10.16 Credit Facility Letter dated June 24, 2002, between Trio-Tech
International Pte. Ltd. and Standard Chartered Bank.
Date 24.June 2002 Standard
Our Ref C&I/CDT/CFS/LG/AH/TRITI 1 Chartered
PRIVATE & CONFIDENTIAL
Trio-Tech International Pte Ltd
0000 Xxx Xxxxx Xxxxx
#00-00/00
Xxx Xxxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxx 000000
Attn:- Xx Xxxxxx Xxxx
Chief Financial Officer
Telephone No. 00000000
Dear Sirs,
BANKING ARRANGEMENTS
Further to the Facility Letter dated 19 November 2001, Standard Chartered Bank
(the "Bank") is pleased to advise that condition no. 2) under the paragraph
"CONDITIONS" has been amended as outlined below. All other Facilities, security,
terms and conditions as mentioned in the Facility Letter dated 19 November 2001
remain unchanged.
CONDITION
2) The Customer is to maintain a minimum networth of SGD7,000,000 at all times.
Networth is defined as the aggregate of paid-up capital and revenue
reserves, excluding revaluation reserves and deducting any loans made to the
directors in their personal capacities or to the parent company, Trio-Tech
International USA directly and indirectly or other related companies and
other intangible assets.
ACCEPTANCE
If the amendment is acceptable, please return the attached duplicate copy of
this Supplementary Facility Letter duly signed in acceptance and in accordance
with your board resolution passed on 29 June 2001 to:
Standard Chartered Bank
Corporate & Institutional
Credit Operations
CPF Xxxxxxxx Xxxxxxxx #00-00
0 Xxxxxxxx Xxxxxxx 0
Xxxxxxxxx 000000
Attention : Xx Xxxx Xxx
Standard Chartered Bank
Corporate & Institutional
Credit Operations
0 Xxxxxxxx Xxxxxxx 0, XXX Xxxxxxxx Xxxxxxxx #00-00
Xxxxxxxxx 000000 Tel(65) 0000 0000
Xxxxxxxx Xxxx P. 0. Xxx 0000, Xxxxxxxxx 000000 Fax (00) 0000 0000
Incorporated in England with limited liability by Royal Charter 1853
The Principal Office of the Company is situated in England at 0 Xxxxxxxxxxxx
Xxxxxx Xxxxxx XX0X 0XX Reference Number ZC18
We are pleased to be of continuing assistance to your company.
Yours faithfully
For and on behalf of
Standard Chartered Bank
/s/: Xxxxxxxx Xxx
___________________________
Xxxxxxxx Xxx
Deputy Head
Corporate Financial Services
We confirm the Customer's acceptance of the amendment on the terms and
conditions outlined in this Supplemental Facility Letter dated 24 June 2002:-
/s/: Xxxx Xxxx Wai
____________________________________________________
For and on behalf of Trio-Tech International Pte Ltd
10.16 Credit Facility Letter dated November 19, 2002, between Trio-Tech
International Pte. Ltd. and Standard Chartered Bank.
Standard Chartered
Standard Chartered Bank
Date : 19 November 2001 Corporate & Institutional
Credit Operations
CPF Xxxxxxxx Xxxxxxxx #00-00
0 Xxxxxxxx Xxxxxxx 5
Our Ref : C&I/CDT/CFS/LG/AH Xxxxxxxxx 000000
Postal Address:
Xxxxxxxx Road P. 0. Box 1901
PRIVATE AND CONFIDENTIAL Xxxxxxxxx 000000
Trio-Tech International Pte Ltd Telephone x00 000 0000
1008 Toa Payoh North Facsimile x00 000 0000
#00-00/00 Xxxxxxxxx XXXXXXXXX
Xxx Xxxxx Xxxxxxxxxx Xxxxxx Telex RS 24290
Xxxxxxxxx 000000
Attn:- Xx Xxxxxx Xxxx
Chief Financial Officer
Dear Sirs
BANKING ARRANGEMENTS
Standard Chartered Bank (the "Bank") is pleased to confirm its willingness to
continue to make available to Trio-Tech International Pte Ltd (the "Customer")
the banking facilities (the "Facilities") outlined below on the following terms
and conditions, subject to the Bank's Standard Terms and Conditions, as set out
in Form 338-1198 attached hereto, and to the satisfactory completion of
documentation:-
BANKING FACILITIES
AMOUNT DESCRIPTION AND PRICING
1) SGD500,000 Overdraft in current account, repayable upon demand,
to assist with working capital requirements.
Interest at prime plus 1.25% p.a. payable monthly in
arrears to the debit of the Customer's current
account.
