GENERAL FACILITY LETTER.doc

our ref: private & confidentialgeneral facility letterprivate and confidentialour ref: date: to: name of borrower address attn:dear sirscredit facilitieswe are pleased to set out the terms and conditions below upon which we would make available to you the facilities set out below (collectively “the facilities” and each a “facility”) *, for a total amount not to exceed any one time s$n n.b. if the facility amount is clearly set out in paragraph 1 below, the wordings in square brackets are optional.the availability of the facilities is also subject to completion of legal documentation *and based on the standard terms and conditions governing banking facilities (n.b. you must include the words highlighted in yellow if there are no solicitors acting for ocbc in your transaction).this opening paragraph is not to be altered, otherwise the non-legally binding nature of this letter is affected1.limits/quantum limit ( )overdraft *of us$ n up to singapore dollarss$ equivalent to s$ n( )letter of credits$ (sight and/or usance up to n days)*within letter of credit limit, sublimit for:( )local letter of credits$ (sight and/or usance up to n days)( )trust receiptss$ (under letter of credit *and inward collection billsup to ndays)( )draft loans (purchase)s$ (up to n days)( )shipping guarantee/airway billss$ (under letter of credit *and inward collection bills)( )accounts receivables financings$ (tenor : up to n days) (margin of advance : n % of gross value of invoice less face value of credit notes relating thereto (net invoice value)( )performance bond(s)/bid bond(s)s$ (tenor : up to nmonths)( )bankers guarantee s$ (maximum tenor excluding claim period: v years.maximum claim period: n months)( )standby letters of credits$ (maximum tenor: n months)( )draft loans (sales) s$ (up to n days)( )export bills purchaseds$ (up to n days for *discounting of export bills drawn underletters of credit with/without discrepancies and those without bank lines/for discounting of export collections bills (da/dp)/and for purchase of foreign cheques and clean bills of exchange)( )packing loan/pre-export financings$ (tenor: up to n days)( )trade bills discountings$ (up to n days)( )specific advance facility *multi-currency specifics$ advance facility( )revolving credit facility *multi-currency revolvings$ credit facility(tenor : up to n years)( )term loans$ (tenor : n years)( )foreign exchanges$ ( )interest rate derivatives s$ total:s$ *combined outstanding under ( ) to ( ) shall not exceed s$n and/or individual sublimit at any one time.*the facilities shall not exceed v% of the value of state security, as determined by the bank, at any time.2.purposestate purpose for which the facilities are granted ( )overdraft:for working capital requirements( )letter of credit:for establishing irrevocable sight and/or usance letter of credit up to n days or such other period as notified by the bank to you( )trust receipt:for issuing trust receipt under our letter of credit and inward bills for collection up to n days. ( )shipping guarantee/airway bills: for issuance of shipping guarantee under letter of credit and inward bills for collection.( )draft loans :for financing of invoices up to n days or such other period as notified by the bank to you.( )export bills purchased:for discounting of sight and/or usance export bills up to n days or such other period as notified by the bank to you. ( )foreign exchange:for *spot and forward contract including non-deliverable forward/currency options and non-deliverable forward options/fx swaps up to n months. ( )interest rate derivatives:for interest rate derivative transactions (including,*interest rate swaps/forward rate agreements/interest rate options/cross currency swaps) up to n months. ( )others: 3.pricing( )overdraft :n% p.a. over the banks prevailing prime lending rate calculated on daily balance with monthly rests.orn% p.a. over the banks prevailing us$ prime lending rate calculated on daily balance with monthly rests.( )letter of credit :as per the banks prevailing schedule of charges. orcommission at n% per month, subject to a minimum n months, on the amount of the letter of credit. ( )local letter of credit:as per the banks prevailing schedule of charges. orcommission at n% per month, subject to a minimum n months, on the amount of the letter of credit. ( )trust receipts:for singapore dollars n % p.a. over the banks prevailing prime lending rate. orn % p.a. over the banks prevailing *cost of funds/swap offer rate as determined by the bank.for foreign currencyn % p.a. over the banks prevailing sibor as determined by the bank.or n % p.a. over the banks prevailing foreign currency prime lending rate. ( )draft loans (purchase) for singapore dollarsn % p.a. over the banks prevailing prime lending rate. orn % p.a. over the banks prevailing *cost of funds/swap offer rate as determined by the bank.for foreign currencyn % p.a. over the banks prevailing sibor as determined by the bank.orn % p.a. over the banks prevailing foreign currency prime lending rate. ( )shipping guarantee/airway bill:as per the banks prevailing schedule of charges.