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[THE SANWA BANK LIMITED LETTERHEAD] Exhibit 2.5
Our Ref. 96-OL-549
29th August, 1996
Nam Tai Electronic and Electrical
Products Limited CONFIRMATION
Unit 513-520,
No. 1 Hung To Road,
Kwun Tong,
Kowloon
Dear Sirs,
Re: Banking Facilities
With reference to our recent discussions, we write to confirm that the banking
facilities made available by us to you under the facility letter dated 18th
September, 1995 shall be revised upon and subject to the terms and conditions
set out below.
1. Facilities and Amount
(a) Import facility (including letter of credit opening, bills receivable
and acceptance provided that the tenor of each letter of credit shall
not exceed 6 months and the tenor of any item under acceptance and
bills receivable together shall not exceed 100 days) of up to
HK$56,000,000 with a sub-limit for acceptance and bills receivable
together of up to HK$32,000,000.
(b) Overdraft facility of up to HK$1,000,000.
(c) Shipping guarantee facility (under letter of credit) of up to
HK$10,000,000.
(d) Bills negotiation facility (without letter of credit) of up to
HK$5,000,000 provided that this facility is restricted to bills drawn
by Canon Inc., Sharp Corp., Seiko Instruments Inc. and Toshiba Corp.
only and the minimum interest charge for each advance under this
facility equals to 4 days' interest on such advance.
(e) Bills negotiation facility (under letter of credit) of up to
HK$40,000,000.
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(f) Forward foreign exchange facility of up to HK$20,000,000.
2. Interest
Overdraft Interest shall be charged at 0.25% per annum above whichever is the higher of our cost of
funds or the prevailing Hong Kong Dollars Prime Rate quoted by us from time to time and
shall be payable monthly in arrears on the first day of each calendar month.
Bills receivable Interest shall be charged at the prevailing Hong Kong Dollars
and Prime Rate quoted by us from time to time (in case of Hong
bills negotiation Kong Dollars items) or 0.75% per annum above our cost of funds (in case of any other currency items).
We reserve the right to charge additional interest from the date of any default
in payment, on a daily basis, at 5% per annum above the prevailing Hong Kong
Dollars Prime Rate quoted by us from time to time, or, in case of default sum
denominated other than in Hong Kong Dollars, 5% per annum above our cost of
funding the default sum.
3. Commission
(a) Commission in lieu of exchange and opening commission for each letter
of credit shall be charged on the amount of each letter of credit as
follows:-
- 1/4% on the first US$50,000 or its equivalent;
- 1/16% on any amount in excess of US$50,000 and up to U$100,000 or
their respective equivalent;
- 1/24% on any amount in excess of US$100,000 and up to US$300,000 or
their respective equivalent; and
- 1/48% on any amount in excess of US$300,000 or its equivalent.
(b) Collection commission shall be charged as follows:-
- 1/8% on the first US$50,000 or its equivalent;
- 1/24% on any amount in excess of US$50,000 and up to US$300,000
or their respective equivalent; and
- 1/48% on any amount in excess of US$300,000 or its equivalent.
(c) The minimum commission and charges for each bills transaction shall be
determined by us from time to time at our sole discretion.
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(d) The commission scale charged on the above facilities shall always be
subject to the General Rules of The Hong Kong Association of Banks and
its amendment from time to time.
4. Repayment
Any amount advanced under the overdraft facility shall be repaid on demand.
Any amounts advanced under the other banking facilities shall be repaid on the
respective due dates applicable thereto.
5. Security
The above facilities (including principal, interest and all other monies
payable hereunder or in connection with the facilities) shall continue to be
secured by an unconditional and irrevocable letter of guarantee dated 19th
August, 1991 given by Nam Tai Electronics, Inc. (the "Guarantor").
6. Availability
The above facilities will become available to you when we have received from
you on or before 30th September, 1996 the following documents in form and
substance satisfactory to us in all respects:-
(a) the enclosed duplicate of this facility letter duly signed by you to
signify your acceptance hereof and countersigned by the Guarantor;
(b) certified copy of the resolution of your Board of Directors approving
the terms and conditions of this facility letter and authorising a
person or persons to sign such document on your behalf;
(c) certified copy of the resolution of the Board of Directors of the
Guarantor approving the countersignature on this facility letter and
authorising a person or persons to sign such document on its behalf;
(d) lists of specimen signatures (authenticated to our satisfaction) of
the Directors and the person(s) authorised to act on behalf of you and
the Guarantor by the resolutions referred to in sub-clauses (b) and
(c) above;
(e) certified copies of your up-to-date Memorandum and Articles of
Association, Certificate of Incorporation and Business Registration
Certificate;
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(f) certified copies of the up-to-date constitutional documents of the
Guarantor; and
(g) such other necessary documents required to validate the above
facilities as we may specify from time to time.
7. Undertakings
You hereby undertake with us that so long as the above facilities being
available and/or any money remaining outstanding thereunder, you will not
create or allow to exist (except in our favour) any mortgage, charge (whether
fixed or floating), security interest or other encumbrance over any part of
present or future assets of you or any of your subsidiaries without our prior
written consent.
8. Lien and Set-off
We shall be entitled to exercise, at any time without notice, our right of lien
and our rights to set-off and combine your account(s) with us in or towards
satisfaction of your indebtedness to us in respect of the above facilities
whenever due and payable.
9. Expenses
You shall pay to us upon demand all costs, charges and expenses (including
legal expenses on a full indemnity basis, stamp, registration or other duties)
incurred by us in connection with the preparation of the documentation
contemplated hereby, the administration of the above facilities, or the
enforcement of or preservation of any rights hereunder or otherwise in
connection with the above facilities.
10. Governing Law
The above facilities and this facility letter shall be governed by and
construed in accordance with the laws of Hong Kong.
11. Other Conditions
(a) The above facilities shall be subject to all other terms and
conditions which you may have agreed with us in writing.
(b) Notwithstanding any provision to the contrary contained in this
facility letter or any applicable documents, we reserve the right,
at our discretion, to modify, cancel
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or terminate all or part of the above facilities and the terms
governing thereof, on demand, and to declare all amounts then
outstanding to be immediately due and payable and to call on demand
cash cover for your prospective and contingent liabilities.
12. Acceptance and Agreement
Please confirm your agreement (i) to be bound by the above terms and conditions
and (ii) that any change to the above terms and conditions which is requested by
you or your duly authorised representative(s) and which is approved by us will
also be binding on you by signing and returning to us the enclosed duplicate of
this facility letter together with the other documents referred to in clause 6
above.
Yours faithfully,
For and on behalf of
The Sanwa Bank, Limited
Hong Kong Branch
/s/ Y. HIRANO
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Y. Hirano
Assistant General Manager
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[THE SANWA BANK LIMITED LETTERHEAD]
To: The Sanwa Bank, Limited
Hong Kong Branch
We accept the above revised terms and conditions for your grant of the above
facilities to us and agree to be bound thereby.
For and on behalf of
Nam Tai Electronic and Electrical
Products Limited
For and on behalf of
NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS LIMITED
[SIG]
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Authorized Signature
Name:
Title:
Date:
We hereby acknowledge and agree to the above revised terms and conditions for
your grant of the above facilities to Nam Tai Electronic and Electrical
Products Limited and confirm that the Continuing Guarantee dated 19th August,
1991 given by us remains in full force, valid and effect.
For and on behalf of
Nam Tai Electronics, Inc.
/s/ R.G. ERDMAN
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Name: R.G. Erdman
Title: Chief Financial Officer
Date: Sept. 13, 1996