1a) (USD200,000) Overdraft in United States Dollar (USD) current
account, repayable upon demand, to assist with
working capital requirements.
Interest at USD prime plus 1% p.a. payable monthly
in arrears to the debit of the Customer's USD
current account.
1b) (SGD250,000) Short term loan in Singapore Dollar for period of 1,
2 or 3 months.
Interest at cost of funds plus 1.75% p.a. during the
term of each Singapore Dollar xxxx.
Note:-
Interavailability between the overdraft facility and
the short term money market loans is at the sole
discretion of the Bank.
The Bank may at any time at its sole discretion
suspend the availability of prime-based funds by
reason or circumstances affecting the money market
including but not limited to volatile rate
fluctuations or tight liquidity.
Standard Chartered
Drawings under both limits 1), 1a) and 1b) must not
exceed SGD500,000 at any time.
2a) SGD2,000,000 For opening irrevocable letters of credit, drafts at
sight and/or at usance for period up to 120 days,
covering the import of electronic test equipment and
accessories into Singapore and/or Malaysia.
2b) (SGD1,000,000) Loans against trust receipts and/or acceptance
against trust receipts for period up to 120 days,
covering the release of goods imported under and
complementary to limit 2a).
Interest at SBFR plus 1.25% p.a. during the term of
each trust receipt.
2c) (SGD1,000,000) Shipping guarantees may be issued to secure the
release of goods imported under letters of credit or
collection bills routed through the Bank.
2d) (SGD1,000,000) For opening irrevocable letters of credit, drafts at
sight and/or at usance for period up to 120 days,
covering the import of electronic test equipment and
accessories in favour of Singapore or Malaysian
suppliers.
Note:
Combined outstandings under limits 2a) to 2d) must
not exceed SGD2,000,000 at any one time.
2e) (SGD500,000) Loans against imports by way of promissory notes
covering collection DA and DP bills for period up to
120 days, including original usance period.
Financing of approved suppliers' invoices are also
permitted but at the sole discretion of the Bank
and pricing is at 0.25% flat for commission.
Interest at SBFR plus 1.25% p.a. during the term of
each xxxx.
Condition
Proceeds of invoice financing are to be paid direct
to suppliers and not credited to the Customer's
account.
3) SGD2,000,000 For issuing standby letters of credit for a period
of 365 days in favour of suppliers in consideration
of credits terms granted to the Customer.
3a) (SGD2,000,000) For issuing customs and other non-shipping
guarantees for period not exceeding twelve months.
Counter indemnities to be held.
3b) (SGD2,000,000) For issuing advance payment guarantees / performance
bonds retention bonds for period not exceeding
twelve months.
Counter indemnities to be held.
Standard Chartered
3c) (SGD1,000,000) For issuing tender bonds for period not exceeding
six months.
Counter indemnities to be held.
4) SGD1,126,470 Paid down balance of a 4-year term loan to assist
the Customer in financing construction of a high
tension power sub-station. (Finance 80% of the
original amount of SGD1,615,000)
Interest at prime plus 1.5% p.a. payable monthly in
arrears to the debit of the Customer's current
account.
Tenor
4 years from date of first drawdown.
Drawdown
Drawdown in tranches against contractors invoices &
architect's certification. 3 days notice is to be
given to the Bank before drawdown. Loan to be fully
drawn by 31 December 2001.
Repayment
Repayable in 48 monthly (excluding interest).
First drawndown of SGD904,400 (80% of SGD1,130,500)
on 1 March 2001.
Monthly instalments of SGD18,841 each (excluding
interest) with effect from 31 March 2001 and a final
instalment of SGD18,873 (excluding interest) on 28
February 2005.
Second drawndown of SGD258,400 (80% of SGD323,000)
on 26 March 2001.
Monthly instalments of SGD5,383 each (excluding
interest) with effect from April 2001 to October
2001, thereafter monthly instalment of SGD5,517
(excluding interest) with effect from 30 November
2001 and a final instalment of SGD5,556 (excluding
interest) on 28 February 2005.
Third drawndown of SGD64,600 (80% of SGD80,750) on
31 August 2001.
Monthly instalments of SGD1,345 each (excluding
interest) with effect from 3 October 2001,
thereafter monthly instalment of SGD1,547 (excluding
interest) with effect from 5 December 2001 and a
final instalment of SGD1,577 (excluding interest) on
28 February 2005.
Amount not drawdown: SGD64,600.
Prepayment
Partial repayments will be applied in inverse order
of maturity and may not be redrawn. The Customer is
to give at least 30 days written notice before such
repayment is effected.
