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Exhibit 10.22
[BANK OF BOSTON Letterhead]
PRIVATE & CONFIDENTIAL
January 29, 1996
Flextronics Singapore Pte Ltd.
514 Chai Chee Lane #04-13
Singapore 469029
ATTENTION: MR. C P GOH
CHIEF FINANCIAL OFFICER
Dear Sir
RE : BANKING FACILITIES
We are pleased to advise that The First National Bank of Boston, Singapore
Branch, ("FNBB" or "the Bank") is prepared to extend to Flextronics Singapore
Pte Ltd (the "Borrower") a Bridge Loan Facility up to a maximum aggregate amount
of US$20,000,000/-(United States Dollars Twenty Million Dollars only). The
Facility is extended to accommodate your financing requirements pending
syndication and documentation of the US$50 million Revolver and is subject to
the following terms and conditions:
Facility : Up to US$20,000,000 for short term advances for 1, 2,
or 3 months tenor at your option.
Interest Rate : SIBOR + 1.375% p.a.
Maturity : Completion of documentation for the US$50 million
Revolver but under no circumstances should the
maximum maturity exceed April 30, 1996.
SECURITY/SUPPORT
Corporate Continuing Guarantee from Flextronics International Ltd for the full
facility amount in a form acceptable to the Bank.
OTHER CONDITIONS
1. Except for existing liens or leases executed as of January 29, 1996,
your Company, Flextronics International Ltd, Flextronics International
USA, Inc, Flextronics Malaysian Sdn Bhd and Flex International
Marketing (L) Ltd, are to provide negative pledges on the respective
assets.
2. You are to execute all documentation relating to the syndication of the
US$50 million Revolver as soon as they are made available. Should
documentation not be completed by April 30, 1996 or that the
syndication did not proceed as planned, you are to either repay all
outstandings on the maximum maturity date or comply with terms and
conditions to be negotiated with the Bank including but not limited to
execution of documentation to cover security interests on the
receivables of Flextronics International USA, Inc, Flextronics
Singapore Pte Ltd, Flextronics Malaysia Sdn Bhd and Flex International
Marketing (L) Ltd.
3. You and the companies in the Group are to provide any financial
information which the Bank may request from time to time.
150 Beach Road #07-00, Gateway West, Singapore 189720. Telex: RS 23689
Facsimile: 2960998 Telephone: 2962366 (General) 2960622 (Dealing)
THE FIRST NATIONAL BANK OF BOSTON
INCORPORATED WITH LIMITED LIABILITY IN THE USA
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January 29, 1996
Flextronics Singapore Pte Ltd
DOCUMENTATION
Availability of this facility is subject to our receipt, in form and substance
satisfactory to us of:
1) the copy of this letter, duly signed on your behalf;
2) the General Agreement for Commercial Business ("GACB") as attached duly
executed;
3) a certified copy of the Resolution (as per attached form) of your Board
of Directors authorizing the acceptance of this Facility on the terms
and conditions hereof and the execution, delivery and performance of
this letter, the GACB and containing the specimen signatures of your
officers authorized to executive and deliver this letter and the GACB.
4) the continuing corporate guarantee for US$20,000,000/- duly executed by
Flextronics International Ltd with the accompanying board resolution.
AVAILABILITY
The above facilities shall, without prejudice to our right at any time to demand
immediate repayment of all sums outstanding, remain available for utilization
until April 30, 1996, unless earlier terminated or accelerated following any
default or breach hereunder, or under any agreement between the Bank and the
Borrower. Without prejudice to the foregoing, in the absence of any termination
or acceleration on or before April 30, 1996, the above facilities may, at our
sole discretion, continue to be available to you for utilisation, on the terms
and conditions of this letter, or on such other terms and conditions as we may
from time to time require.
MISCELLANEOUS
1) All amounts payable by the Borrower to the Bank under the above Banking
Facilities are to be paid free and clear of any and all present and
future taxes, duties, imposts, withholding and all other deductions
whatsoever.
2) All expenses (including legal, professional out-of-pocket expenses)
incurred in the negotiation, preparation, execution and enforcement of
this letter and the documents referred to herein are for account of the
Borrower.
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January 29, 1996
Flextronics Singapore Pte Ltd
3) The Borrower will pay all stamp or similar taxes to which this letter
or the documents referred to herein are or may become subject and any
other charges on handling fee, application and registration charges
which the Bank may impose from time to time.
Kindly note that this offer will remain valid for a period of 10 days from the
date of this letter. We would therefore appreciate it if you would return the
copy of this letter, duly signed by you, constituting your acceptance and
agreement to the terms and conditions hereof, prior to the expiry of this offer.
We trust the above meets with your requirements and look forward to a mutually
beneficial relationship.
Yours Very Truly
The First National Bank of Boston
/s/ Lo Kah-Nian /s/ Soh Boon Hock
Lo Kah-Nian Soh Boon Hock
Vice President & Manager Vice President & Head
Corporate Banking Corporate Banking
ACCEPTED AND AGREED BY:
/s/ Chang Peng Goh
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AUTHORIZED SIGNATORIES OF FLEXTRONICS SINGAPORE PTE LTD
DATED:
Encs
LKN/OL/FLEX-TEM