( )accounts receivables financing:n % p.a. over the banks prevailing prime lending rate.orn % p.a. over the banks prevailing *cost of funds/swap offer rate/sibor as determined by the bank.and commission charged at n% of net invoice value for approved debtors, subject to a minimum fee of s$n per invoice.( )performance bond(s)/bid bond(s):as per the banks prevailing schedule of charges.orcommission at n% per annum subject to a minimum of s$n. ( )bankers guarantee :as per the banks prevailing schedule of charges.orcommission at n% per annum subject to a minimum of s$n.( )standby letters of credit:as per the banks prevailing schedule of charges.orcommission at n% per month, subject to a minimum n months on the amount of the standby letter of credit.orcommission at n% per year subject to a minimum of s$n. ( )draft loans (sales) :for singapore dollarsn % p.a. over the banks prevailing prime lending rate. orn % p.a. over the banks prevailing *cost of funds/swap offer rate as determined by the bank.for foreign currencyn % p.a. over the banks prevailing sibor as determined by the bank.orn% p.a. over the banks prevailing foreign currency prime lending rate. ( )export bills purchased:for singapore dollarsn% p.a. over the banks prevailing prime lending rate. orn% p.a. over the banks prevailing *cost of funds/swap offer rate as determined by the bank.for foreign currencyn% p.a. over the banks prevailing sibor as determined by the bank.orn% p.a. over the banks prevailing foreign currency prime lending rate. ( )packing loan/pre-export financing:for singapore dollarsn% p.a. over the banks prevailing prime lending rate.orn% p.a. over the banks prevailing *cost of funds/swap offer rate as determined by the bank.for foreign currencyn% p.a. over the banks prevailing sibor as determined by the bank.orn% p.a. over the banks prevailing foreign currency prime lending rate. ( )trade bills discounting:n% over the banks trade bills discounting rate.( )specific advance facility *multi-currency specific advance facility :for singapore dollarscost of fundsn% p.a. over the banks prevailing cost of funds for interest periods of *1, 2, 3, 6, 9 & 12 months at the borrowers option.orswap offer raten% p.a. over the banks prevailing swap offer rate as determined by the bank for interest periods of *1, 2, 3, 6, 9 & 12 months or such other interest periods at may be agreed by the bank.orat the prevailing market rate as determined by the bankfor foreign currency siborn% p.a. over the banks prevailing sibor as determined by the bank for interest periods of *1, 2, 3, 6, 9 & 12 months or such other interest periods as may be agreed by the bank. orat the prevailing market rate as determined by the bank( )revolving credit facility *multi-currency revolving credit facility :for singapore dollars cost of fundsn% p.a. over the banks prevailing cost of funds for interest periods of *1, 2, 3, 6, 9 & 12 months at the borrowers optionor swap offer raten% p.a. over the banks prevailing swap offer rate as determined by the bank for interest periods of *1, 2, 3, 6, 9 & 12 months or such other interest periods at may be agreed by the bank.orat the prevailing market rate as determined by the bankfor foreign currency siborn% p.a. over the banks prevailing sibor as determined by the bank for interest periods of *1, 2, 3, 6, 9 & 12 months or such other interest periods as may be agreed by the bank.orat the prevailing market rate as determined by the bank( )term loan :prime ratev% p.a. over the banks prevailing prime lending rate calculated on daily balance with monthly rests.orfixed rate1st year with effect from the date of *disbursement/ compliance of all of the banks requirements for purposes of this conversion (“effective date”)2nd year from the effective datethereafterfixed at n% p.a. with monthly restsfixed at n% p.a. with monthly rests.at the banks prevailing prime lending rate/v% p.a. over the banks prevailing prime lending rate/v% p.a. below the banks prevailing board lending rate with monthly rests.given the volatility in the market condition, the fixed rate is subject to revision by the bank depending on the prevailing interest rate conditions on effective date.orfixed at n% p.a. with monthly rests over a period of n years with effect from the date of disbursement/compliance of all of the banks requirements for purposes of this conversion (effective date)given the volatility in the market condition, the fixed rate is subject to revision by the bank depending on the prevailing interest rate conditions on effective date.orboard lending rate for the first x months commencing from the date of *first disbursement/compliance of all of the banks requirements for purposes of this conversion (“effective date”), the interest payable shall be at n% p.a. below the banks prevailing board lending rate with monthly rests.for the next x months, the interest payable shall be at n% p.a. below the banks prevailing board lending rate with monthly rests.thereafter, the interest payable shall be at *the banks prevailing prime lending rate/v% p.a. over the banks prevailing prime lending rate/v% p.a. below