EXHIBIT 10.2
Standard Chartered
To: Standard Chartered Bank (Hong Kong} Limited
(as agent for itself and SCB each Group Company (as defined below) to
which any Liabilities are owed from time to firm)
1. In consideration of, amongst other things, STANDARD CHARTERED BANK (HONG
KONG) LIMITED (hereinafter called the "Bank", which expression shall include and
extend to its Successors and assigns) granting or continuing banking facilities
or other accommodation for so long as the Bank may think fit to COMTECH
INTERNATIONAL (HONG KONG) LTD. (hereinafter called the "Customer" ) we COMTECH
GROUP, INC.. hereby unconditionally guarantee, undertake and agree on written
demand by the Bank;
(a) to pay and discharge the following (hereinafter called the "Liabilities"):
(i) all moneys now or hereafter advanced to or paid for or on account of
the Customer (whether alone or jointly with any other person) by the Bank
and/or any other company of the Standard Chartered Group being Standard
Chartered Bank (including all its branches) ("SCB"), the parent or any
subsidiary or associated Company of SCB (each a "SCB Group Company"); and
(ii) all other liabilities of the Customer to the Bank and/or any SCB Group
Company whatsoever, whether actual or contingent, present or future and
including, without limitation, liabilities incurred as a guarantor or
surety together with all interest thereon and commission, costs, charges
and expenses chargeable by the Bank and/or any SCB Group Company to the
Customer (including legal fees), from time to time remaining unpaid and
undischarged;
PROVIDED ALWAYS that (subject as mentioned in Clause 12) the amount for
which we shall be liable to the Bank under this sub-clause (and not
including any amounts due under sub-clauses (b) and (c) of this Clause)
shall not exceed UNITED STATES DOLLARS FIVE MILLION ONLY (USD5,000,000.-)
plus interest, commission, cost, charges and expenses as aforesaid;
(b) to pay interest, in the currency in which such sums are denominated, in the
Bank's books on all sums due from us to the Bank under this Guarantee
(hereinafter called the "Guaranteed Sums") or the outstanding balance thereof
from time to time during the period from the date of demand by the Bank as
aforesaid or from the date of discontinuance of this Guarantee by us until the
date when the Guaranteed Sums are discharged in full (after as well as before
judgment) at a rate or rates per annum conclusively certified by the Bank to be
one and one half of one percent (1-1/2%) above the rate or rates at which the
Customer would have been liable to pay interest on the amounts demanded by the
Bank under the facilities or other accommodation extended by the bank and/or any
SCB Group Company to the Customer (and to the extant permitted by law the Bank
shall be entitled to compound such interest monthly);
(c) to pay all costs and expenses (on a full indemnity basis) arising out of or
in connection with the recovery or attempted recovery by the Bank of moneys due
to the Bank under this Guarantee.
2. This Guarantee shall extend to cover.
(a) in the case of the death, bankruptcy or liquidation of the Customer, all
sums which would have been owing to the Bank and/or any SCB Group Company
by the Customer if such death had occurred or such bankruptcy liquidation
had commenced at the time when the Bank received actual notice thereof and
notwithstanding such death, bankruptcy or liquidation;
(b) all moneys obtained from or liabilities incurred to the Bank and/or any SCB
Group Company notwithstanding that the borrowing or the incurring of such
liabilities may have been invalid or in excess of the powers of the
Customer or of any director, attorney, agent or other person purporting to
borrow or act on behalf of the Customer and notwithstanding any other
irregularity in the borrowing or the incurring of such liabilities;
(c) in the event of the discontinuance by any means of this Guarantee, all
cheques, drafts, bills, notes and negotiable instruments drawn by or for
the account of the Customer on the Bank and purporting to be dated on or
before the date when such discontinuance became known to the Bank or (in
the case of notice
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to discontinue given hereunder) took effect although presented to or paid by the
Bank after that date and all liabilities of the Customer to the Bank at such
date whether actual or contingent and whether payable forthwith or at some
future time and also all credits then established by the Bank for the Customer.
