.

	
Marubun Semicon
 Corporation Hong Kong Branch


	
 

	
 


	
17.

	
Tradezone (HK)
 Ltd.


	
 

	
 


	
18.

	
OM Associates Pte
 Ltd.


	
 

	
 


	
19.

	
Lok Yiu Industries
 Ltd. T/A Silink Trading Co.


	
 

	
 


	
20.

	
3-Con Electronics
 Ltd.


	
 

	
 


	
21.

	
Chipking
 Electronic Co. Ltd.


	
 

	
 


	
22.

	
SAMT Hong Komh
 Company Ltd.