Banking Facility Letter dated February 2, 2010



 EXHIBIT 4.46 

 

 

  

					
	Date:	  	2nd February 2010	  	
			
	Our Ref:	  	OCC/LCC/TEAM 1/CAM	  	

 CONFIDENTIAL 

Global Household Products Limited 
 12/F Kin Tech
Industrial Bldg, 
 26 Wong Chuk Hang Rd, 

Aberdeen, Hong Kong. 
 Attn: Mr. John
Sham 
 Dear Sirs, 

BANKING FACILITIES 

Standard Chartered Bank (Hong Kong) Limited



 (the “Bank”) is pleased to offer certain banking facilities including, amongst other facilities, those terms set out in this facility letter (the “Facilities”) to the Customer(s) below for the
purpose(s) of general working capital and 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(S): 

 Global
Household Products 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.      Corporate Visa Cards

 
	  	(HKD580,000.-)	 	
•       The Customer

	 	 	 
	
3.      Trade Finance

(Please refer to Appendix 1 for product details.)
  
	  	HKD400,000.-	 	 -

	 	 	 
	
(a) Trade Finance Group All
  
	  	 	 	
•       The Customer (HKD400,000.-)



Standard Chartered Bank (Hong Kong) Limited



 
 Origination & Client Coverage 

Credit Risk Control 
 11th Floor Standard
Chartered Tower 
 388 Kwun Tong Road Kwun Tong Hong Kong 

 

 









			
	Global Household Products Limited	  	 Page
 2






  

					
	 	 	 
	
(b) Trade Finance Group 1
  
	  	 	  	
•       The Customer (HKD400,000.-)

	 	 	 
	 (c)
Trade Finance Group 2
  
	  	 	  	 •       The Customer
(HKD400,000.-)

	 Total Facility Limit:
	  	HKD1,400,000.-  	  	 
	  

Notes:
  

•       The aggregate outstanding of Facilities 1 and 2 shall not at any
time exceed HKD1,000,000.-.
  

•       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.

 


  
  

	 	(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)
  

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

 
	  	
•       The Customer

	 	 
	
2.      Currency and Interest Rate Risk Management

 
	  	
•       The Customer



 

	C.	PRICING AND CONDITIONS: 

  

							
	 1.      Current Account
Overdraft
	  	
Interest:
 2% per annum over the higher of
Prime or HIBOR, payable monthly in arrears.
  

	 	 
	
2.      Corporate Visa Cards
	  	 Interest:

The Bank’s prevailing Visa Card rate.
  

	 	 
	 	  	 Subject to the terms and
conditions stipulated in the related Corporate Card Agreement executed by the relevant Customer(s).
  

	 	 
	
3.      Trade Finance
	  	 Interest:

HKD/foreign currency import/export facilities: 0.75% per annum over the Bank’s standard bills finance rate.

 

	 			 
	 	  	 Commission:
 Standard
rates unless otherwise stipulated.
  
	  		  	 
	 			 
	 	  	Letter of Credit Opening Commission:	  		  	 
	 	  	 First USD50,000.-
 Balance

  
	  	 1/4%
 1/16%
	  	 
	 			 
	 	  	Maximum tenor/advance percentage for:	  		  	 
	 	  	 Import facilities: Combined usance period of any transaction is
not to exceed 90 days.
  

	 	  	 Export facilities: Not to
exceed 90 days.
  



 

 









			
	Global Household Products Limited	  	 Page
 3






  

							
	 	 
	
4.      Foreign Exchange Contract(s) (Spot and Forward)
	  	 For transactions in the ordinary
course of business of the Customer.
  
 Tenor:
    Up to 2 days for Spot.

                Up to 24 months for Forward.

 

	 	 
	
5.      Currency and Interest Rate Risk Management
	  	 For transactions in the ordinary
course of business of the Customer.
  
 Tenor:
    Up to 24 months.
  


 Special
Condition: If required by the Bank in its sole and absolute discretion, the Customer undertakes to provide additional security acceptable to the Bank within the time limit imposed by the Bank at the relevant time. Without prejudice to any other
provision of this Letter, the Customer agrees that failure to strictly comply with this undertaking gives the Bank (or any member of the Standard Chartered Group that is providing such Treasury Facilities) a right to terminate all or any part of the
Treasury Facilities. 
  

			
	 Handling Fee of Facilities:
	  	 HKD30,000.-
on group basis, 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.	A corporate guarantee executed by Global-Tech Advanced Innovations Inc. (formerly known as Global-Tech Appliances Inc.) for an unlimited amount.


  

	3.	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. 

  

	4.	(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. 


 

	5.	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.	promptly submit to the Bank: 

  

	 	•	 	 certified copies of the annual audited financial statements of the Customer and the Global-Tech Advanced Innovations Inc. within 9 months after their
respective financial year end; 



 

 









			
	Global Household Products Limited	  	 Page
 4






  

	 	•	 	 a certified copy of the quarterly management accounts of Global-Tech Advanced Innovations Inc. within 120 days after the end of the relevant accounting
period; and 


  

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



 

	2.	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 F of this letter). 


  

	F.	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 any factoring facility(ies). 


 

	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 forms an integral part of this letter and the 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.	Please 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 Person 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 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). 
  

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


 

 









			
	Global Household Products Limited	  	 Page
 5






 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.
  

	
Banking arrangements
  
	  	 Mr. Kelvin Fong, Relationship Manager, Local Corporates,
Origination & Client Coverage, Wholesale Banking
  
	  	2821-1323
 


 Yours faithfully, 

For and on behalf of 
 STANDARD CHARTERED BANK
(HONG KONG) LIMITED



 
  

	
	/s/ Josephine To
	 Josephine To
 Senior Credit
Documentation Manager


 JT/AW 

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 

GLOBAL HOUSEHOLD PRODUCTS LIMITED 
  

	
	/s/ Kwong Ho Sham


 

 









			
	Global Household Products Limited	  	 Page
 6






 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 

GLOBAL-TECH ADVANCED INNOVATIONS INC. 
  

	
	/s/ John C.K. Sham


 

 









			
	Global Household Products Limited	  	 Page
 7






 Appendix 1 

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

	
	 •       Purchase of documents against acceptance bills with ECA/approved
insurance cover on a with recourse basis

			
	 •       Issuance of import letters of credit
	  	- sight and usance	  	
		  	- with title documents	  	
			
	 Trade Finance Group 2
  
	  		  	
	 •       Purchase of documents against acceptance bills without ECA/approved
insurance cover on a with recourse basis

	
	 •       Purchase of documents against payment bills without title documents
on parties acceptable to the Bank on a with recourse basis

			
	 •       Issuance of import letters of credit
	  	- sight and usance	  	
		  	- without title documents