3. We shall be deemed to be liable as the sole or principal debtor(s) for the
Liabilities and this Guarantee shall be binding on us notwithstanding that the
Customer is not so bound either because the Customer is an infant or under a
disability or is an unincorporated body which is under no liability to discharge
obligations undertaken or purported to be undertaken on its behalf or for any
other reason whatsoever.
4. If this Guarantee is given in respect of the Liabilities of a firm it shall
apply to all moneys borrowed and Liabilities incurred until receipt by the Bank
of actual notice of dissolution of the firm but if there shall be any other
changes in the constitution of the firm this Guarantee shall continue and, in
addition to securing the debts and Liabilities of the firm as constituted before
the change, shall apply to the debts and Liabilities of the firm as constituted
after such change.
5. The Bank may at all times without prejudice to this Guarantee and without
discharging or in any way affecting our liability hereunder:
(a) determine, vary of increase any credit to the Customer;
(b) grant to the Customer or to any other person any time or indulgence;
(c) renew any bills, notes or other negotiable instruments or securities;
(d) deal with, exchange, release, modify or abstain from perfecting or enforcing
any securities or other guarantees or rights which the Bank may now or hereafter
have from or against the Customer or any other person;
(e) compound with the Customer or with any other person or guarantor.
--------- [REMAINDER OF LINE ILLEGIBLE] ---------- of any security taken or by
any existing or future agreement by the Blank and/or any SCB Group Company as to
the application of any advances made or to be made to the Customer. Our
liability hereunder shall not be discharged or in any way affected by any act or
omission on the part of the Bank under or in relation to this Guarantee or by
any course of dealing between the Bank and us.
7. This Guarantee shall not be considered as satisfied or discharged by any
intermediate payment or satisfaction of the whole or any part of the Liabilities
or by any other matter or thing whatsoever but shall constitute and be
continuing guarantee to the Bank and shall extend to cover the ultimate balance
of the Liabilities and shall be binding upon us until the expiration of one
month after the receipt by to Bank from us of notice in writing to discontinue
it.
8. This Guarantee shall be in addition to and is not to prejudice or be
prejudiced by any other guarantee or other security whether by way of mortgage,
charge, lien or otherwise which the Bank may now or at any time hereafter have
or hold from us, the Customer or any other party for all or any part of the
Liabilities and on discharge by payment or otherwise shall remain the property
of the Bank.
9. In the event of this Guarantee being determined or ceasing from any cause to
be binding as a continuing guarantee on us:
(a) It shall be lawful for the Bank and/or any SCB Group Company to continue to
provide facilities (as hereinbefore mentioned}, to the Customer and to continue
any account with the Customer notwithstanding such event and our liability for
the amount of the Liabilities at the date this Guarantee is determined shall
continue notwithstanding any subsequent payment to or drawing upon or advance by
the Bank and/or any SCB Group Company by or to or for or on behalf of the
Customer; and
(b} The Bank may forthwith without thereby affecting its rights under this
Guarantee open a new or separate account with the Customer and, if the Bank does
not open a new or separate account, the Bank shall nevertheless be treated as if
it had done so at the time (the "relevant time") that the Bank received notice
or became aware that this Guarantee had determined or ceased to be binding as a
continuing guarantee and as from the relevant time all moneys paid by or on
behalf of the Customer shall be credited or be treated as having been credited
to the new or separate account and shall on settlement of any claim in respect
of this Guarantee not operate to reduce the amount due from the Customer at the
relevant time or the interest thereon unless the person or persons paying in
such moneys shall at the time of payment direct the Bank in writing to
appropriate the sum specially to that purpose.
10. The Bank shall be entitled at all times to place and keep in a separate or
suspense account or accounts to our credit or to the credit of such other person
as the Bank may think fit any moneys received under this Guarantee or as a
result of the exercise of any of its rights against the Customer or any other
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surety in respect of the Liabilities for so long and in such manner as the Bank
may determine without any intermediate obligation to apply the same or any part
thereof in or towards the discharge of the Liabilities and the Bank shall be
entitled to prove against us as if any amount standing to the credit of such
account had not been received. We hereby irrevocably waive any right of
appropriation in respect of any sums paid by us.
