Exhibit 10.15  


	
 

	
 


	
CONFIDENTIAL


	
  

 
	
Our
 Ref

	
:  WBG/06/4355


	
Date 

	
:  1 November 2006


	
 


	
Atlantic Components Limited


	
B24-B27, 1/F., Block B,


	
Proficient Industrial Centre,


	
6 Wang Kwun Road,


	
Kowloon Bay, Kowloon.





Attention: Mr. Yang Chung Lun, Director


Dear Sirs,


	
 

	
 


	
Re:

	
Facility Letter





We, CITIC Ka Wah Bank Limited (the “Bank”), are pleased to offer you
(the “Borrower”) the general banking facilities (the “Facilities”) on the following terms and
conditions.


	
 

	
 

	
 

	
 


	
1.

	
Facilities


	
 

	
 

	
 

	
 


	
1.1

	
The Facilities are available by way of the following:


	
 

	
 

	
 

	
 


	
 

	
Extent of Facilities


	
 

	
 


	
 

	
Item 1

	
Invoice Financing – Import Facility (“INFI”) up to the
 extent of HKD13,000,000.00.


	
 

	
 

	
 


	
 

	
 

	
Remarks:


	
 

	
 

	
 


	
 

	
 

	
i.

	
Maximum tenor is up to 45 days from the date of
 drawdown.


	
 

	
 

	
 

	
 


	
 

	
 

	
ii.

	
Approved list of suppliers and each of the individual
 limits are subject to the Bank’s
 prior approval on case by case basis.


	
 

	
 

	
 

	
 


	
 

	
Item 2

	
Overdraft
 Facility up to the extent of HKD1,000,000.00.

 (Sub-limit of item 1)


	
 

	
 

	
 


	
 

	
Item 3

	
Bridging Loan Facility of HKD6,000,000.00.

 Final Maturity Date: 30 days from the
 date of drawdown.

 (Sub-limit of Item 1)


	
 

	
 

	
 


	
 

	
 

	
Remark:


	
 

	
 

	
 


	
 

	
 

	
Full proceeds of this Loan should be used to settle
 the bills outstanding with Dah Sing Bank, Limited. The
 actual amount of this Loan may be adjusted at the Bank’s discretion up to the
 bills outstanding on the date of loan drawdown or HKD6,000,000.00, whichever is lower.


	
 

	
 

	
 


	
1.2

	
The Facilities will be subject to periodic review, as the Bank deems fit at its sole
 and absolute discretion. The Facilities shall
 expire and be repayable forthwith as and when the Bank has given the Borrower notice of termination.
 Nevertheless, the Bank reserves the right at
 its sole and absolute discretion to increase, reduce, cancel and/or demand
 repayment of the Facilities or any part or parts thereof at any time to be
 effective forthwith by notice
 to the Borrower.





1


	
 

	
 


	
CITIC KA WAH BANK LIMITED

	
232 Des Voeus Road Central, Hong Kong Cable: ‘KWABANK’ Telex: 74636 KWBNK
 HX SWIFT:‘KWHKHKHH’


	
 

	
Fax: (852) 3603 4000 Tel: (852) 3603 6633












	
 

	
 


	
CONFIDENTIAL


	
  

 
	
Our
 Ref

	
:  WBG/06/4355


	
Borrower

	
:  Atlantic
 Components Limited








	
 

	
 

	
 


	
2. 

	
Interest


	
 

	
 


	
2.1

	
Interest will be charged on the Facilities, subject to
 fluctuation, at the following respective rates
 (the “Contract Rate”):


	
 

	
 

	
 


	
 

	
Contract Rate


	
 

	
 

	
 


	
 

	
For

 Item 1

	
The Best Lending Rate as quoted by the Bank from time
 to time (“Prime Rate”)
 minus 0.5% per annum;


	
 

	
 

	
 


	
 

	
 

	
or


	
 

	
 

	
 


	
 

	
 

	
3%
 over and above 1-month Hong Kong Inter Bank Offered Rate (“HIBOR”) per annum as quoted by the
 Bank on the first day of each
 interest period, subject to market availability, whichever is
 higher.


	
 

	
 

	
 


	
 

	
For

 Item 2

	
Prime Rate per annum;


	
 

	
or


	
 

	
 

	
 


	
 

	
 

	
3.5% over
 and above 1-month HIBOR per annum as quoted by the Bank from time to time, whichever is higher.


	
 

	
 

	
 


	
 

	
 

	
Accrued interest shall be payable monthly and bear
 interest thereon as principal advance.


