EXHIBIT 4.8
[HSBC Letterhead]
Ref: Commercial Banking - Division A
Level 1, No. 1 Queen's Road Central, HK
CONFIDENTIAL
Nam Tai Group Management Ltd.
15/F China Merchants Tower
Shun Tak Centre
168 -- 200 Connaught Road Central
Hong Kong
Attn: Mr. M.K. Koo
Dear Sirs
BANKING FACILITY
A/C NO. XXX-XXXXXX
With reference to our recent discussions, we are pleased to confirm our
agreement to offering your company the undermentioned revised banking facility
which will be made available on the specific terms and conditions outlined
below. This facility is subject to review at any time, and in any event by 15
July 2002, and also subject to our right to call for cash cover on demand for
prospective and contingent liabilities. This letter supersedes our previous
letter dated 10 September 2001.
New Previously
7-Year Term Loan USD15,000,000 - USD15,000,000
(not yet drawn) (or its equivalent
in HKD)
- - The switching of this loan facility between HIBOR option and SIBOR
option is allowed once a year at no charge. A switching fee of 1/16%
flat will be payable on each and any amount switched subsequently
between HIBOR and SIBOR within the same year.
Interest on the loan will be charged at 1% (previously at 1.225%) over 1, 2 or 3
months HIBOR/SIBOR (Hong Kong/Singapore Interbank Money Market Offer Rate) as
appropriate and payable at the end of each interest period to the debit of your
account.
The loan is to be repaid by 27 quarterly installments of USD535,000 each (or its
HKD equivalent), with a final payment of USD555,000 (or its HKD equivalent),
commencing three months after drawdown. These quarterly installments will be
debited by us automatically to your account.
Prepayment of the loan will be subject to our prior approval. A prepayment
penalty of 0.5% flat will be charged on any amount to be prepaid during the
first three years after the loan drawdown.
General conditions for the utilization of the Hong Kong/Singapore Interbank
Money Market Offer Rate (HIBOR/SIBOR) Loan facilities:
a) 2 working days advance notice of drawdown/rollover is to be given to us.
b) Each drawdown/rollover to be for periods (Interest period) of 1, 2 or 3
months.
The Hongkong and Shanghai Banking Corporation Limited
Hong Kong Main Office: 1 Queen's road Central, Hong Kong
Tel: 2822-1111 Fax:
Telex: xxxxxxxxxxx Telegrams: Hongbank Hongkong
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[HSBC Letterhead]
Nam Tai Group Management Ltd. -2- 24 September 2001
________________________________________________________________________________
c) With our prior approval, (which will not be withheld, provided we are
satisfied that the funds utilised are generated from your internal
resources, out of cash flow rather than from external re-financing)
during an interest period the total amount of a drawing may, with 48
hours advance notice to us, be repaid subject to the usual charges (i.e.
the differential between the return we would have received had the loan
run to maturity and the return we are able to obtain by the placing of
the funds repaid for the remainder of the period in the market).
d) Amounts repaid in advance will not be available for redrawing and will
be applied to repayment of the total amount outstanding in reverse order
of maturity.
We reserve the right to renegotiate the HIBOR/SIBOR interest spreads should any
event occur which changes the basis on which the HIBOR/SIBOR interest margins
are presently calculated.
Please note that our Loans Section is responsible for the administration of
HIBOR/SIBOR Loan facilities. For rate quotations and other day to day
administrative matters, please contact Mr. Patrick Choi or Miss Jessica Lam of
our Loans Section at 2822 2503 / 2822 3764.
Accrual of Interest and Other Sums
Please note that interest and other sums expressed to be chargeable or payable
on a periodic basis will nonetheless accrue from day to day and amounts so
accrued may be demanded at any time.
Events of Default
We may by notice to you suspend, withdraw and/or demand repayment of the
facilities granted hereunder (or any part thereof) upon, or at any time after,
the occurrence of the following:
(a) any one of more of the events specified in Clause 5.01 of the Legal
Charge dated 29 June 2001 entered into by you in our favour over the
property at The Fifteenth Floor of the China Merchants Tower, Shun Tak
Centre (formerly known as East Tower, Shun Tak Centre), Nos. 168-200
Connaught Road Central, Hong Kong as if each reference therein to "this
Charge" includes a reference to this facility letter (for the avoidance
of doubt, any reference to the default in any payment as used in Clause
5.01 shall mean the failure to effect such payment on its due date); or
(b) any one or more of the events set out in paragraphs (b), (d), (e), (f),
(g), (h) and (i) of the aforementioned Clause 5.01 in relation to Nam
Tai Electronics Inc or Nam Tai Electronic & Electrical Products Ltd
(together, the "Guarantors") as if references to "the Borrower" in such
clause were references to each of the Guarantors; or
(c) any circumstances which give reasonable grounds in our opinion for
belief that you or any of the Guarantors may not (or may be unable to)
perform or comply with your or its obligations hereunder or under any
guarantee in respect of the facilities granted herein.
Apart from the foregoing, all other security, terms and conditions as stipulated
in our letter dated 31 July 2001 shall remain unchanged.
Please note that all costs and expenses (including legal fees) incurred by us in
connection with the extension of this facility and any matters arising are to be
reimbursed by you on demand.
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[HSBC Letterhead]
Nam Tai Group Management Ltd. -3- 24 September 2001
________________________________________________________________________________
Please arrange for the authorised signatories of your company, in accordance
with the terms of the mandate given to the Bank, to sign and return to us the
duplicate copy of this letter to signify your understanding and acceptance of
the terms and conditions under which this facility is granted.
This revised facility will remain open for acceptance until the close of
business on 15 October 2001 if not accepted by that date will be deemed to have
lapsed.
We are pleased to be of continued assistance.
Yours faithfully,
For and on behalf of
NAM TAI GROUP MANAGEMENT LTD.
/s/ Tony K C Ng
- -------------------------------
Tony K C Ng
Relationship Manager /s/ Joseph Li /s/ M.K. Koo
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Authorized Signatures
Encl
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