11. Until all the Liabilities have been fully paid and discharged (and
notwithstanding that we may have discharged the amount of this Guarantee), we
shall not take any step to enforce any right against the Customer or his/their
representatives in respect of this Guarantee or of any moneys paid hereunder or
prove in any bankruptcy, liquidation, administration, winding up or other
proceeding having an effect equivalent thereto of the Customer (each of which
proceedings are hereinafter called a "Liquidation") in respect thereof in
competition with the Bank or claim the benefit of any securities held by the
Bank.
12. We have not taken and, until the Liabilities and Guaranteed Sums have been
discharged and satisfied in full, will not take without the Bank's prior written
consent any security (which for the purposes of this Clause shall include any
promissory note, cheque or ▇▇▇▇ of exchange) from the Customer in connection
with this Guarantee; and in the event of our having taken or taking any security
in contravention of this provision we will hold the same on trust for the Bank
as further security for the Barite and will forthwith deposit the same and all
documents relating thereto with the Bank and we will account to the Bank for all
moneys at any time received by us in respect thereof and in default of our so
doing the maximum amount for which we are to be liable under this Guarantee (as
set out In Clause 1(a) above) shall be increased by the amount by which any
dividend in the bankruptcy or in the Liquidation of the Customer or otherwise
payable by the Customer to the Bank is thereby diminished.
13. Any settlement or discharge between us and the Bank shall be conditional
upon no security (including without limitation, any guarantee) furnished or
payment made to the Bank by the Customer or any other person being avoided or
reduced by virtue of any relevant statutory provisions or enactments relating to
bankruptcy, winding up or liquidation or other proceeding having an equivalent
effect to any of the foregoing for the time being in force in any jurisdiction
and the Bank shall be entitled to retain any security held in respect of our
liability hereunder (hereinafter called the "Guarantee Security") until the
expiration of the period or periods under such provisions or enactments within
which such payment or security could be avoided or reduced and if within any
such period the payment or security is so avoided or reduced the Bank shall be
entitled to retain the Guarantee Security or any part thereof for and during
such further period as the Bank in its entire discretion shall determine.
14 In any proceedings under or for any other purpose of this Guarantee a
certificate signed by any officer or representative of the ▇▇▇▇ certifying the
amount of the Liabilities shall be accepted by us as conclusive evidence
thereof.
15. (a) We will pay and discharge the Liabilities and any interest payable by us
pursuant to Clause l(b)hereof, in whatever currency or currencies the
Liabilities are entered in the books of the Bank and if any part of the
Liabilities is entered in a different currency from any other part or parts of
the Liabilities we shall pay and discharge each part of the Liabilities and any
interest payable by us pursuant to Clause 1(b) hereof, in the currency in which
such part or as the case may be such interest is entered in the books of the
Bank and if any such payment or discharge is subject to any withholding or other
tax, duty, levy, impost or charge imposed or levied by or on behalf of any
government or any political subdivision or taxing authority thereof we shall pay
to the Bank such additional amounts as may be necessary to ensure the receipt by
the Bank of the full amount of the Liabilities and any such interest.
(b) For the purposes of ascertaining at any time and in particular on the
date of any demand hereunder the maximum amount (if any) for which we are to be
liable in accordance with Clause 1(a) hereof if some or all of the Liabilities
are entered in the books of the Bank in a currency or currencies other than the
currency in which such maximum amount is denominated (the "Limit Currency")
those parts of the Liabilities denominated in currencies other than the Limit
Currency will be converted, nationally, into the Limit Currency at the rate at
which the Bank would sell to us, in accordance with its usual practices, the
currency in which such other parts of the Liabilities denominated provided
always and we agree that if some or all of the Liabilities are entered in the
books of the Bank in a currency other than the Limit Currency, and the amount of
the Liabilities exceeds the maximum amount stipulated in Clause 1(a), the Bank
shall be at liberty to elect which parts of the Liabilities shall be and
form part of the Guaranteed Sums.
