EXHIBIT 4.23
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Commercial Banking - Division A (Level 10)
Ref: (CARM Serial No. 040827)
'CONFIDENTIAL
Nam Tai Group Management Ltd
15/F China Merchants Tower
Shun Tak Centre
168-200 Connaught Road Central
Hong Kong 24 September 2004
Attn: Mr. T. Murakami / Mr. S. K. Cheung
Dear Sirs
BANKING FACILITIES
A/C NO. 500-815287
With reference to our recent discussions, we are pleased to advise that we have
reviewed your banking facilities and offer a renewal within the following
revised limits which will be made available on the specific terms and conditions
outlined below. These revised facilities are subject to review at any time, and
in any event by 31 May 2005, and also subject to our overriding right of
suspension, withdrawal and repayment on demand, including the right to call for
cash cover on demand for prospective and contingent liabilities. This letter
supersedes our previous letter dated 9 September 2004 which should be returned
to us for cancellation.
New Limit Previous Limit
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Overdraft HKD500,000.- HKD500,000.-
Interest on the overdraft facility will be charged on
daily balances AT OUR HKD BEST LENDING RATE (PREVIOUSLY
at 0.5% per annum over our HKD best lending rate),
which is currently 5.125% per annum, but subject to
fluctuation at our discretion and payable monthly in
arrears to the debit of your current account.
Treasury Facilities USD30,000,000.- USD30,000,000.-
within which:
Foreign Exchange: (USD30,000,000.-) (USD30,000,000.-)
- For booking forward exchange contracts with
individual contracts up to a maximum of 6 months'
duration.
Currency Option- (USD30,000,000.-) (USD30,000,000.-)
- maximum maturity: up to a maximum of 6 months
forward
THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
Hong Kong Main Office: 1 Queen's Road Central, Hong Kong
Tel: 2822 1111 Fax:
Telex: 73205 HSBC HX Telegrams: Hongbank Hongkong
Web: www.hsbc.com.hk
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Nam Tai Group Management Ltd - 2 - 24 September 2004
Terms and Conditions
Contracts for treasury products may only be entered into under these facilities
to cover exchange rate exposure incurred in the normal course of your business.
All treasury product facilities remain subject to our overriding right to call
for cash cover on demand if in the Bank's view your mark-to-market position with
us requires such cover. Further, the Bank may, after having made reasonable
attempts to discuss the position with yourselves, close out any or all of your
outstanding treasury products contracts and demand settlement of the balance
due.
All spot and forward foreign exchange transactions and all currency option
transactions shall be subject to the terms of a Master Agreement in form
published by the International Swaps and Derivatives Association ("ISDA").
New limit Previous Limit
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Corporate Card HKD1,100,000- HKDl,100,000.-
at our Card Centre
(The terms and conditions governing the Corporate Card
Facility are detailed in our HSBC Corporate Card
Programme - Employer's Participation Agreement duly
signed by you)
IMPORT/EXPORT FACILITIES NIL HKD60,000,000. -
Documentary Credits with import finance up to 90 days,
less any usance/credit periods granted by your
suppliers, and/or D/P bills purchased on approved
drawees.
WITHIN WHICH NIL (HKD60,000.000.-)
Goods under your control and/or Trust Receipts.
Default Interest - -
Please note that interest will be payable on sums which are overdue, drawings
which are in excess of agreed limits and amounts demanded and not paid, at the
maximum rate stipulated in the Bank's Tariff which is accessible at
http://www.hsbc.com.hk/Hk/'business/tool/pdf/c_tariff.pdf. The Bank will
provide you with a hard copy of the Tariff at your request. Interest at the
applicable rate will be payable monthly in arrears to the debit of your current
account.
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.
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Nam Tai Group Management Ltd -3- 24 September 2004
In addition, all costs and expenses (including legal fees) incurred by us in
connection with the extension of these facilities and any matters arising are to
be reimbursed by you on demand.
Security
As security, we continue to hold an Unlimited Corporate Guarantee dated 26 April
2001 from Nam Tai Electronics Inc, covering facilities to Nam Tai Group
Management Ltd, together with a supporting board resolution dated 26 April 2001
authorizing its issuance.
AS DISCUSSED, WE ARE AGREEABLE TO THE RELEASE OF THE NEGATIVE PLEDGE TOGETHER
WITH A SUPPORTING BOARD RESOLUTION BOTH DATED 8 AUGUST 1995 FROM NAM TAI
ELECTRONICS INC UNDERTAKING NOT TO PLEDGE ANY SECURITY WITH ANY BANKS WITHOUT
OUR PRIOR APPROVAL. IT SHALL BE RETURNED TO YOU FOR CANCELLATION.
Please arrange for the AUTHORIZED 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 confirmation as to the correctness
of the security held, and your continued understanding and acceptance of the
terms and conditions under which these revised facilities are granted.
These revised facilities will remain open for acceptance until the close of
business on 14 October 2004 and if not accepted by that date will be deemed to
have lapsed.
We are pleased to be of continued assistance.
Yours faithfully
/s/ PETER CHOI For and on behalf of
Peter Choi NAM TAI GROUP MANAGEMENT LIMITED
Relatoinship Manager
/s/ T. MURAKAMI
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Authorized signature 24F
Encl