Exhibit 10.5


	
 

	
 


	
Date :

	
17th April 2008 


	
 

	
 


	
Our ref : 

	
OCC/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 FACILITIES


We, Standard Chartered Bank
(Hong Kong) Limited, refer to our letter dated 28th December 2007 setting out
the facilities made available to the Customer(s) below.


CUSTOMER(S):


Atlantic Components Limited


Following our recent
discussions, we are pleased to confirm that the terms of the facilities will be
varied as follows:


	
 

	
 


	
B.

	
FACILITY
 LIMITS:


	
 

	
 


	
 

	
(1)
 General Banking Facilities





The entire section under
this heading will be revised to read as follows:


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
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

	
 

	
HKD24,000,000.-

 (being FIU Limit)

	
 

	
•

	
The Customer


	
 

	
 

	
 

	


	
 

	
 

	
 


	
 


	
Total
 Facility Limit:

	
 

	
HKD49,000,000.- 

	
 

	
 

	
 


	
 

	
 

	
 

	


	
 

	
 

	
 





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 amounts
 outstanding under all Sub-limits shall not at any time exceed the Facility
 Limit to which the Sub-limits relate and the aggregate amounts outstanding
 under all Facilities shall not at any time exceed the Total Facility Limit.








	
 

	
 


	
E.

	
COVENANTS AND
 UNDERTAKINGS:





The following item under this
section will be revised to read as follows:


The Customer undertakes to
the Bank that it will:


	
 

	
 


	
1.

	
procure that the security
 position of its existing lenders will not be improved and all new lenders
 will be on pari-passu or no better security position than the Bank.


	
 

	
 


	
G.

	
OTHER
 TERMS AND CONDITIONS:





The following item under this
section will be revised to read as follows:


	
 

	
 


	
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 and the Code of Practice on Consumer Credit
 Data; 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.


	
 

	
 

	
 


	
 

	
For the purpose of the
 above, a “Relevant Individual” is defined 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).





A handling fee of HKD3,000.-
will be payable upon our receipt of your acceptance of this letter.


The variation(s) set out
above will take effect when we have received:


	
 

	
 


	
•

	
the enclosed copy of this
letter signed by a director on behalf of the Customer(s). 













	
 

	
 


	
Atlantic
 Components Limited

	
Page 3





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 Ms. Donna Chan within one month after the date of this letter,
after which this offer of variation(s) will lapse. When the variations take
effect, this letter will amend the terms of the existing facility letter which
the Bank has issued to the Customer(s), as set out above. In all other
respects, the terms of the existing facility letter will remain in full force
and effect. This letter will be governed by the laws of Hong Kong SAR.


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 our Ms. Donna Chan, whose telephone number is
2282-6313. With regard to banking arrangements, you can contact our
Relationship Manager Mr. Fred Ho, whose telephone number is 2821-1086.


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


	
 

	
 

	
 


	


	
 

	



	


	
 

	



	
Stephen Wong

 Senior Credit Documentation Manager

	
 

	
Sophia Lau

 Manager, Credit Risk Control





SL/SW/DCH

Encl.


Agreed.

For and on behalf of

ATLANTIC COMPONENTS LIMITED


	
 


	



	



	
Director





Each of the undersigned
hereby acknowledge the terms of this facility letter and confirm that their
respective obligations under each guarantee and security document (as
applicable) that they 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

SYSTEMATIC INFORMATION LIMITED


	
 


	



	














	
 

	
 


	
Atlantic Components Limited

	
Page 4





For and on behalf of

SOLUTION SEMICONDUCTOR (CHINA) LIMITED


	
 


	



	









	
 


	



	



	
YANG CHUNG LUN