16. We agree that in addition to and without prejudice to any general or
banker's lien, right to combine or consolidate accounts, right of set-off or any
other rights which the Bank or any SCB Group Company may have under law, the
Bank may at any time and from time to time without prior notice to us set off,
transfer or apply, and we authorize each SCB Group Company to transfer or
release to the
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Bank or the relevant SCB Group Company upon request, all or any of the moneys
from time to time standing to the credit of any account (whether or not in Hong
Kong, and in whatever currency) which we maintain with the Bank or any SCB Group
Company, whether singly or jointly with any other person, and whether or not
matured or subject to notice, in or towards discharging the Liabilities or any
other of our obligations under this Guarantee and to purchase therewith for our
account any other currency required for such purpose.
17. Any notice or demand hereunder shall be in writing and shall be deemed to
have been sufficiently given if sent by prepaid (and, if posted to a place
outside Hong Kong air mail) post to the address of the person to whom such
notices or demand is to be given as appearing herein or to such other address as
such person may from time to time have notified to the Bank and any notice or
demand so sent shall be deemed to have been served on the day following the date
of posting if posted in Hong Kong to an address in Hong Kong and on the eighth
day following posting if posted to or from a place outside Hong Kong and in
proving such service it shall be sufficient to prove that the envelope
containing the notice was properly addressed, stamped and posted.
18. If any one or more of the provisions of this security or any part or parts
thereof shall be declared or adjudged to be illegal, invalid or unenforceable
under any applicable law, such illegality, invalidity or unenforceability shall
not vitiate any other provisions of this security and this security shall be
construed as if such illegal, invalid or unenforceable provisions were not
contained herein.
19. In this Guarantee wherever the context so requires or admits(i) where the
Customer comprises two or more persons all references to the Customer
--------- [REMAINDER OF LINE ILLEGIBLE] ---------- mean and include a company,
society, corporation, firm or an individual and in the case of an individual his
or her executors, administrators, committee, receiver or other person lawfully
acting on behalf of every such person, (iv) the expression "this Guarantee"
shall be construed as including and extending to any separate or independent
stipulation or agreement herein contained, and (v) any reference to any
statutory provision or enactment shall be deemed to include a reference to any
modification or re-enactment thereof for the time being in force. Without
prejudice to the other provisions hereof, if, at any time, any Liabilities owed
to any SCB Group Company are outstanding, then any reference herein to "the
Bank" shall, to the fullest extent required for protecting the interest of such
SCB Group Company, be construed as referring to the Bank and/or such SCB Group
Company in such manner as the Bank may determine from time to time.
20. Where this Guarantee is signed by more than one party our liability
hereunder shall be joint and several and every agreement and undertaking on our
part shall be construed accordingly and all references to us in this Guarantee
shall, where the context requires or admits, be construed as references to all
or any of us and the Bank shall be at liberty to release or discharge any of us
from the liabilities of this Guarantee or to accept any composition from or make
any other arrangements with any of us without releasing or discharging the other
or others of us or otherwise prejudicing or affecting the rights and remedies of
the Bank against the other or others of us and no one of us shall be nor shall
this Guarantee be released or discharged by any take-over, reconstruction,
amalgamation, manger, liquidation or change in the constitution of any of us.
21. This Guarantee shall remain valid and binding for all purposes
notwithstanding any change by amalgamation, consolidation or otherwise which may
be made in the constitution of the company or corporation by which the business
of the Bank and/or any SCB Group Company may from time to time be carried on and
shall be available to the company carrying on that business for the time being.
22. This Guarantee is and will remain the property of the Bank notwithstanding
the payment in full of any claim or claims of the Bank hereunder.
23. This Guarantee shall be governed by and construed in accordance with the
laws of Hong Kong and we hereby submit to the non-exclusive jurisdiction of the
Hong Kong courts.
