Exhibit 2.2
To: Alina Limited ("the Purchaser")
From: DDL Europe Limited ("the Vendor")
21st March 2003
Dear Sirs
Re: SMTEK Europe Limited ("the Company")
(1) INTERPRETATION
(a) This letter, together with the Schedules hereto constitutes the
Disclosure Letter as referred to in Clause 1 (Interpretation) and clause
7 (Warranties) of the agreement (the "Agreement") proposed to be entered
into today between (1) the Vendor (2) the Purchaser and (3) SMTEK
International Inc. relating to the sale and purchase of the entire issued
share capital of the Company.
(b) Unless otherwise defined herein, or unless the context otherwise
requires, words and expressions used in this Disclosure Letter shall bear
the same meanings as are assigned to them in the Agreement and subject
thereto the provisions of Clause 1 (Interpretation) of the Agreement
shall apply to this Disclosure Letter, mutatis mutandis, as they apply to
the Agreement.
(c) Where documents or matters are mentioned in any of the Schedules hereto
by way of specific disclosure in relation to specific warranties same are
so mentioned in this manner for ease of reference only. All disclosures
shall be deemed to be made for all purposes of the Warranties to which
they apply and not merely in relation to any Warranty specifically
referred to.
(d) Neither this Disclosure Letter nor any disclosure made in or by virtue of
it shall constitute or imply any representation, warranty, assurance or
undertaking by the Warrantors or the Company or any of them not expressly
set out in the Agreement and neither this Disclosure Letter nor any such
disclosure shall have the effect of, or be construed as, adding to or
extending the scope of any of the Warranties.
(2) DISCLOSURES
The Purchaser acknowledges and agrees that the Warranties are given subject to
all facts and matters fairly disclosed in or by virtue of this Disclosure
Letter.
(3) GENERAL DISCLOSURES
This Disclosure Letter shall be deemed to include, and there are hereby
incorporated into it by reference and generally disclosed the following whether
or not same have been considered or inspected by the Purchaser:
(a) All information contained in the items listed in Schedule 1;
(b) All matters contained in the Agreement and any documents in, or expressed
in the Agreement to be in agreed form or agreed terms (whether or not the
same are in fact signed by or on behalf of the parties for
identification);
(c) All information appearing on the Company File of the Company and the
Vendor held at Companies Registry, Belfast 2 days before the date of this
Disclosure Letter;
(d) All information available from searches of the Chancery Office and the
Bankruptcy Office of the High Court of Justice in Northern Ireland and
the Enforcement of Judgements Office in respect of the Company and the
Vendor 2 days before the date of this Disclosure Letter; and
(e) Save in respect of Warranties 2.1, 2.2, 2.3, 2.4, 2.8(B), 2.9(D) and
2.10, all information actually known or which ought reasonably to be
known by the Continuing Director (save for any information withheld from
the Continuing Director by the Vendor or any member of the Vendor's
Group) as a result of his involvement in the business of the Company on
or prior to Completion.
(4) SPECIFIC DISCLOSURES
Without prejudice to the generality of the foregoing disclosures the matters
set out in Schedule 2 hereto are disclosed.
(5) ACKNOWLEDGEMENT
Signature by you of the enclosed copy of this letter constitutes an
acknowledgement of receipt of this Disclosure Letter (including the Schedules)
and your acceptance of its terms. Please sign and return the enclosed copy of
this letter.
Yours faithfully
Signed by
For and on behalf of the Vendor
_KIRK WALDRON____________________________________
I acknowledge receipt of the Disclosure Letter (including the Schedules
thereto) a copy of which is set out above and of copies of the documents
specified in the Schedules, and accept the terms thereof.
___KIERAN LEONARD_________________________________
for and on behalf of the Purchaser
