Credit Facility Agreement dated September 24, 2003



 EXHIBIT 4.28 
  
 Date: 24th September 2003 
  
 Our ref: C&I/LC/TEAM1/CEB 
  
 CONFIDENTIAL 
  
 Pentalpha Hong
Kong Ltd. 
 21/F., Citicorp Centre, 18 Whitfield Road, 
 Causeway
Bay, 
 Hong Kong. 
  
 Attn. : Mr. John Sham / Mr. Samuel Leung 
  
 Dear Sirs, 
  
 BANKING FACILITIES: PENTALPHA HONG KONG
LTD. 
  
 We are pleased to confirm that the Bank is willing to make available
to your company (the (“Company”) the 

  









 
following working capital facilities up to the amounts indicated. 
  

	1.	TRADE FINANCE GROUP ALL (Discrepant Credit Bills Negotiated — with recourse) - HKD70,000,000.- 

  

	2.	TRADE FINANCE GROUP 1 — HKD70,000,000.- 

  

	3.	TRADE FINANCE GROUP 2 — HKD53,000,000.- 

  

	4.	TRADE FINANCE GROUP 3 — HKD43,000,000.- 

  
 The above Trade Finance Groups All, 1, 2 and 3 are complementary and the combined outstandings are not to exceed HKD70,000,000.-. Similarly the combined outstandings of
Groups 2 and 3 are not to exceed HKD53,000,000.-. For product availability, please see the attachment to this letter. 
  
 Prior evidence of insurance is required for all “free on board” and “cost and freight” shipments under import letters of credit. 
  
 Combined usance and loan period of any one transaction under import facilities is not to
exceed 120 days. 
  
 Usance period of export facilities is not to exceed 90 days.

  
 Individual drawee limit is not to exceed HKD10,000,000.- each. 
  
 Acceptance of import loans not under letters of credit is permitted up to HKD43,000,000.-
against the production of commercial invoices from non-group suppliers but remittance of loan proceeds to suppliers must be handled by the Bank. 
  
 Packing credits are allowed with maximum 70% advance on the export letters of credit for up to 90 days or until expiry of the related letters of credit, whichever is
earlier. 
  
 The Company undertakes not to accept any amendments to the master
letters of credit without the prior written consent of the Bank. 
  

	5.	CURRENT ACCOUNT OVERDRAFT - HKD10,000,000.- 

  
 The Corporate Visa Cards mentioned below will be treated as a sub-limit of the Overdraft Facility, so that the combined outstandings are not to exceed HKD10,000,000.-

  

	6.	CORPORATE VISA CARDS - HKD580,000.- 

  
 Interest will be charged at the Bank’s prevailing Visa Card rate. 
  

	7.	TREASURY FACILITIES 

  
 The Bank will be pleased to quote rates for foreign exchange spot transactions and forward transactions (including forward transactions on a non-deliverable basis) in the ordinary course of the Company’s business
up to 180 days. Quotes for same day or next day settlement can normally be provided subject to the currency involved and the time of day. Such quotes will always be at the sole discretion of the Bank. 
  
 In addition to the above working capital facilities, the following financing facility is
available. 
  

	8.	FIXED LOAN FACILITY - HKD1,111,968.- 

  
 Outstanding loan for financing up to 80% of the total purchase amount of plastic injection moulding machinery, die casting machinery and related miscellaneous machinery.
Interest will be payable monthly in arrears at Prime plus 

  









 
1% per annum or at HIBOR plus 1% per annum if the loan outstanding is fully secured by acceptable deposits and/or fixed income securities as detailed in the
documentation section. The loan will be repayable by 7 monthly installments of HKD138,992.- each, commencing 17th October 2003 and a final installment of HKD139,024.-, subject always to the Bank’s right to receive repayment on demand.
Prepayment will be allowed, provided that the Company gives us at least two full business days’ prior notice and the amount prepaid is at least 5% of the initial loan. Any amounts prepaid will reduce the repayment installments in inverse order
of maturity and may not be redrawn. 
  
 INTEREST, COMMISSIONS AND FEES

  
 Unless otherwise specified, interest on all sums advanced will be payable
monthly in arrears at 1% per annum over Prime or HIBOR, whichever is higher. “Prime” means the rate which we announce or apply from time to time as our prime rate for lending Hong Kong Dollars and “HIBOR” means the rate which we
determine to be the Hong Kong Interbank Offered Rate for the relevant period. 
  