Cancellation Fee
A fee of 1% flat on the amount prepaid if full
prepayment is made within one year from the date of
first drawndown.
Standard Chartered
Condition for Limit 4)
The term loan must be fully repaid in the event the
lease of the land known as Private Lots No. A4551 J
and No. A4551 K Mukirn No. 17 on which the high
tension power sub-station is built on is not
renewed.
Condition: For limits 1), 1a) and 4)
In the event that the Bank's prime rate is lower
than its 1-month cost of funds rate, the Bank
reserves the right to convert the prime rate to its
1 -month cost of funds rate.
Note:-
I) Combined outstandings under limits 1) to 1b)
must not exceed SGD500,000 at any one time.
ii) The Bank may at any time at its sole discretion
suspend the availability of prime-based funds
by reason or circumstances affecting the money
market including but not limited to volatile
rate fluctuations or tight liquidity.
PURPOSE OF FACILITIES
The Customer shall use the Facilities solely for its working capital funding
requirements. For purposes of compliance with the provisions of Notice 757
issued by the Monetary Authority of Singapore ("MAS"), if the Customer is not a
Singapore resident (as defined in MAS Notice 757), the Customer shall inform the
Bank in advance if the Customer intends to use any of the Facilities for any of
the following purposes
.. To use Singapore dollar proceeds of any of the Facilities offshore
.. To use Singapore dollar proceeds of any of the Facilities for investment in
S$ financial assets or real estate in Singapore.
.. To transact a Singapore dollar FX swap or cross currency swap for the
purpose of hedging any investment in S$ financial assets or real estate in
Singapore.
.. To transact any S$ cross currency swap or S$ currency option otherwise than
for hedging its exchange rate and/or interest rate risks arising from trade
with, or economic and financial activities in, Singapore
Use of the Facilities for any such purpose will be subject to further conditions
in accordance with MAS Notice 757.
SECURITY
Security for the above Facilities and for facilities which may be extended by
the Bank to the Customer from time to time :-
1) Registered charge over fixed deposits of SGD2,000,000 or its equivalent in
the name of the Customer and supported by a board resolution.
2) Existing corporate guarantee for SGD2,500,000 executed by Trio-Tech
International USA and supported by a board resolution.
3) Existing registered fixed charge over high tension power sub-station
located at Xxxxx Xx. 00 Xxxx Xx. X0000 J and No. A4551 K.
Standard Chartered
Fire insurance policy covering the above asset for the full reinstatement
value with the Bank's interest indicated as mortgagee thereon including
mortgagee, non-cancellation and reinstatement value clauses and premium
paid receipt are to be lodged with the Bank.
CONDITIONS
1 Loans to parent company Trio-Tech International USA (directly and
indirectly) and associated companies must not exceed SGD3,500,000 at all
times.
2) The Customer is to maintain a minimum networth of SGD6,000,000 at all
times.
Networth is defined as the aggregate of paid-up capital and revenue
reserves, excluding revaluation reserves and deducting any loans made to
the directors in their personal capacities or to the parent company,
Trio-Tech International USA directly and indirectly or other related
companies and other intangible assets.
3) Gearing ratio of Trio-Tech International Pte Ltd (Singapore) is not to
exceed 1. Gearing ratio is defined as total external debts : networth.
4) Any dividends to be declared are subject to prior written consent from the
Bank which will not be unreasonably withheld.
5) The Customer is to submit to the Bank its quarterly management accounts and
its operating subsidiaries including Trio-Tech International (M) Sdn Bhd,
Trio-Tech (KL) Sdn Bhd and Trio Tech International (Bangkok) Co. Ltd.
6) The Customer is to submit to the Bank its quarterly lists of stocks and
ageing debtors (trade and non-trade, including related company debts) and
stocks are subject to periodic inspection by the Bank's officers.
INTEREST
The Bank's Singapore Dollar and United States Dollar prime lending rates are
currently 5.75% p.a. and 6% p.a. respectively and are subject to fluctuation
without prior notice but the rates and any changes thereto are notified in the
press and are featured in the Bank's statements of account and on notices
displayed at the Bank's branches.
The Bank's Standard Bills Finance Rate (SBFR) for all Trade Finance related
loans is also subject to fluctuation without prior notice and will be determined
by the Bank according to market forces but the prevailing rate and any changes
thereto are featured in the Bank's Trade Finance statements and are available on
request from our Trade Customer Services Centre. The SBFR for Singapore Dollar
denominated Trade loans is currently 5.75% p.a. and for Foreign Currency Trade
loans is the respective currency's local inter-bank offer rate or Cost of Funds
(i.e. SIBOR) for three months or such other period as the Bank in its discretion
may consider appropriate.
