10.17 Credit Facility Letter dated July 24, 2002, between Trio-Tech
International Pte. Ltd. and OCBC Bank.
Oversea-Chinese Banking Tel (00) 0000 0000
Corporation Limited Fax (00) 0000 0000
00 Xxxxxx Xxxxxx xxx.xxxx.xxx
XXXX Xxxxxx
Xxxxxxxxx 000000
OCBC Bank
Our Ref : LKW/in/Trio-Tech/Jul 02
24 July 2002
Trio-Tech International Pte Ltd PRIVATE & CONFIDENTIAL
0000 Xxx Xxxxx Xxxxx
#00-00
Xxxxxxxxx 000000
Dear Sir
BANKING FACILITIES
Following a review of your account, we are pleased to advise that
Oversea-Chinese Banking Corporation Limited (hereinafter called "The Bank")
has agreed to extend to your company the revised credit facilities totalling
S$8,000,000/- (Singapore Dollars Eight Million Only) (hereinafter called "the
Facilities") as stated below, subject to satisfactory completion of
documentation, legal or otherwise and upon the following terms and
conditions: -
1 . LIMITS/QUANTUM
(a) Overdraft S$1,000,000/
(b) Letter of Credit S$1,000,000/-
(For establishing irrevocable sight and/or usance Letters of Credit
up to 60 days or such other period as notified by the Bank to the
Borrower)
Within Letter of Credit Limit : S$1,000,000/-
Trust Receipts (S$1,000,000/-) under LC and collection bills (For
issuing Trust Receipts up to 120 days. The combined tenor for usance
Letters of Credit and Trust Receipts issued thereunder shall not
exceed 120 days or such other period as notified by the Bank to the
Borrower)
Shipping Guarantee (S$1,000,000/-)
under LC and collection bills/
Airway Xxxx
Draft Loan (S$1,000,000/-) (For financing of collection bills and
invoices up to 120 days or such other period as notified by the Bank
to the Borrower)
(c) Account Receivables Financing - S$4,500,000/-
(Tenor : up to 90 days or such other period as notified by the Bank
to the Borrower)
(d) Foreign Exchange S$5,000,000/-
(For spot and forward contracts up to 6 months or such other period
as notified by the Bank to the Borrower.)
(e) Term Loan S$1,000,000/-
(Tenor : 3 years)
OCBC Bank 2
Trio-Tech International Pte Ltd PRIVATE & CONFIDENTIAL
OUR REF: LWK/in/Trio-Tech/Jul 02
2. PURPOSE
OD /LC/TRC/ - For your working capital requirements and
trade financing requirements.
SGC/AWB/DL/
ARF
TL - To finance Trio-Tech International Pte
Ltd's purchase of 30 units of cooling
systems and other equipment supplies for
testing and Advance Micro Device ("AMD")
chips, K8.
3. PRICING
(a) Overdraft - 1. 125% p.a. over the Bank's prevailing
prime lending rate calculated on daily
balance with monthly rests.
(b) Letter of Credit - Letter of Credit commission at 1/8% per
month, minimum 2 months on the amount of
Letter of Credit for amount less than or equal to S$200,000/- or at
1/16% per month, minimum 2 months on the amount of Letter of Credit
for amount more than S$200,000/-.
(c) Trust Receipts - (i) 0.625% per annum over the Bank's
prevailing prime lending rate
under LC and calculated on daily
balance with monthly rests for
Singapore collection bills/ Dollars
financing.
Draft Loan (ii) 2.5% per annum above the Bank's
prevailing Singapore Interbank
Offered Rate (SIBOR) as determined
by the Bank for Foreign Currencies
financing.
(d) Shipping Guarantee - As per the Bank's Schedule of Charges under LC
and collection bills/Airway Xxxx
(e) Accounts (i) 0.625% per annum over the Bank's
prevailing prime lending rate
Receivable Financing calculated on daily balance with
monthly rests for Singapore Dollars
financing.
