Reference No.: P/S2254/00344/06 Date: 22 November 2006 Shenzhen Ritar Power Co., Ltd. Building 9, Second Industrial Zone, Fuqiao, Qiaotou Village, Fuyong Town, Bao’an District, Shenzhen To whom it may concern: Supplement to Credit Facility Agreement:...
Exhibit
10.10
Reference
No.: P/S2254/00344/06
Date:
22
November 2006
Shenzhen
Ritar Power Co., Ltd.
Building
9, Second Industrial Zone, Fuqiao, Qiaotou Village, Fuyong Town, Bao’an
District, Shenzhen
To
whom
it may concern:
Supplement
to Credit Facility Agreement: Shenzhen Ritar Power Co., Ltd.
(“Borrower”)
We
(Shenzhen Branch of DBS Bank (Hong Kong) Co., Ltd., hereinafter referred to
as
“Bank”) are pleased to inform your company that in accordance with the Letter of
Credit Facilities and its Supplementary Arrangement (Ref. P/S2254/00005/06
and
P/S2254/00193/06A) which were issued by us on 6 March 2006 and 29 May 2006
respectively and have been signed and accepted by your company (hereinafter
collectively referred to as “Original Letter”), we hereby confirm that except
for the following amendment and supplement, the terms and conditions of the
Original Letter shall remain valid until further notice:
Supplements
to the Original Letter:
| (1) |
The
following clauses shall be added under item “Facilities” of the Original
Letter:
|
| 4. |
Negotiation
of discrepancy documentary letter of credit (with recourse): USD
125,000
or other currency equivalent (exchanged at the rate determined by
the
Bank) (Non-Commitment Credit Limit)
|
Negotiation
of the documentary letter of credit or draft (with recourse) which has been
accepted by the Bank but with discrepancy. Notwithstanding anything stated
in
this Letter, the Bank is entitled to refuse to negotiate any documentary letter
of credit or draft at the absolute discretion of the Bank.
Interest
Rate
Standard
draft interest rate as publicized by the Bank. Changeable at absolute discretion
of the Bank.
| 5. |
Fixed
Term Loan: RMB 2,500.000 yuan (Non-Commitment Credit Limit)
|
Purpose:
working capital
Payment
of principal:
The
term
of the loan is 2 years. The principal shall be paid in 24 installments each
month, with the amount of the each installment as determined by the Bank (the
last installment shall be equivalent to the remaining balance of unpaid
principal and interest).
Payment
of Interest:
The
interest is payable one month after the date of advance of the loan, and shall
be paid at the same date for each following month. The abovementioned each
month
(including the first date but excluding the last date) shall be referred to
as
one interest period. The date of advance of the loan or the first date of each
interest period shall be referred to as interest determination date. The
interest rate for each interest period shall be 50% of the interest rate for
the
loans of similar nature publicized by People’s Bank of China which is applicable
at the interest determination date.
| (2) |
The
following clauses of (h) to (j) shall be added under item “Conditions
Precedent” of the Original Letter:
|
| (h) |
The
original of the Real Property Certificate (No. Shen Fang Di Zi 3000237275)
of 0X, Xxxxxxxx 0, Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx Road which is
owned
by Hu Jiada and Peng Hengying shall be kept in the
Bank;
|
| (i) |
The
Letter of Undertakings (according to the template provided by the
Bank)
duly signed by Hu Jiada
|
| (j) |
The
Letter of Undertakings (according to the template provided by the
Bank)
duly signed by Hu Jiada and Peng
Hengying.
|
| (3) |
The
following clause of “Penalty Interest for
Appropriation”
|
Penalty
Interest for Appropriation: Without prejudice to other rights of the Bank under
this Letter, in case that the Borrower uses the loan for purpose other than
stated in this Letter, the Borrower is liable to pay the penalty interest at
50%
of the annual interest rate agreed in this Letter for the period from the date
of appropriation to the date of repayment of the loan. The Borrower is also
liable to pay the compound interest for any overdue penalty interest. In case
that the penalty interest rate under this Letter is not applicable or should
be
adjusted due to adjustment by People’s Bank of China of the penalty interest
rate, the Bank is entitled to adjust the penalty interest rate accordingly
provided that the Bank shall inform the Borrower in advance.
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Amendment
to the Original Letter:
| (1) |
The
item “Overdue Interest” of the Original Letter shall be amended as
follows:
|
Overdue
Interest: For loan in foreign currency, the Borrower is liable to pay the
overdue interest for any amount unpaid on due date at the Bank’s then prevailing
overdue interest rate for foreign currency, or is liable to pay over-limit
interest rate for any amount exceeding the agreed credit limit at the Bank’s
then prevailing over-limit interest rate for foreign currency. The overdue
interest or over-limit interest may be compounded monthly or at such other
intervals as determined by the Bank. In case of any overdue payment of the
Borrower, the Bank is entitled to increase the interest rate on the entire
amount outstanding in foreign currency under this Letter, without prejudice
to
other rights of the Bank.
For
loan
in RMB, the Borrower is liable to pay the overdue interest for any amount unpaid
on due date at maximal overdue interest rate publicized and adjusted from time
to time by People’s Bank of China (currently at 50% of the bank loan annual
interest rate), or at 50% of the annual loan interest agreed in this Letter
in
the absence of the aforementioned overdue interest rate publicized by People’s
Bank of China. The overdue interest may be compounded and is payable monthly.
In
case that the overdue interest rate under this Letter is not applicable or
should be adjusted due to adjustment by People’s Bank of China of the overdue
interest rate, the Bank is entitled to adjust the overdue interest rate
accordingly.
| (2) |
The
clause (e) under item “Undertakings” of the Original Letter shall be
deleted.
|
Review
fee: RMB 25,000 yuan
Stamp
Duty: to be born entirely by Borrower (including the part payable by the
Bank)
The
banking facilities stated in this Letter is the restatement, elaboration,
amendment and/or supplement of the original banking facilities. This Letter
shall supersede the previous letter of bank facilities issued by the Bank on
16
June 2006 with reference No. P/S2254/00193/06.
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The
terms
and conditions of the Original Letter shall remain valid except for the
amendment and supplement under this Letter.
Please
signify your understanding and acceptance of this offer by signing and returning
to us the duplicate copy of this Letter for the attention of Ms. Xxxxx Ji or
Xx.
Xxxx Xx.
We
enclose a set of documents which should be completed and returned to us. If
you
have any queries, please contact Ms. Xxxxx Ji or Mr. Xxxx Xx at telephone number
(000) 00000000 or 82691005.
We
are
pleased to be of your services.
Signed
for and on behalf of
DBS
Bank
(Hong Kong) Limited Shenzhen Branch
(Corporate
Seal)
Signed
and accepted by:
Shenzhen
Ritar Power Co., Ltd.
(Corporate
Seal)
Authorized
Representative:
| By: | /s/Jiada Hu | |||
|
Jiada Hu |
||||
The
Guarantors agree to accept the terms of this Letter and agree with the
abovementioned amendments and supplements. The Guaranty Agreement signed by
the
Guarantors on 25 November 2006 shall remain valid. The Guarantors hereby confirm
that notwithstanding the Guaranty Agreement, the Guarantors agree with any
assignment made by the Bank in accordance with item “Assignment” of this Letter
provided that the Bank shall inform the Guarantors in advance in writing. Any
reference to the Bank in the Guaranty Agreement shall include any successor
or
assignee to the Bank.
4
| Guarantor: | /s/Jiada Hu | |||
|
Jiada Hu |
||||
| Guarantor: | /s/Henying Peng | |||
|
Henying Peng |
||||
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