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EXHIBIT 4.8
U.S. STOCK TRANSFER CORP.
1745 Gardena Avenue
2nd Floor
Glendale, CA 91204
Nam Tai Electronics, Inc.
Unit 9, 15/F.
Tower 1
China Hong Kong City
33 Canton Road
Kowloon, Hong Kong
Re: Custody of Funds
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Reference is hereby made to that certain Registration Statement on Form
F-3 as filed with the Securities Exchange Commission on September 22, 1997, as
amended from time to time (SEC File No. 333-36135)(the "Registration
Statement"). Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Registration Statement. In connection with the
Rights Offering by Nam Tai Electronics, Inc. (the "Company") as described in
the Prospectus which is part of the Registration Statement, we hereby agree to
establish and maintain separate bank accounts at First Professional Bank, 606
Broadway Street, Santa Monica, CA, 90401, and to deposit and maintain any
funds received by us in our capacity as Rights Agent from the holders of such
Rights in connection with the Rights Offering in such bank accounts at First
Professional Bank, Account #004-900588 with respect to funds received upon
exercise of the Basic Subscription Privilege and Account #004-900502 with
respect to funds received upon exercise of the Oversubscription Privilege, in
custody for the benefit of the persons who have beneficial interest therein and
to transmit and/or return such funds directly to the persons entitled thereto
on the terms set forth below:
(i) On or before the third business day following the Expiration Date
(the "Closing Date"), the Rights Agent will transfer and deliver any and all
proceeds, with respect to which there has been a valid exercise of Rights,
received as Rights Agent and held in custody as set forth above to the
Company, except as set forth in items (ii) and (iii) below;
(ii) If, upon the Closing Date, the Rights Agent is in receipt of any
funds of a Rightsholder relating to the exercise of an Oversubscription
Privilege who is allocated less than all of the Excess Units which such holder
wished to subscribe for (either because of the exercise by the Representative
of the Standby Underwriters' Oversubscription Cutback or otherwise), the
excess funds paid by such holder in respect of the Subscription Price for Units
not issued shall be returned by the Rights Agent by first class mail, postage
prepaid, without interest and/or deduction as soon as practicable.
(iii) If for any reason the Rights Offering is terminated, all amounts
received from subscribers shall be promptly refunded to subscribers by the
Rights Agent by first class mail, postage prepaid, without interest or
deduction.
All notices and other communications hereunder shall be in writing and
shall be deemed given (x) when delivered personally, (y) when sent by facsimile
transmission, if a confirmation copy, if sent by prepaid mail, or (z) when
received if mailed by registered or certified mail (return receipt requested)
to any
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of the following at the indicated addresses (or at such other address or
addresses as shall be specified by like notice):
If to the undersigned:
U.S. STOCK TRANSFER CORP.
1745 Garden Avenue
2nd Floor
Glendale CA 91204
If to Nam Tai Electronics, Inc.:
Nam Tai Electronics, Inc.
C/o Nam Tai Electronics (Canada), Inc.
999 West Hastings Street
Suite 530
Vancouver British Columbia V6C 2W2
Canada
Attention: Mr. M.K. Koo
Chairman of the Board
This letter agreement shall be governed by, and construed in accordance
with, the laws of the State of California.
This letter agreement may be executed in one or more counterparts, each of
which shall be deemed an original.
If you are in agreement with the foregoing, please execute a signed
counterpart hereof, whereupon this letter shall constitute a binding agreement
by and among each of the parties set forth below.
U.S. Stock Transfer Corp.
By:
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Name -------------------------------------
Title ------------------------------------
Agreed:
NAM TAI ELECTRONICS, INC.
By: -----------------------------------
Name ----------------------------------
Title ---------------------------------