(ii) 2.5% per annum above the Bank's
prevailing Singapore Interbank
Offered Rate (SIBOR) as determined
by the Bank for Foreign Currencies
financing.
(f) Term Loan 0.5% p.a. over the Bank's prevailing
prime lending rate calculated on daily balance with monthly rests.
4. SECURITY/SUPPORT (collectively "the Security")
The Facilities and all monies owing shall be secured by existing
charge over all the company's accounts receivables excluding
Catalyst Semiconductor, present and future. [Registered].
OCBC Bank 3
Trio-Tech International Pte Ltd PRIVATE & CONFIDENTIAL
OUR REF: LWK/in/Trio-Tech/Jul 02
5. AVAILABILITY OF FACILITIES AND DRAWDOWN
5.1 The Facilities will be available for your use upon completion of all
matters and documentation to the satisfaction of the Bank, and upon
receipt of the following (where applicable) in form and substance
acceptable to the Bank, including but not limited to:
(a) Copy of your Certificate of Incorporation and Memorandum and Articles
of Association and that of the guarantors, mortgagors, third party
depositors and any persons (other than you) providing security for the
Facilities (collectively "the Surety"), certified as a true copy by a
Director or the Company Secretary.
(b) Copy of your Board Resolutions and that of the Surety, if a
corporation, in the Bank's prescribed format and duly certified as a
true copy by a Director or the Company Secretary
(c) All security documents duly executed and duly stamped (where
applicable).
(d) Term Loan Agreement duly executed.
(e) The Foreign Exchange facility is subject to foreign exchange
availability which is determined solely by the Bank. Before a forward
contract is rolled over on maturity, you will cover the unrealised
loss, if any. The Bank reserves the right to deliver funds only upon
receipt of funds by the Bank.
(f) The Bank's margin of advance will be 80% of the respective net invoice
values for approved debtors.
5.2 You shall provide any other document(s) as may be required by the Bank
from time to time and adhere to and abide by all other conditions
precedent as the Bank may in its sole discretion impose.
6. REPAYMENT
(a) The Term Loan Facility is to be repaid by 36 equal monthly principal
instalments of S$30,195-90 each. The first principal instalment shall
commence on the first day of the following month from the date of
first disbursement of the loan. Interest is to be serviced monthly.
(b) The Overdraft is subject to monthly or such other periodic interest
servicing as the Bank may specify and is repayable on demand.
7. PREPAYMENT
If the Term Loan Facility is fully repaid within the first 24 months,
a prepayment fee of 1 % flat will be charged on the amount prepaid in
addition to any break funding cost. The prepayment fee will be waived
if prepayment occurs after 24 months, source of repayment is from new
private equity funds raised and with evidence satisfactory to the
Bank.
OCBC Bank
4
Trio-Tech International Pte Ltd PRIVATE & CONFIDENTIAL
OUR REF: LWK/in/Trio-Tech/Jul 02
8. OTHER FEES
A cancellation fee of 0.125% flat will be charged on the unused
portion of the Term Loan Facility and payable at the end of the Term
Loan Facility availability period. Any portion of the Term Loan
Facility not utilised by the end of the Term Loan Facility
availability period shall be cancelled.
9. DEFAULTINTEREST
Default interest shall be payable at the rate of 4.75% over the
Bank's prime rate prevailing from time to time or such other rates as
may be determined by the Bank in its sole discretion on the
following:-
(a) any part of the Facilities that is not paid on due date or upon
demand, as the case may be; and
(b) any utilisation in excess of the approved limit of the Facilities.
10. FINANCIAL COVENANTS
(a) Negative Pledge
Save for charges, assignments or encumbrances which are currently
subsisting and which have been previously disclosed to the Bank in
writing, no further charges, assignments or encumbrance whatsoever
are to be created over any of your present or future assets as long
as any facilities are outstanding from you to the Bank, except with
the Bank's prior written consent which shall not be unreasonably
withheld.