	
 

	
 

	
 


	
 

	
For

 Item 3

	
Prime Rate minus 0.5% per annum;


	
 

	
or


	
 

	
 

	
 


	
 

	
 

	
3% over and above 1-month HIBOR per annum as quoted by
 the Bank on the first day of
 each interest period, whichever is higher.


	
 

	
 


	
2.2

	
Interest will accrue from day to day and be calculated on the basis of the actual
 number of days elapsed and a 365-day year for
 Hong Kong Dollar or 360-day year for United States Dollar or according to the market practice for
 calculation of other currencies.


	
 

	
 


	
3.

	
Charges and Commissions


	
 

	
 


	
3.1

	
Charges
 and commissions will be levied and payable as set out in the following table.
 Once paid, such charges and commissions
 shall not be refundable under any circumstances.








	
 

	
 

	
 


	
 

	
Charges and
 Commissions


	
 

	
 


	
 

	
For Item 1

	
Handling fee for INFI charged at 1/8% flat shall be
 paid per each transaction. HKD Bills
 Commission is waived.


	
 

	
 

	
 


	
 

	
For All

 Items

	
Arrangement Fee of HKD10,000.00 shall be payable by the
 Borrower to the Bank upon acceptance of this
 Facility Letter.


	
 

	
 

	
 


	
3.2

	
Notwithstanding anything herein contained, the
 Bank reserves the right to vary the amount of the charges and commissions set out in the aforesaid table from time to
time
 at the Bank’s absolute discretion by giving prior written notice.


	
 

	
 


	
3.3

	
If applicable, the Borrower is also required to pay
 those charges set out in the Banking Charges
 Schedule published by the Bank from time to time.





2


	
 

	
 


	
CITIC KA WAH BANK LIMITED

	
232 Des Voeus Road Central, Hong Kong Cable: ‘KWABANK’ Telex: 74636 KWBNK
 HX SWIFT:‘KWHKHKHH’


	
 

	
Fax: (852) 3603 4000 Tel: (852) 3603 6633












	
 

	
 


	
CONFIDENTIAL


	
  

 
	
Our
 Ref

	
:  WBG/06/4355


	
Borrower

	
:  Atlantic
 Components Limited








	
 

	
 

	
 


	
4.

	
Repayment


	
 

	
 

	
 


	
4.1

	
Without prejudice to Clause 1.2, the Facilities
 together with accrued interest shall be repaid
 according to the following Repayment Schedule:


	
 

	
 

	
 


	
 

	
Repayment Schedule


	
 

	
 


	
 

	
For
 Item 1

	
Each advance together with accrued interest shall be
 repaid on or before the date specified
 in the relevant application.


	
 

	
 

	
 


	
 

	
For
 Item 2

	
The total outstanding amount shall be repaid in a lump
 sum upon demand.


	
 

	
 

	
 


	
 

	
For
 Item 3

	
The Bridging Loan principal together with accrued
 interest shall be repaid in one lump sum on the Final Maturity Date.


	
 

	
 

	
 


	
5.

	
Default Interest


	
 

	
 


	
5.1

	
The Bank reserves the right to collect default
 interest on any sum (whether principal or interest) overdue and not paid under any of the Facilities at
 the following rates:


	
 

	
 

	
 


	
 

	
Default
 Interest Rate


	
 

	
 


	
 

	
For Item 1

	
4% per annum over and above the Contract Rate.


	
 

	
 

	
 


	
 

	
For Item 2

	
8.5% per annum over and above the Prime Rate.


	
 

	
 

	
 


	
 

	
For Item 3

	
2% per annum over and above the Contract Rate.


	
 

	
 

	
 


	
5.2

	
Default interest shall be calculated on basis of the
 actual number of days elapsed and a 365-day year for Hong Kong Dollar or
 360-day year for United States Dollar or according to the market practice for calculation of other
 currencies.


	
 

	
 

	
 


	
6.

	
Security


	
 

	
 

	
 


	
6.1

	
The Facilities are granted against the following
 securities (the “Securities”):








	
 

	
 

	
 


	
 

	
Securities


	
 

	
 


	
 

	
i.

	
First Legal Charge over the following property (the
 “Property”) to secure all monies general
 banking facilities granted or to be granted to the Borrower. Title(s) of the Property shall be approved by the
 Bank’s appointed solicitors at the Borrower’s own cost.


	
 

	
 

	
 


	
 

	
 

	
Property:


	
 

	
 

	
 


	
 

	
 

	
Workshop B10. 1/F., Block
 B, Proficient Industrial Centre, 6 Wang Kwun Road, Kowloon Bay, Kowloon. (Security Provider 1: Solution Semiconductor (China)
Limited)


	
 

	
 

	
 


	
 

	
ii.

	
Fixed charge of the following deposit(s) (the
 “Deposit(s)”) placed with the Bank. 


