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EXHIBIT 4.1(a)
[THE SANWA BANK LIMITED LETTERHEAD]
PRIVATE & CONFIDENTIAL
Our Ref.: 726/00-GF-610a
27th December, 2000
Jetcrown Industrial Limited
516-517 Hong ▇▇▇▇▇ Ind. Complex,
▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇
Attn: Mr. ▇▇▇▇▇▇▇ ▇▇▇
Dear Sirs,
Re: Uncommitted Banking Facilities
We refer to the facility letter dated 27th October, 2000 (the "Facility Letter")
whereby we agreed to make available to you various uncommitted banking
facilities upon and subject to the terms and conditions set out therein.
We write to confirm that certain terms of the Facility Letter shall be amended
as follows:
(1) Clause 1 of the Facility Letter shall be amended as follows:
"1. Facilities and Amount
(a) A joint line facility of up to Hong Kong Dollars Twenty Two
Million (HK$22,000,000) consisting of the following facilities:
(i) uncommitted short-term multi-currency revolving loan
facility;
(ii) overdraft facility; and
(iii) import facility (including letter of credit opening,
acceptance and bills receivable provided that the
maximum tenor of each letter of credit shall not exceed
six (6) months and the maximum tenor of any item under
acceptance and bills receivable together shall not
exceed 90 days).
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THE SANWA BANK LIMITED
Provided always that the aggregate principal amounts outstanding
under the loan facility and overdraft facility shall not at any
one time exceed Hong Kong Dollars Seven Million Eight Hundred
Thousand (HK$7,800,000).
(b) Shipping guarantee facility (under our letter of credit) of up
to Hong Kong Dollars Eight Million (HK$8,000,000).
(c) Bills negotiation facility (under letter of credit) of up to
Hong Kong Dollars Thirty Million (HK$30,000,000).
(d) Forward foreign exchange facility of up to Hong Kong Dollars
Sixteen Million (HK$16,000,000) provided that the entering into
of each contract under this facility shall be subject to our
sole discretion and upon such terms and conditions as we may
determine.
The above facilities (the "Facilities") offered hereunder by us are
uncommitted and we reserve the right to terminate the Facilities or any
part thereof at any time at our sole discretion."
(2) The following sub-clause (c) is added at the end of clause 10 of the
Facility Letter:
"(c) Assignment
You shall not assign any of your rights, benefits or obligations
hereunder or in relation to the Facilities. We reserve the right to
assign any of our rights under this facility letter and any other
documents in relation to any of the Facilities and for this purpose we
may disclose to any prospective successor or assignee such information
about you, the Facilities, this facility letter, such other documents
and the transactions and dealings between you and us in connection
therewith as we may consider appropriate."
Save as amended herein, all other terms and conditions of the Facility Letter
shall remain unchanged and in full force and effect.
The above amendment shall become effective upon our receipt of the duplicate of
this letter duly signed by you and countersigned by Deswell Industries, Inc. as
the guarantor together with the duly signed Overdraft Agreement and certified
copies of the guarantor's and your relevant Board resolutions.
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THE SANWA BANK LIMITED
Yours faithfully,
For and on behalf of
The Sanwa Bank, Limited
Hong Kong Branch
/s/ ▇. ▇▇▇▇▇▇▇▇▇
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▇. ▇▇▇▇▇▇▇▇▇
Joint General Manager
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To: The Sanwa Bank, Limited
Hong Kong Branch
We hereby accept the above amendment to the Facility Letter and agree to be
bound thereby.
For and on behalf of
Jetcrown Industrial Limited
/s/ ▇▇▇ ▇▇▇ HON
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Name : ▇▇▇ ▇▇▇ HON
Title: DIRECTOR
Date: JAN 3, 2001
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THE SANWA BANK LIMITED
We hereby acknowledge and agree to the above amendment to the Facility Letter
and confirm that the Continuing Guarantee dated 12th November, 1994 given by us
remains in full force, valid and effect.
For and on behalf
Deswell Industries, Inc.
/s/ ▇▇▇ ▇▇▇ HON
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Name : ▇▇▇ ▇▇▇ HON
Title: DIRECTOR
Date: JAN 3, 2001
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