The negative pledge covenant shall be waived for new machinery and
equipment to be acquired by the company that are in line with its
core business activity
(b) Your networth is to be maintained at not less than S$10,000,000/-.
Networth is defined as the sum of your paid-up capital, retained
earnings, revaluation surplus and directors' and shareholders' loans
less borrowings.
(c) Your total liabilities to tangible networth shall be less than 2.5x
at all times.
11. CONDITIONS FOR ACCOUNTS RECEIVABLE FINANCING
Financing of Accounts Receivable is/are restricted to Advanced Micro
Devices Singapore Pte Ltd, Agilent Technologies (S) Pte Ltd, Infineon
Technologies Asia Pacific Pte Ltd, Broadcom Singapore Pte Ltd, Xxxxxx
Xxxxx (M) Sdn Bhd, Avimo Electro-Optics Pte Ltd, Analog Devices
Taiwan Inc, Motorola Technology Sdn Bhd, Seagate Technology
International Pte Ltd, ASAT Ltd, Intersil Services Company Sdn Bhd,
National Semiconductor Manufacturing (S) Pte Ltd, ST Microelectronics
Pte Ltd, Hewlett Packard Singapore Pte Ltd.
OCBC Bank 5
Trio-Tech International Pte Ltd PRIVATE & CONFIDENTIAL
OUR REF: XXX/xx/Xxxx-Xxxx/Xxx 00
00. CONDITIONS FOR DRAFT LOAN
(a) Financing of Draft Loan is/are restricted to Yamaichi Electronics
Singapore Pte Ltd, Future Electronics Inc, Votsch Indusrietechnik
GmhH, Spire Technologies Pte Ltd, Technitron Inc, Lambda EMI,
Al-Tech Instrumentation & Engineering Pte Ltd, Ling Electronics Inc,
Incal Technology Inc, X.X. Xxxx Engineering & Trading Co.
(b) Presentation of invoice from the supplier for the purchase of goods,
to the Bank with a letter confirming that you have not obtained
financing of goods from other financial institution.
(c) The financing proceeds will be paid directly to the supplier.
13. CONDITIONS FOR 3-YEARS TERM LOAN
(a) The Term Loan shall be disbursed against 90% of original invoices or
up to S$1,000,000-00 whichever is lower and upon completion of all
documentation, legal or otherwise.
(b) The Term Loan shall be disbursed against 90% of invoice value from
Trio-Tech International Pte Ltd's suppliers including Honeywell Pte
Ltd and other equipment suppliers for the testing of K8. Payment to
be made directly to the suppliers or if payment of the cooling
systems have already been paid by Trio-Tech International Pte Ltd,
reimbursement can be sought subject to presentation of original
invoices and evidence of payment satisfactory to the Bank.
14. OTHERS TERMS & CONDITIONS
(a) Debtors' Ageing List is to be provided to the Bank on quarterly
basis or at such time as requested by the Bank from time to time.
(b) Unutilised Letter of Credit/Trust Receipt under Letter of Credit or
collection bills and Draft Loan can be converted for Accounts
Receivable Financing usage.
To the extent that the same are not inconsistent with the express terms
herein, the Bank's Standard Terms and Conditions Governing Banking Facilities
and any amendments, supplements or replacements thereto from time to time
shall form part of and be deemed to be incorporated in this offer.
The Bank reserves the right to request you, from time to time, to furnish it
with documentary evidence (in form and substance acceptable to the Bank)
showing your compliance with all the terms and conditions required by the
Bank and to execute any further document(s) deemed necessary by the Bank.
This Letter of Offer shall cancel all the previous Letters of Offer.
We trust that the above terms and conditions are acceptable to you. This
offer will lapse after 21 days from the date of this Facility Letter, unless
otherwise arranged.
OCBC Bank 6
Trio-Tech International Pte Ltd PRIVATE & CONFIDENTIAL
OUR REF: LWK/in/Trio-Tech/JuI 02
Please signify your acceptance by signing and returning to us the duplicate copy
of this Facility Letter together with a certified copy of your Board
Resolution(s) in the form attached.