	
 

	
 

	
 


	
 

	
 

	
Deposit(s):


	
 

	
 

	
 


	
 

	
 

	
Charge on Cash Deposit(s) for an amount of not less
 than USD700,000,00 or equivalent
 value in other approved currencies at lending ratio as determined by the Bank.

 (Security Provider 2: Yang Chung Lun)





3


	
 

	
 


	
CITIC KA WAH BANK LIMITED

	
232 Des Voeus Road Central, Hong Kong Cable: ‘KWABANK’ Telex: 74636 KWBNK
 HX SWIFT:‘KWHKHKHH’


	
 

	
Fax: (852) 3603 4000 Tel: (852) 3603 6633












	
 

	
 


	
CONFIDENTIAL


	
  

 
	
Our
 Ref

	
:  WBG/06/4355


	
Borrower

	
:  Atlantic
 Components Limited








	
 

	
 

	
 


	
 

	
iii.

	
A Personal
 Guarantee from Yang Chung Lun (the
 “Personal Guarantor”) for repayment of
 principal amount up to the extent of all
 monies and accrued interest and default interest thereon and all other
 costs and expenses.


	
 

	
 

	
 


	
6.2

	
The Bank reserves the right to request for any
 additional securities as the Bank may deem fit at its sole and absolute discretion from time to
 time.


	
 

	
 


	
6.3

	
Nothing
 in this Facility Letter shall release, terminate or invalidate any security
 given or security document signed before
 the date of this Facility Letter. If there is any such security or security document the same shall
 continue to secure the Facilities granted or to be granted under this Facility Letter.


	
 

	
 


	
7. 

	
Conditions Precedent


	
 

	
 


	
7.1

	
The
 Facilities will be available for drawing when the Bank has received the
 following documents in form and substance
 satisfactory to the Bank:


	
 

	
 


	
 

	
Documents


	
 

	
 


	
 

	
i.

	
The
 duplicate copy of this Facility Letter duly signed by the Borrower indicating
 its acceptance of the Facilities on terms and conditions set out herein and
 duly signed by the Personal Guarantor and Security Providers.


	
 

	
 

	
 


	
 

	
ii.

	
Borrower’s
 Board Resolutions and Shareholders’ Resolution certified by any director(s)
 of the Borrower.


	
 

	
 

	
 


	
 

	
iii.

	
General
 Commercial Agreement duly signed by the Borrower.


	
 

	
 

	
 


	
 

	
iv.

	
Notice
 of Drawing duly signed by the Borrower.


	
 

	
 

	
 


	
 

	
v.

	
Guarantee
 and Indemnity duly signed by the Personal Guarantor.


	
 

	
 

	
 


	
 

	
vi.

	
Guarantor/
 Security Provider (Individual) Acknowledgement duly signed by the Personal
 Guarantor and Security Provider 2.


	
 

	
 

	
 


	
 

	
vii.

	
Charge
 on Cash Deposit(s) duly executed by the Security Provider 2 in favour of the
 Bank.


	
 

	
 

	
 


	
 

	
viii.

	
Negative
 Disclosure Notice of Deposit Protection Scheme duly signed by the Security
 Provider 2.


	
 

	
 

	
 


	
 

	
ix.

	
Legal
 Charge on the Property created in favour of the Bank duly executed by all
 relevant parties together with Board Resolutions and Shareholders’ Resolutions
 (if applicable).


	
 

	
 

	
 


	
 

	
x.

	
Certified
 true copies of identity documents of all authorized signers of the Borrower,
 Personal Guarantor and Security Providers.


	
 

	
 

	
 


	
 

	
xi.

	
Certified
 true copy of Memorandum and Articles of Association of the Borrower.


	
 

	
 

	
 


	
 

	
xii.

	
Certified
 true copy of Business Registration Certificate of the Borrower.


	
 

	
 

	
 


	
 

	
xiii.

	
Certified
 true copy of Certificate of Incorporation of the Borrower.


	
 

	
 

	
 


	
 

	
xiv.

	
Any
 other documents as may reasonably be requested by the Bank from time to time.


	
 

	
 

	
 





4


	
 

	
 


	
CITIC KA WAH BANK LIMITED

	
232 Des Voeus Road Central, Hong Kong Cable: ‘KWABANK’ Telex: 74636 KWBNK
 HX SWIFT:‘KWHKHKHH’


	
 

	
Fax: (852) 3603 4000 Tel: (852) 3603 6633












	
 

	
 


	
CONFIDENTIAL


	
  

 
	
Our
 Ref

	
:  WBG/06/4355


	
Borrower

	
:  Atlantic
 Components Limited








	
 

	
 

	
 


	
8. 

