China Security & Surveillance Technology, Inc.: Exhibit 10.2 - Filed
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Exhibit 10.2

Conformed version 

LETTER OF UNDERTAKING 

	To: 	CHINA DEVELOPMENT BANK
      CORPORATION 
	  	HONG KONG BRANCH 
	  	  
	  	Suite 3307-15, 33/F., 
	  	One International Finance Centre, 
	  	No. 1 Harbour View Street, Central, Hong
      Kong 
	  	  
	  	(as Facility Agent of the Finance
      Parties referred to in the Loan Agreement) 


1 March 2011 

Dear Sirs, 

Re: USD 200 million Term Loan Facility for China Security
& Surveillance Technology, Inc. (the “Borrower”) 

	1. 	
      We refer to a term loan facility agreement dated 1 March
      2011 (the “Loan Agreement”) executed between the Borrower as
      borrower and China Development Bank Corporation Hong Kong Branch as
      original lender, arranger and facility agent (the “Facility
      Agent”). Save as otherwise provided herein, terms and expressions
      defined in or construed for the purposes of the Loan Agreement shall have
      the same meanings when used herein.

	 	 
	2. 	
      The Borrower and Mr. Tu Guo Shen (涂国身) (“Mr.
      Tu”) represent and confirm that they have used their best endeavors to
      obtain and effect each of the authorisations, approvals, registrations and
      filings set out in the Schedule (the “Relevant Approvals”) in
      accordance with the applicable laws or regulations in the PRC and
      acknowledge that as of the date of this Letter of Undertaking the Relevant
      Approvals have yet to be obtained and effected by the Borrower and/or Mr.
      Tu.

	 	 
	3. 	
      Without prejudice to any of their obligations and
      liabilities under the Finance Documents, the Borrower and Mr. Tu jointly
      and severally undertake, upon the Shenzhen office or any other relevant
      office of the State Administration of Foreign Exchange of the PRC
      commencing the general acceptance of applications for authorisations,
      approvals, registrations and filings of a nature similar to that of any of
      the Relevant Approvals (the “Commencement of Acceptance”), to
      forthwith obtain and effect such Relevant Approvals in accordance with the
      applicable laws and regulations in the PRC as soon as reasonably
      practicable but in any event within one hundred and eighty (180) days
      after the Commencement of Acceptance.

	 	 
	4. 	
      Upon demand by the Facility Agent, the Borrower and Mr.
      Tu shall jointly and severally indemnify each Finance Party against any
      cost, loss or liability incurred by each Finance Party as a result of the
      failure to obtain and effect the Relevant Approvals in accordance with the
      applicable laws and regulations in the PRC before or after the
      Commencement of Acceptance.












	
5. 		
Each Finance Party hereby reserves all rights, remedies and recourse in respect of the obligations and liabilities of the Obligors under the Finance Documents.

	
	 	 
	
6. 		
This Letter of Undertaking shall be designated a “Finance Document” for the purpose of the definition of “Finance Document” in the Loan Agreement.

	
	 	 
	
7. 		
This Letter of Undertaking may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and shall be effective and binding on each party as and when executed by such
party. This Letter of Undertaking shall take effect as a deed notwithstanding that the Facility Agent executes it under hand.

	
	 	 
	
8. 		
This Letter of Undertaking shall be governed by, and construed in accordance with, Hong Kong law. Clause 33 of the Loan Agreement shall apply mutatis mutandis to this Letter of Undertaking.

	














	
Executed as a deed
		
 
	
	
SIGNED, SEALED and DELIVERED
		
)
	
	
by TU GUO SHEN (holder of PRC
		
)
	
	
passport No.G28948045)
		
)
	
	
 
		
)
	
	
in the presence of:
		
)
	
	
 
		
 
	
	
 
		
 
	
	
.............................................
		
 
	
	
Name of Witness:
		
 
	
	
Occupation:
		
 
	
	
Address:
		
 
	



 



[Execution pages for the Letter of Undertaking] 







	The Common Seal of 	) 
	CHINA SECURITY & 	) 
	SURVEILLANCE 	) 
	TECHNOLOGY, INC. 	) 
	is hereto affixed and attested by 	) 
	TU GUO SHEN 	) 
	  	) 
	in the presence of: 	) 
	  	  
	  	  
	............................................. 	  
	Name of Witness: 	  
	Occupation: 	  
	Address: 	  


 

[Execution pages for the Letter of Undertaking] 









Signed for and on behalf of: 


CHINA DEVELOPMENT BANK CORPORATION HONG KONG BRANCH 


.../s/ CHINA DEVELOPMENT BANK CORPORATION HONG KONG BRANCH...


Name: 

Title: 


 



[Execution pages for the Letter of Undertaking] 











SCHEDULE 


Relevant Approvals 


Approval, registration and/or filing procedures with the Shenzhen office or any other relevant office of the State Administration of Foreign Exchange in respect of: 

	
(1) 		
the incorporation, the previous changes to the registered capital, share assignment, equity swap, merger, split up, long term equity or debt investment, offshore guarantee or other material changes to the equity of Whitehorse
Technology Limited, if applicable;

	
	 	 
	
(2) 		
the incorporation, the previous changes to the registered capital, share assignment, equity swap, merger, split up, long term equity or debt investment, offshore guarantee or other material changes to the equity of the Borrower,
if applicable; and

	
	 	 
	
(3) 		
the incorporation, the previous changes to the registered capital, share assignment, equity swap, merger, split up, long term equity or debt investment, offshore guarantee or other material changes to the equity of the China
Safetech Holdings Limited, if applicable.