We are pleased to be of service to you and look forward to hearing from you in
due course.
Yours faithfully
for OVERSEA -CHINESE BANKING CORPORATION LIMITED
/s/: Xxxxx Xxxx Xxxx /s/: Xxx Xxxx Fook
___________________________ __________________
Xxxxx Xxxx Xxxx Xxx Xxxx Xxxx
Senior Relationship Manager Business Head
Enterprise Banking Enterprise Banking
We hereby accept the Facilities on the terms and conditions contained in this
Facility Letter and in the Standard Terms and Conditions Governing Banking
Facilities.
/s/: Xxxx Xxxx Wai
____________________________________________________
For and on behalf of Trio-Tech International Pte Ltd
Name of Authorised Signatory(ies): Xxxx Xxxx Xxx
Date: 1/st/ August 2002
TRIO-TECH INTERNATIONAL PTE LTD
(Incorporated in Singapore) -
WE, THE UNDERSIGNED, BEING ALL THE DIRECTORS OF THE COMPANY, DO ON THIS DATE,
AGREE AND CONSENT TO PASS THE FOLLOWING RESOLUTION AS DIRECTORS' RESOLUTION IN
WRITING
IT WAS NOTED THAT Oversea-Chinese Banking Corporation Limited ("OCBC") has
agreed to grant to the Company credit facilities in an amount not exceeding SGD
8,000,000 ("the Facilities") on the terms and conditions of OCBC's Facility
Letter dated 24 July 2002.
IT IS RESOLVED -
ACCEPTANCE OF CREDIT FACILITIES
1. That the Company do accept the Facilities on the terms and conditions
mentioned in the Facility Letter.
2. That Xx Xxxx Xxxx Xxx as authorised by the Company be and is hereby
authorised on behalf of the Company:-
(a) to sign the Facility Letter, all security and/or collateral documents,
any forms, notices, instruments and all documents in connection with,
incidental or ancillary to the Facilities and to approve any
amendment, alteration or modification to the same and to sign all
instruments and all relevant documents in relation thereto;
(b) to approve and accept any revision or variation to the terms of the
Facility Letter or any increase in, revision or restructuring of the
Facilities and to sign all supplemental facility letters, security
and/or collateral documents, any forms, notices, instruments and all
documents in relation thereto; and
(c) to exercise all discretion and to do all acts and things necessary or
expedient in relation to the Facilities and to give effect to all
other matters referred to in these resolutions.
3. That the Common Seal of the Company be and is hereby authorised to be
affixed, where required, to all documents and instruments in connection
with the Facilities in accordance with the Articles of Association of the
Company.
Dated this 1 August 2002
/s/: Xxxx Xxxx Wai /s/: A Xxxxxxx Xxxxxx
_______________________ ____________________________
XXXX XXXX WAI A XXXXXXX XXXXXX
Director Director
TRIO-TECH INTERNATIONAL PTE LTD OCBC
(Incorporated in Singapore)
CERTIFIED EXTRACT OF THE DIRECTORS' RESOLUTION IN WRITING DULY PASSED ON 1
AUGUST 2002
IT WAS NOTED THAT Oversea-Chinese Banking Corporation Limited ("OCBC") has
agreed to grant to the Company credit facilities in an amount not exceeding SGD
8,000,000 ("the Facilities") on the terms and conditions of OCBC's Facility
Letter dated 24 July 2002.
IT IS RESOLVED -
ACCEPTANCE OF CREDIT FACILITIES
1. That the Company do accept the Facilities on the terms and conditions
mentioned in the Facility Letter.