24. We hereby appoint to person named below (if any) as our agent to accept
service of any legal process in Hong Kong to connection with this Guarantee. We
agree that any writ, summons, order, judgment or other document shall be deemed
duly and sufficiently served on us. If addressed to us or to the said agent and
left at, or sent by post to the respective address of us or the said agent last
known to the Bank. The foregoing shall not limit the rights of the Bank to serve
process on us in any manner permitted by law in any jurisdiction.
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25. We agree that the Chinese translation shall not apply in construing this
Guarantee and that the English version shall govern for all purposes.
Dated 31st day of May 2005
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Name of Process Agent (if any); Comtech International (Hong Kong,) Ltd..
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Address of Process Agent; ▇▇▇▇ ▇▇▇, ▇/▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
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▇ ▇▇▇▇ ▇▇▇▇▇▇ Road,
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▇▇▇▇ ▇▇▇▇▇, New Territories
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Corporate Signatory
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Signed by:
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a Director for and on behalf of (Signature of Director)
COMTECH GROUP, INC.
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(Name of Company)
In the presence of:
Name of Witness: ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
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I/D Card No.
(or equivalent)
of witness;
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Address of Witness:
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Occupation of
Witness: Accountant
------------------------ ------------------------------
(Signature of Witness)
To. Standard Chartered Bank (Hong Kong) Limited (as trustee for itself and
each SCB Group Company (as defined below) to which any moneys and/or
obligations and/or liabilities secured hereby are owed from time to
time)
In consideration of, amongst other things, STANDARD CHARTERED BANK (HONG KONG)
LIMITED (hereinafter called "the Bank", which expression shall include its
successors and assigns) providing or continuing banking facilities or other
accommodation or services to me/us for so long as the Bank may think fit
I/we COMTECH INTERNATIONAL (HONG KONG) LTD. hereby agree as follows:
1. I/we as beneficial owner hereby charge by way of fixed charge and release to
the Bank all my/our present and future rights in respect of the sums of money
described below and all interest from time to time accruing or payable thereon
(collectively "the Deposits"):
(a) the sum(s) deposited by me/us or for my/our benefit in the account{s) or as
evidenced by deposit instrument(s) or other evidence of indebtedness (if any)
specified in the schedule below, including additions to or renewals or
replacements of such sum(s) in any currency; and
(b) all other sums in any currency from time to time standing to my/our credit
or the credit of any other person for my/our benefit, whether alone or jointly
with others, on any deposit account with the Bank or any other company of the
Standard Chartered Group being Standard Chartered Bank (including all its
branches) ("SCB"), the parent or any subsidiary or associated company of SCB
(each a "SCB Group Company"), including additions to or renewals or replacements
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of such sum(s) as a continuing security for the due and punctual payment or
discharge of all moneys, obligations and liabilities, whether actual or
contingent, now or at any time hereafter due, owing or incurred by me/us to the
Bank or to any SOB Group Company anywhere, whether alone or jointly and whether
as principal or as surety, including all principal moneys, interest at such
rates as may from time to time be payable by me/us (or which would have been so
payable but for my/our liquidation, bankruptcy, death or other incapacity, as
may be applicable), fees, commission, discount and other charges and all
expenses including legal costs on a full indemnity basis Incurred in connection
with the enforcement or preservation of the rights of the Bank against me/us or
under this security (save and except that without prejudice to the generality of
the foregoing, the charges, costs, and expenses incurred by the Bank in
recovering any sums owing by me/us to the Bank (including without limitation
legal costs on an indemnity basis, shall be of reasonable amount and were
reasonably incurred). I/We as beneficial owner hereby further assign to the Bank
upon the same terms as the charge contained in this clause all the Deposits held
with any SCB Group Company.