DISCLOSURE
The Customer hereby consent to Standard Chartered Bank, Singapore, its officers
and agents disclosing information relating to the Customer and the Customer's
account or dealing relationship with the Bank, including but not limited to
details of the Customer's Facilities, any security taken, transactions
undertaken and balances and positions with the Bank, to (i) the head office of
the Bank, any of its representative and branch offices in any jurisdiction,
related corporations and its agents and independent contractors who are under a
duty of confidentiality to the Bank; (ii) any potential assignee of the Bank or
other participant in any of its rights and/or obligations in relation to the
Customer's Facilities and (iii) any guarantors, third party pledgors or security
providers.
Standard Chartered
MAS NOTICE 757
Pursuant to MAS Notice 757, S$ credit facilities extended to non-residents and
S$ financial derivatives transacted with non residents are subject to
conditions. The following is a summary of the main conditions under MAS Notice
757.
1. S$ dollar credit facilities must not be used to speculate in S$ in the
currency markets.
2. Proceeds of credit facilities extended in Singapore dollars that exceed S$5
million in aggregate are subject to the following conditions:
(a) where the S$ proceeds are to be used offshore, the proceeds must be
swapped into foreign currency upon drawdown. The proceeds may not be
sold outright in the spot or forward market.
(b) where the S$ proceeds are to be used to finance (or, in the case of FX
swaps or cross currency swaps, to hedge) investments in financial
assets or real estate the relevant facility must be repaid (or, in the
case of FX swaps or cross currency swaps, the relevant transaction
must be closed out) if the investments are in any way converted into
S$ cash proceeds.
3. cross currency swaps under which the Customer borrows Singapore dollars may
only be entered into for the purpose of hedging the Customer's S$ exchange
rate and interest rate risks arising from trade with, or economic and
financial activities in, Singapore
4. S$ currency options may only be entered into for the purpose of hedging the
Customer's S$ exchange rate risks arising from trade with, or economic and
financial activities in, Singapore and are subject to the following
additional conditions:
(a) each option must have cashflows matching the S$/foreign currency flows
upon exercise and the Customer must provide documentary evidence of
such cashfiows; and
(b) options must not be combined with a spot or any other transaction to
constitute a S$ credit facility that would not be permitted under MAS
Notice 757.
Any transactions that do not comply with the conditions set out above must be
approved in advance by the MAS
For the purposes of MAS Notice 757, "credit facilities" includes, without
limitation, loans, bank guarantees or other contingent lines, FX swaps, cross
currency swaps and repurchase agreements.
For the purposes of MAS Notice 757 a company is a Singapore resident only if:
(1) it is at least 50% owned by Singapore citizens (irrespective of its place
of incorporation); or
(2) it is a financial institution operating in Singapore and is governed under
MAS Notice 757 or its equivalent
The Customer undertakes to notify the Bank immediately in the event of any
change, whether direct or indirect, in its shareholding, ownership or control
that may affect its residence status for the purposes of MAS Notice 757and
covenants that it will comply with the above conditions at all times.
ACCEPTANCE
This offer will remain open for acceptance for a period of thirty days from the
date of this letter, after which time it will lapse unless an extension has been
agreed by the Bank in writing.
Standard Chartered
To confirm your acceptance of this offer, please return the attached duplicate
copy of this letter duly signed in acceptance and in accordance with the board
resolution passed on 29 June 2001 to:
Standard Chartered Bank
Corporate & Institutional
Credit Operations
I Tampines Central 5
#03-00 CPF Xxxxxxxxx Xxxxxxxx
Xxxxxxxxx 000000
Attention : Xx Xxxx Xxx
This Facility letter supersedes all previous Facility letters.
AVAILABILITY
In accordance with normal banking practice, the Facilities are made available
solely at the discretion of the Bank and are subject to repayment on demand by
the Bank.
Without prejudice to this obligation of the Customer, the Facilities shall be
subject to review by the Bank from time to time.
We are pleased to make this offer of banking arrangements and look forward to
receiving your formal acceptance in due course.
Yours faithfully
For and on behalf of
Standard Chartered Bank
/s/ Xxxxxxxx Xxx
----------------------------
Xxxxxxxx Xxx
Deputy Head
Corporate Financial Services
We confirm the Customer's acceptance of the Facilities on the terms and
conditions outlined in this letter dated 19 November 2001:-
/s/ Xxxx Xxxx Wai
____________________________________________________
for and on behalf of Trio-Tech International Pte Ltd