 Commissions will be charged at our standard rates unless otherwise stipulated. Export bills will be discounted and import bills will be financed at our standard bills finance rates plus 0.25% per annum. 
  
 Letters of Credit Opening Commission 
  

			
	First USD50,000.-	  	1/4%
	Balance	  	1/16%

  
 A default rate of 8% per annum over
Prime or HIBOR, whichever is higher, will apply to amounts not paid when due or in excess of agreed facility amounts. All past due bills shall bear interest at 4% per annum above the rates charged on your regular bills outstandings. 
  
 You shall pay to the Bank an arrangement fee of HKD15,000.-, payable on the date on which the
Bank’s offer of the above facilities are accepted by you as signified by your counter-signing of this letter. The arrangement fee is non-refundable in any event. A handling fee in an amount to be mutually agreed will be payable on each
anniversary of the date of this letter if the facilities are continuing. The fees will be debited to your current account. 
  
 Whether or not the documentation for the above facilities is executed or the facilities are made available to you as contemplated following your acceptance of this
letter, you shall forthwith on demand reimburse the Bank all out of pocket expenses (including but not limited to legal fees and disbursements) incurred by the Bank in connection with the facilities including, without limitation, the negotiation,
preparation, execution and/or enforcement of this letter and the documentation referred to below. 
  
 AVAILABILITY AND REPAYMENT 
  
 The above
facilities are subject to periodic review by the Bank at its discretion, and it is expressly agreed that they will at all times be available at the sole discretion of the Bank. Notwithstanding any other provisions contained in this letter or in any
other document, the Bank will at all times have the right to require immediate payment and/or cash collateralization of all or part of any sums actually or contingently owing to it, and the right to immediately terminate or suspend, in whole or in
part, the facilities and all farther utilization of the facilities. 
  
 ASSIGNMENT 
  
 The Company may not assign or transfer all or any
of its rights, benefits or obligations under this letter (and any documentation or transactions to which this letter relates) without the Bank’s prior written consent. 
  
 The Bank may at any time assign or transfer to any one or more banks or other financial institutions all or any of its rights, benefits or
obligations under this letter (and any documentation or transactions to which this letter relates) or change its lending office. 
  









 DOCUMENTATION 
  
 Before the above facilities may be used, the enclosed copy of this letter must be signed by the Company and returned to us together with a certified copy of appropriate
authorizing board resolutions. 
  
 The following documentation are held/will also
be required: 
  

	•	General Customer Agreement executed by the Company. 

  

	•	All monies charge over deposits held by the Company with the Bank and/or all monies charge over securities by the Company in respect of fixed income securities acceptable to the
Bank to be held to the Bank’s order in the name of Horsford Nominees Ltd. together with all usual documentation required pursuant to the charge in an aggregated amount of not less than the portion of Fixed Loan outstanding should the Company
elect to take the interest option of HIBOR plus 1% per annum subject to the undermentioned Advance Ratio has been observed. 

  

	 	Advance	Ratio 

  

	 	a.	100% for cash deposit in HKD or USD. 

 90% for cash deposit
in other major foreign currency. 
  

	 	b)	80% for fixed income securities bearing credit rating of no less than investment grade sold through the Bank. 


	 	(The	Bank reserves the right to require a higher margin.) 

  

	•	Unlimited corporate guarantee by Global-Tech Appliances Inc. 

  

	•	Letter of undertaking by Global-Tech Appliances Inc. covenanting:- 

  

	 	(i)	not to pledge, mortgage or charge any of its assets in Hong Kong or in China to any party, nor will it issue any guarantee/indemnity, directly or indirectly, in support of any
banking facility, borrowing or financial assistance given or to be given by any bank or financial institution to any party, outside British Virgin Islands, Hong Kong or China without first obtaining the prior written consent of the Bank.


  

	 	(ii)	to assure the security position of the Bank shall rank at least pari-passu with all other bankers of the Group in extending similar facilities. 

  

	 	(iii)	maintain its consolidated audited net worth at not less than HKD200,000,000.- by fiscal year ended 31st March 1998 subsequent fiscal years. 

  

	 	(iv)	not distribute dividend in excess of 50% of its consolidated audited net profit for fiscal year ended 31st March 1997 and subsequent fiscal years. 