2. (a) If I/we fail to pay or discharge any moneys hereby secured when due, the
Bank may at any time or times thereafter, without prior notice to me/us or any
other restriction, apply, appropriate, transfer or set off and I/we authorise
each SCB Group Company to transfer or release to the Bank or the relevant SOB
Group Company upon request, the whole or any part of the Deposits in or towards
payment or discharge of any or all of such moneys. For that purpose, and at
my/our expense, the Bank may convert the whole or any part of the Deposits into
any other currency and withdraw or otherwise dispose of any of the Deposits not
held with the Bank. The foregoing provisions shall apply notwithstanding that
the Deposits or any part thereof may have been deposited for a fixed period or
may be subject to a period of notice and the fixed period or period of notice
may not have expired or notice may not have been given.
(b) To the fullest extent permitted under law, the circumstances in which the
Bank or any SOB Group Company will exercise their rights of set-off against
me/us include without limitation the following: (a) any of my/our liabilities to
the Bank or any SCB Group Company, whether actual or contingent, now or at any
time hereafter due, owing or incurred by me/us to the Bank or any SCB Group
Company anywhere, whether alone or jointly and whether as principal or as
surety, become overdue, (b) any attachment, execution or similar process is
levied against me/us, (c) a petition in bankruptcy is filed by or against me/us,
(d) a receiver is appointed over all or any substantial part of my/our assets,
or (e) the Bank or any SCB Group Company have reason to believe that I/we am/are
unable to pay my/our debts when due.
3. During the continuance of this security I/we shall not be entitled to
withdraw the whole or any part of the Deposits except with the prior consent of
the Bank. Notwithstanding the foregoing, I/we may give instructions for renewal,
conversion of currency or transfer among any of the Bank and any SCB Group
Company referred to in clause 1, unless and until the Bank directs otherwise.
The Bank may, if and when applicable, give notice of this security to any of the
SCB Group Companies and I/we hereby agree with the Bank as agent for any of the
SCB Group Companies that the provisions contained in this clause and in clause 4
shall apply to all the Deposits held with them.
4. I/We warrant that I/we am/are and shall be and remain the sole legal and
beneficial owner of the Deposits free from all charges, encumbrances and rights
of third parties and that I/we have the full power, authority and legal right to
execute this security in favour of the Bank. I/we acknowledge that it shall be a
condition of all the Deposits that I/we may not charge, assign or otherwise deal
with or grant or suffer to arise any third party rights over the whole or any
part thereof or to purport to do so: If I/we purport or attempt to do so without
the prior consent of the Bank, or any third party asserts a claim In respect of
the whole or any part of the Deposits, the moneys hereby secured will become
immediately due and the Bank shall be immediately entitled to exercise its
rights under clause 2.
5. This security is and shall remain a continuing security notwithstanding, as
may be applicable, my/our death, bankruptcy, liquidation or other incapacity or
any change in my/our constitution (or the retirement or death of any partner or
the introduction of any further partner) or any settlement of account or other
matter whatsoever and is in addition to and shall not be in any way prejudiced
or affected by any other security or rights, or the release thereof, now or
hereafter held by the Bank. This security may be enforced without the Bank first
having recourse to any other security or rights. Nothing herein shall restrict
the operation of any general lien, statutory right of set-off or other rights or
remedies which the Bank may have by law or otherwise.
6.--------- [REMAINDER OF LINE ILLEGIBLE] ----------
7. I/we agree that all personal data relating to me/us collected by the Bank
from time to time may be used and disclosed for such purposes and to such
persons as set out in the Personal Data (Privacy) Ordinance Notification, which
I/we have received.
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I/we further agree that my/our personal data may be disclosed between the Bank
and any SCB Group Company, or to any agent, contractor, third party service
provider or professional adviser of the Bank or any SCB Group Company regardless
of whether the recipient in each case is located (i) in Hong Kong or in another
country; or (ii) in a country that does not offer the same level of data
projection as Hong Kong. (For individuals, sole proprietorships and
partnerships).
8. Each of the rights, powers and remedies given to the Bank under this security
shall be cumulative and in addition to all other rights, powers and remedies
given to the Bank hereunder or by virtue of any other security, statute or rule
of law or equity.