2. That Xx Xxxx Xxxx Xxx as authorised by the Company be and is hereby
authorised on behalf of the Company:-
(a) to sign the Facility Letter, all security and/or collateral documents,
any forms, notices, instruments and all documents in connection with,
incidental or ancillary to the Facilities and to approve any
amendment, alteration or modification to the same and to sign all
instruments and all relevant documents in relation thereto;
(b) to approve and accept any revision or variation to the terms of the
Facility Letter or any increase in, revision or restructuring of the
Facilities and to sign all supplemental facility letters, security
and/or collateral documents, any forms, notices, instruments and all
documents in relation thereto; and
(c) to exercise all discretion and to do all acts and things necessary or
expedient in relation to the Facilities and to give effect to all
other matters referred to in these resolutions.
3. That the Common Seal of the Company be and is hereby authorised to be
affixed, where required, to all documents and instruments in connection
with the Facilities in accordance with the Articles of Association of the
Company.
CERTIFIED TRUE COPY
/s/: Xxxx Xxxx Wai
-------------------------
Director
/s/: A Xxxxxxx Xxxxxx
-------------------------
Director/Secretary
Delete where inapplicable
TRIO-TECH
INTERNATIONAL
PRIVATE LIMITED
14 August 2002
Oversea-Chinese Banking Corporation Limited
00 Xxxxxx Xxxxxx
XXXX Xxxxxx
Xxxxxxxxx 000000
Attn: Xx. Xxx Ngee Piang
Tel: 0000 0000
Fax: 0000 0000
Dear Sirs,
BANKING FACILITIES LETTER (YOUR REF:LKW/in/Trio-Tech/Jul 02)
We refer to the above-mentioned; we hereby attached the following document
for your action: -
1. Banking Facilities Letter (Your Ref:LKW/in/Trio-Tech/Jul 02) Dated
24th July 2002.
2. Directors' Resolution for acceptance of credit facilities dated 0
August 2002
3. Certified Extract of the Directors' Resolution passed on 1/st/ August
2002
Kindly acknowledge receipt of this letter and documents attached by signing
and returning duplicate copy of this letter to us at address mentioned
below or fax it to us via fax no: 0000 0000.
Should you need any clarification please do not hesitate to contact Xx.
Xxxx Xxxx Xxxx at telephone number 00000000.
Thank you.
Yours faithfully,
For Trio-Tech International Pte Ltd
/s/: Xxxxxx Xxxx Xxxx Xxxx
----------------------------
Xxxxxx Xxxx
Vice President, CFO
VT/wys
Oversea-Chinese Banking Tel (00) 0000 0000
Corporation Limited Fax (00) 0000 0000
00 Xxxxxx Xxxxxx xxx.xxxx.xxx
XXXX Xxxxxx
Xxxxxxxxx 000000
CBC Bank
22 August 2002
Trio-Tech International Pte Ltd Private And Confidential
0000 Xxx Xxxxx Xxxxx
#00-00
Xxxxxxxxx 000000
Dear Sir
BANKING FACILITIES
We refer to our Letter of Offer dated 24 July 2002.
Please be advised that the pricing (paragraph 3 [b] and repayment (paragraph
6[a]) of facilities should be read as follows :
3. PRICING
(b) Letter of Credit - Letter of Credit commission at 1/8% per month,
minimum 2 months on the amount of Letter of Credit for amount less than
S$200,000/- or at 1/16% per month, minimum 2 months on the amount of
Letter of Credit for amount more than or equal to S$200,000/-.
6. REPAYMENT
(a) The Term Loan Facility is to be repaid by 36 equal monthly principal and
interest instalments of S$30,195-90 each. The first principal instalment
shall commence on the first day of the following month from the date of
first disbursement of the loan. Interest is to be serviced monthly.
All the other terms and conditions remain the same.
We are pleased to be of service to you and look forward to hearing from you in
due course.
Yours faithfully
For OVERSEA-CHINESE BANKING CORPORATION LIMITED
/s/: Xxxxx Xxxx Xxxx /s/: Xxx Xxxx Fook
________________________________ ________________________________
Xxxxx Xxxx Xxxx Xxx Xxxx Xxxx
Senior Relationship Manager Business Head
Enterprise Banking (Electronics) Enterprise Banking (Electronics)