  

	•	Signed original copies of annual audited financial statements of the Company and Global-Tech Appliances Inc. within 9 months after their financial year end. A signed original copy
of quarterly management accounts of Global-Tech Appliances Inc. within 75 days after the date of the financial statements. Such other information as the Bank may request from time to time. 

  
 UNDERTAKINGS 
  
 The Company undertakes to the Bank that it will: 
  

	•	Not pledge, mortgage or charge any of its assets in Hong Kong or in China to any party, nor will it issue any guarantee/indemnity, directly or indirectly, in support of any banking
facility, borrowing or financial assistance given or to be given by any bank or financial institution to any party, outside British Virgin Islands, Hong Kong or China without first obtaining the prior written consent of the Bank.


  










	•	Assure the security position of the Bank shall rank at least pari-passu with all other bankers of the Group in extending similar facilities. 

  

	•	Immediately inform the Bank of any change of their directors or beneficial shareholders or amendment of their memoranda or articles of association. 

  
 By acceptance of this letter the Company gives consent to the Bank to disclose details of the
Company’s account relationship with the Bank (including credit balances and any security given for the facilities) to all or any of the following persons (whether in or outside Hong Kong): (i) its Head Office and any of its offices, branches,
related companies or associates, (ii) any actual or proposed participant or sub-participant in, or assignee or novatee of the Bank’s rights in relation to the Company’s accounts, (iii) any agent, contractor or third party service provider
which provides services of any kind to the Bank in connection with the operation of its business, (iv) any financial institution with which the Company has or proposes to have dealings to enable credit checks to be conducted on the Company, and (v)
any person to whom the Bank is under an obligation to make disclosure under the requirements of any law binding on the Bank or any of its branches. 
  
 Please sign the enclosed copy of this letter and return it to the Bank’s Credit Operations at 11th Floor, Standard Chartered Tower, 388 Kwun Tong Road, Kwun Tong,
Kowloon, for the attention of Ms. Peggy Yiu, within one month after the date of this letter. This letter will supersede any previous facility letter which the Bank has issued to the Company. This letter will be governed by Hong Kong SAR law.

  
 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 Ms. Peggy Yiu, whose telephone number is 2282-6611. With regard to queries on banking arrangements, you can contact
our Relationship Manager Mr. Raymond Cheung, whose telephone number is 2821-1863. 
  
 We are pleased to be of service to you and take this opportunity to thank you for your custom. 
  
 Yours faithfully, 
  

	
	For and on behalf of STANDARD CHARTERED BANK
	
	 /s/ Josephine To

	 Josephine To
 Senior Credit Documentation Manager

	
	 JT/PY/kc
 Encl.

	
	 Agreed.
 For and on behalf of PENTALPHA HONG KONG LTD.

	
	 /s/    John C. K. Sham


  









 Pentalpha Hong Kong Ltd. 
  
 Attachment Regarding Trade Finance Products 
  
 This attachment forms an integral part of our banking facility letter dated 24th September 2003. 
  
 You may use any product or aggregate of products in any one group up to the limit shown in
the attached banking facility letter. 
  
 Pentalpha Macau Commercial Offshore
Ltd. 
  
 Trade Finance Group ALL

  

	•	Discrepant Credit Bills Negotiated—with recourse 

  
 Trade Finance Group 1 
  

	•	Purchase of Documents Against Payment Bills of Exchange secured by goods 

  

	•	Purchase of Documents Against Acceptance Bills of Exchange with ECA/approved insurance cover 

  

	•	Back to Back Letters of Credit 

  

	•	Import Letters of Credit - sight and usance secured by goods 

  

	•	Loan Against Import 

  
 Trade Finance Group 2 
  

	•	Purchase of Documents Against Acceptance Bills of Exchange without ECA/approved insurance cover 

  

	•	Purchase of Documents Against Payment Bills of Exchange not secured by goods 

  

	•	Quasi Back to Back Letters of Credit - not secured by goods 

  

	•	Import Letters of Credit - sight and usance - not secured by goods 

  

	•	Shipping Guarantees 

  
 Trade Finance Group 3 
  

	•	Pre-shipment Loan - i.e. Packing Credit 

  

	•	Acceptance of draft under Import Letter of Credit 

  

	•	Release of Documents Against Acceptance or Trust Receipt 

  

	•	Loans Against Trust Receipt 

  

	•	Import Loans