the banks prevailing board lending rate/the banks prevailing board lending rate with monthly rests.orn% p.a. below the banks prevailing board lending rate with monthly rests.orcost of fundsv% p.a. over the banks prevailing cost of funds as determined by the bank for interest periods of *1, 2, 3, 6, 9 & 12 months at the borrowers option. for term loan that has a duration beyond one year, the pricing should be as followsv% p.a. over (a) the banks prevailing cost of funds as determined by the bank for interest periods of *1, 2, 3, 6, 9 & 12 months at your option and (b) the cost of liquidity cost. orswap offer raten% p.a. over the banks prevailing swap offer rate as determined by the bank for interest periods of *1, 2, 3, 6, 9 & 12 months or such other interest periods as may be agreed by the bank.siborn% p.a. over the banks prevailing sibor as determined by the bank for interest periods of *1, 2, 3, 6, 9 & 12 months or such other interest periods as may be agreed by the bank.for term loan that has a duration beyond one year, the pricing should be as followsv% p.a. over (a) the banks prevailing sibor as determined by the bank for interest periods of *1, 2, 3, 6, 9 & 12 months or such other interest periods as ay be agreed by the bank and (b) the cost of liquidity cost. *the banks current *prime lending rate/board lending rate is n% p.a. the rate(s) applicable to the relevant facility shall hereinafter be referred to as the prescribed rate. the bank shall, at its absolute discretion at any time upon notification (but without your consent), be entitled to revise the prescribed rate, the periodic rests applicable to the relevant facility, and the commission, fee or bank charges in respect of any of the facilities granted to you. such notification shall be conclusive and binding on you.for the purpose of this facility letter:(a) “cost of funds” means in relation to any period the rate payable by the bank for the cost borrowing in the currency of the relevant facility for such period in respect of the relevant amount and (i) in the case of borrowing in singapore dollars, it means in relation to any period the rate payable by the bank for the cost of borrowing in singapore dollars for such period in respect of the relevant amount plus the cost of maintaining statutory reserves and liquid assets and/or complying with other requirements as may be imposed from time to time by the monetary authority of singapore (“mas”) or such other authorities having jurisdiction over banks in singapore and (ii) in the case of borrowing in foreign currencies, it means in relation to any period the rate payable by the bank for the costs of borrowing such foreign currencies for such period in respect of the relevant amount plus the cost of maintaining statutory reserves and liquid assets and/or complying with other requirements as may be imposed from time to time by mas or such other authorities having jurisdiction over banks in singapore.to be included if there is cost of liquidity cost(b)“cost of liquidity cost” means all prevailing premiums, spreads, costs and expenses incurred by the bank to raise long term funds in the market to fund the term loan. for saf & rcfif, in relation to any advance, the bank is unable to determine the *swap offer rate/sibor by 11.00 a.m. then the rate of interest applicable to that advance for that interest period shall be determined by the bank in consultation with the borrower.market disruptionif a market disruption event occurs in relation to the facilities for any interest period, then the bank has the absolute discretion at any time upon notification (but without your consent) be entitled to revise the pricing and/or the prescribed rate. such notification shall be conclusive and binding on you. for the purpose of this facility letter, “market disruption event” means:(a)by reason of circumstances affecting the relevant interbank market generally, it is impracticable for the bank to fund or continue to fund the facilities or any advance during any interest period;(b) by reason of circumstances affecting the relevant interbank market generally, the bank determines that the cost to it of obtaining matching deposits in the relevant interbank market would be in excess of the relevant please specify e.g sibor, swap offer rate etc;(c) adequate and fair means do not exist for ascertaining the interest rate for any interest period;(d) deposits in state relevant currencies e.g singapore dollars, us dollars are not available to the bank in the relevant interbank market in sufficient amounts to fund the facilities (or any part of the facilities) for any interest period;(e)at or about noon on the quotation day for the relevant interest period the screen rate is not available or the screen rate is zero or negative; or(f)by reason of any circumstances whatsoever, the bank in its sole discretion is of the view that its cost of funding or any other costs in relation to the funding of the facilities have increased or are likely to increase.for the purposes of this clause 3:(a)“quotation day” means, in relation to any period for which interest rate is to be