9. Any forbearance or failure or delay by the Bank in exercising any right,
power or remedy shall not be deemed to be a waiver of such right, power or
remedy, and any single or partial exercise of any right, power or remedy shall
not preclude the further exercise thereof and no course of dealing between me/us
nor any waiver in any one or more instances shall be deemed a waiver in any
other instance. Each of the Bank's rights, powers and remedies shall continue in
full force and effect until such rights, powers or remedies are specifically
amended or waived by an instrument in writing executed by the Bank.
10. If any one or more of the provisions of this security or any part or parts
thereof shall be declared or adjudged to be illegal, invalid or unenforceable
under any applicable law, such illegality, invalidity or unenforceability shall
not vitiate any other provisions of this security and this security shall be
construed as if such illegal, invalid or unenforceable provisions were not
contained herein.
11. A certificate by an officer of the Bank as to the moneys, obligations or
liabilities for the time being due, owing or incurred by me/us to the Bank
shall, save for manifest error, be conclusive evidence thereof against me/us for
all purposes.
12. Any notice required to be given by the Bank to me/us shall be deemed to have
been so given if addressed to me/us at my/our address specified above or to such
other address as may be notified to the Bank in writing by me/us or appearing in
the Bank's records as my/our last known address. Any notice delivered personally
shall be deemed to have been given at the time of delivery. Any notice
dispatched by letter postage prepaid shall be deemed to have been given
immediately after posting. Any notice sent by electronic messaging system or
facsimile shall be deemed to have been given at the time of dispatch.
13. Where this security is entered into by or on behalf of more than one party
the agreements. obligations and liabilities on our part contained herein shall
take effect as joint and several agreements, obligations and liabilities and all
referents to "we," "us" or "our" shall take effect as references to the said
parties and each or any of them. Where this security is given by a firm all such
agreements, obligations and liabilities shall be binding in addition to the
signatories on the person or persons from time to time carrying on business in
the name of such firm or under the name in which the business of such firm may
from time to time be continued.
14. References herein to me/us shall include my/our successors. Words importing
a gender shall include every gender and words importing the singular shall
include the plural and vice versa. (Without prejudice to the other provisions
hereof, if, at any time, any moneys and/or obligations and/or liabilities which
are secured hereby are owed to any SCB Group Company, then any reference herein
to "the Bank" shall, to the fullest extent required for protecting the interest
of such SCB Group Company, be construed as referring to the Bank and/or such SCB
Group Company in such manner as the Bank may determine from time to time.)
15. This security shall be governed by and construed in accordance with the laws
of Hong Kong and I/we hereby irrevocably submit to the non-exclusive
jurisdiction of the Hong Kong courts.
16. I/We hereby appoint the person named below (if any) as my/our agent to
accept service of any legal process in Hong Kong in connection with this
security. I/We agree that any writ, summons, order, judgment or other document
shall be deemed duly and sufficiently served on me/us if addressed to me/us or
to the said agent and left at, or sent by post to the respective address of
me/us or the said agent last known to the Bank. The foregoing shall not limit
the Bank's right to serve process on me/us In any manner permitted by law in
any jurisdiction.
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17. I/We agree that the Chinese translation shall not apply in construing this
security and that the English version shall govern for all purposes.
Dated 16th day of September 2005.
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Name of Process Agent (if any):
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Address of Process Agent:
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SCHEDULE
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SPECIFIED DEPOSITS ACCOUNT/INSTRUMENT HELD WITH EXISTING AMOUNT
Time Deposits the Bank USD2,000,000.
* specify the Bank, SCB or the relevant SCB Group Company
Sealed with the Common Seal of :
COMTECH INTERNATIONAL (HONG KONG) LTD.
---------------------------------------
(Name of Company in Block Letters)
and signed by:
-------------------------------------- ----------------------------------
(Name of Signatory in Block Letters) (Signature)
in the presence of:
Name of Witness:
--------------------------
I/D Card No.
(or equivalent)
of Witness:
--------------------------
Address of
Witness: --------------------------
--------------------------
--------------------------
--------------------------
Occupation of
Witness:
-------------------------- ----------------------------------
(Signature of Witness)
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