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Exhibit 2.2
[ARGENTARIA LETTERHEAD]
BANCO EXTERIOR
Our Ref. DN/wt96080
5 June 1996
Nam Tai Electronic & Electrical Products Ltd.
Unit 513-520, 5/F,
No. 1 Hung To Road,
Kwun Tong, Kowloon
Attn: Mr. Maxwell Yeung
Director, Finance & Administration
Dear Sirs,
We are pleased to offer the following facility to you subject to the terms and
conditions set out as below:
1. BORROWER
Nam Tai Electronic & Electrical Products Limited
2. FACILITY
General Banking Facility ............. US$3,000,000
with sublimit for
a. Opening of LC and
subsequent financing of TR ....... (US$3,000,000)
b. Negotiation of export L/C with
acceptable discrepancies ......... (US$600,000)
c. Overdraft ("OD") ................. (HK$4,000,000)
3. CONDITIONS
a. Aggregate outstanding of the Borrower shall not exceed
US$3,000,000;
b. Financing period for TR under each transaction shall not exceed
120 days;
4. INTEREST
TR : 0.5% p.a. over Cost of Funds
OD : HKD Prime
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[ARGENTARIA LETTERHEAD]
BANCO EXTERIOR
Our Ref. DN/wt96080
5. COMMISSION
Handling commission for LC opening/commission in lieu of exchange:
1st US $50,000 : 1/4%
US$50,001-100,000 : 1/16%
Balance : 1/24%
6. SECURITY
As security for the aforesaid facility, we shall require a Corporate
Guarantee to be issued by Nam Tai Electronics Inc. ("Guarantor") for
account of Nam Tai Electronic & Electrical Products Limited.
7. AVAILABILITY
Without prejudice to the foregoing, we shall not be obliged to make
any of the Facility available to the Borrower unless and until we
have received, in form and substance satisfactory to us, all of the
following:
a. The attached copy of this Offer Letter duly signed the
Borrower's authorised signatories together with certified true
copy board resolutions;
b. Account opening documentation;
c. Security as stipulated in Clause (6);
d. Any documentation requested by us from time to time.
8. DEFAULT INTEREST
If the Borrower fail to pay any sum on its due date for payment under
the above facility, it shall forthwith on demand by us pay interest on
the overdue amount from the due date up to date of actual payment, at
a rate determined by us to be 2% per annum above the applicable rate
under Clause (4) or prevailing prime lending rate, whichever is
higher.
9. VALIDITY
The foregoing facility is subject to our review at any time, or in any
event by June 1997. We reserve the right, at our discretion, to
modify, cancel or terminate the facility, on demand, and to declare
all amounts then outstanding to be immediately due and payable.
10. FEES & EXPENSES
All fees and expenses, including legal fees, stamp duty, documentary
and other duties and taxes and out-of-pocket expenses, incurred by us
in connection with the relevant bank and security documentation, or
in contemplation of or in connection with the enforcement or
preservation of our right under any documentation in respect of monies
owing thereunder should be borne by the Borrower.
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[ARGENTARIA LOGO]
BANCO EXTERIOR
Our Ref. DN/wt96080
11. OTHER CONDITIONS
The Borrower and Guarantor are required to submit copies of updated
Trading Profit & Loss Account, Balance Sheet and any other information
which we may reasonably request from time to time.
12. GOVERNING LAW
This letter shall be governed by and construed in all respects in
accordance with the laws of Hong Kong and the Borrower and Guarantor
hereby irrevocably submit to the non-exclusive jurisdiction of the
Hong Kong courts.
We trust that the above terms and conditions are acceptable to you and
appreciate your acceptance by signing and returning the copy of this letter to
us at your earliest convenience.
Yours faithfully,
/s/ DICKY LO /s/ DENNIS LEE
- - ------------------ --------------------
Dicky Lo Dennis Lee
Deputy General Manager Senior Manager