	
Additional Terms


	
 

	
 

	
 


	
8.1

	
In the event the Securities include Equitable Mortgage/Legal Charge
 of any real property (the “Property”), the following provisions shall
 apply:


	
 

	
 

	
 


	
 

	
Additional Terms for
 “Property”


	
 

	
 


	
 

	
i.

	
The Property shall be appraised by the Bank’s appointed valuer. The
 valuation charges and all expenses thereto shall be borne by the Borrower.


	
 

	
 

	
 


	
 

	
ii.

	
The Property shall be insured against fire risks through the Bank’s
 appointed agent for an amount as determined by the Bank and that
 the insurance policy(ies) together with the premium receipt(s) shall be kept by
 the Bank with interest vested in CITIC Ka Wah Bank Limited. The Bank shall
 be entitled (but not obliged) to take out the insurance for the Borrower
 and the insurance premiums and all expenses thereto shall be borne by the Borrower
 and be debited to their accounts without prior reference to the Borrower.


	
 

	
 

	
 


	
 

	
iii.

	
If the Property has been insured against Master/Comprehensive Fire
 Insurance Policy (the “Policy”), the Bank reserves the right to
 reject the Policy at its own discretion. Once the Policy is accepted, the Borrower
 shall have the duty to inform the Bank if the Policy is terminated. Upon the
 Bank’s acceptance of the Policy, the Bank requires an annual charge in a sum of HKD300.00 to be payable upon execution of the
Equitable
 Mortgage/Legal Charge and yearly thereafter.


	
 

	
 

	
 


	
9. 

	
Undertakings


	
 

	
 


	
 

	
The Borrower undertakes to the Bank during the period while any sum is
 due or payable hereunder that, unless the Bank otherwise expressly
 agreed in writing:


	
 

	
 


	
9.1

	
The Borrower’s indebtedness to the Bank shall rank pari-passu with
 all its other present and future borrowings of similar nature.


	
 

	
 

	
 


	
9.2

	
The Borrower shall provide the Bank with its account receivable aging
 report on a semi-annual basis.


	
 

	
 


	
10. 

	
Language


	
 

	
 


	
10.1

	
The Chinese version of
 the Facility Letter, if produced, is for reference only and if there is any
 conflict between the English and Chinese version, the English version shall
 prevail.


	
 

	
 


	
11. 

	
Governing Law


	
 

	
 


	
11.1

	
The Facility Letter shall be
 governed by the laws of Hong Kong SAR. Each party hereby irrevocably submits
 to the non-exclusive jurisdiction of the courts of Hong Kong SAR as regards
 any claim or matter arising hereunder.





5


	
 

	
 


	
CITIC KA WAH BANK LIMITED

	
232 Des Voeus Road Central, Hong Kong Cable: ‘KWABANK’ Telex: 74636 KWBNK
 HX SWIFT:‘KWHKHKHH’


	
 

	
Fax: (852) 3603 4000 Tel: (852) 3603 6633












	
 

	
 


	
CONFIDENTIAL


	
  

 
	
Our
 Ref

	
:  WBG/06/4355


	
Borrower

	
:  Atlantic
 Components Limited





Kindly sign and return to us the duplicate copy of this
Facility Letter to indicate your acceptance of this
credit facility arrangement by 22 November 2006 and if not accepted by that
date, unless extended by us at our sole and
absolute discretion, this offer will be deemed to have lapsed. 


Should you have any queries on the completion of the
required documents, please do feel free to contact our Mr. Billy Wong at 3603 2045. For queries on banking
arrangements, please contact our Mr. Thomas Lam at
3603 6196 at anytime.


	
 

	
 

	
 

	
 


	
Yours faithfully,

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
For and on
 behalf of

	
 

	
For and on
 behalf of 

	
 


	
CITIC Ka Wah
 Bank Limited

	
 

	
CITIC Ka Wah
 Bank Limited

	
 


	
 

	
 

	
 

	
 


	


	
 

	


	
 


	


	
 

	


	
 


	
Frankie Lam

	
 

	
Thomas
 Lam

	
 


	
Assistant
 Vice President

	
 

	
Vice
 President and Team Head 

	
 


	
Credit
 Administration

	
 

	
Commercial
 Banking

	
 


	
 

	
 

	
 

	
 


	
FL/bw/sc

	
 

	
 

	
 





6


	
 

	
 


	
CITIC KA WAH BANK LIMITED

	
232 Des Voeus Road Central, Hong Kong Cable: ‘KWABANK’ Telex: 74636 KWBNK
 HX SWIFT:‘KWHKHKHH’


	
 

	
Fax: (852) 3603 4000 Tel: (852) 3603 6633