general facility letter - ocbc bank document… · web view · 2010-03-02( ) block discounting :...

GENERAL FACILITY LETTER

PRIVATE AND CONFIDENTIAL

Our Ref: [ ]

Date: [ ]

To: [ Name of Borrower ][ Address ]

Attn:

Dear Sirs

CREDIT FACILITIES

We 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 at any one time S$[].

The availability of the Facilities is also subject to completion of legal documentation and based on the Standard Terms and Conditions Governing Banking Facilities.

[This opening paragraph is not to be altered, otherwise the non-legally binding nature of this letter is affected]

1. LIMITS/QUANTUM Limit

( ) Overdraft *[of US$ [] up to Singapore Dollars S$ [ ]equivalent to S$ []

( ) Letter of Credit S$ [ ](Sight and/or usance up to [] days)

*[Within Letter of Credit limit, sublimit for:]

( ) Local Letter of Credit S$ [ ](Sight and/or usance up to [] days)

( ) Trust Receipts S$ [ ](Under Letter of Credit *[and Inward Collection Bills]up to []days)

( ) Draft Loans (Purchase) S$ [ ](Up to [] days)

OCBC Legal / Nov 09

Our Ref: <Page no.><Company Name> PRIVATE & CONFIDENTIAL

( ) Shipping Guarantee/Airway Bills S$ [ ](Under Letter of Credit *[and Inward Collection Bills])

( ) Accounts Receivables Financing S$ [ ](Tenor : up to [] days)

(Margin of Advance : [] % 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 []months)

( ) Banker’s Guarantee S$ [ ](Maximum Tenor excluding claim period: [v] years.Maximum Claim Period: [] months)

( ) Standby Letters of Credit S$ [ ](Maximum Tenor: [] months)

( ) Draft Loans (Sales) S$ [ ](Up to [] days)

( ) Export Bills Purchased S$ [ ](Up to [] 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 Financing S$ [ ](Tenor: up to [] days)

( ) Trade Bills Discounting S$ [ ](Up to [] days)

( ) Specific Advance Facility *[Multi-currency Specific S$ [ ]Advance Facility]

( ) Revolving Credit Facility *[Multi-currency Revolving S$ [ ]Credit Facility](Tenor : up to [] years)

( ) Term Loan S$ [ ](Tenor : [] years)

( ) Land Loan (LL) S$ [ ]

( ) Development Charge/Differential Premium Loan (DCL) S$ [ ]

( ) Construction Loan (CL) S$ [ ]

( ) Foreign Exchange S$ [ ]

( ) Interest Rate Derivatives S$ [ ]

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( ) Block Discounting Facility S$ [ ]

( ) Fleet Financing (Non-Revolving HP) S$ [ ]

( ) Floor Stock Facility S$ [ ]

Total: S$ [ ]

*Combined outstanding under ( ) to ( ) shall not exceed S$[] [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. PURPOSE

[state 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 [] 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 [] 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 [] days or such other period as notified by the Bank to you.

( ) LL : To part finance up to [v]% of the purchase price of the land at Lots XXXX & XXXN, Mukim / Town Subdivision XX, XXX Road, Singapore (the “Property”) or [v]% of the open market value of the Property or $[x], whichever is lowest.

( ) DCL : To part finance up to [v]% of [Development Charge/ Differential Premium] payable to the Urban Redevelopment Authority or such other relevant competent authority in respect of the Property or $[x], whichever is lower.

( ) CL : To part finance up to [v]% of the development costs of the proposed development of [v] (the “Project”) or $[x], whichever is lower.

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The aggregate of the development costs shall include *[construction costs, professional fees, taxes, miscellaneous and marketing costs] and any other payments as may be permitted by any competent authority provided under any law or regulation relating to the development of *[commercial/residential] properties as may be approved by the Bank.

*[Disbursements shall be made against confirmation from an Architect/Quantity Surveyor on the value of the work undertaken in respect of the Project, together with such invoices for approved expenses or such other documentary evidence acceptable to the Bank.]

( ) Banker’s Guarantee : For the issuance of one or more Banker’s Guarantees in favour of statutory boards/ government bodies in relation to proposed development of [v] (“the Project”).

( ) Export Bills Purchased

: For discounting of sight and/or usance export bills up to [] 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 [] months.

( ) Interest Rate Derivatives

: For interest rate derivative transactions (including,*[interest rate swaps]/[forward rate agreements]/[interest rate options]/[cross currency swaps]) up to [] months.

( ) Block Discounting : For purchase by the Bank from you of your rights under hire purchase agreements and the goods comprised therein

( ) Fleet Financing : For purchase (on hire purchase basis) of new and used passenger or commercial vehicles for rental

( ) Floor Stock : For working capital requirements to finance inventory of vehicles

( ) [Others] : [ ]

3. PRICING

( ) Overdraft : []% p.a. over the Bank's prevailing prime lending rate calculated on daily balance with monthly rests.

[or]

[]% p.a. over the Bank's prevailing US$ prime lending rate calculated on daily balance with monthly rests.

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( ) Letter of Credit : As per the Bank’s prevailing schedule of charges.

[or]

commission at []% per month, subject to a minimum [] months, on the amount of the Letter of Credit.

( ) Local Letter of Credit : As per the Bank’s prevailing schedule of charges.

[or]

commission at []% per month, subject to a minimum [] months, on the amount of the Letter of Credit.

( ) Trust Receipts : FOR SINGAPORE DOLLARS

[] % p.a. over the Bank's prevailing prime lending rate.

[or]

[] % p.a. over the Bank's prevailing *[Cost of Funds]/[Swap Offer Rate] as determined by the Bank.

FOR FOREIGN CURRENCY

[ ]% p.a. over the Bank's prevailing SIBOR as determined by the Bank.

[or]

[] % p.a. over the Bank's prevailing foreign currency prime lending rate.

( ) Draft Loans (Purchase)

FOR SINGAPORE DOLLARS


[or]



[] % p.a. over the Bank's prevailing SIBOR as determined by the Bank.

[or]

[] % p.a. over the Bank's prevailing foreign currency prime lending rate.

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( ) Shipping Guarantee/Airway Bill

: As per the Bank’s prevailing schedule of charges.

( ) Accounts Receivables Financing

: [] % p.a. over the Bank's prevailing prime lending rate.

[or]

[] % p.a. over the Bank's prevailing *[Cost of funds]/[Swap Offer Rate]/[SIBOR] as determined by the Bank.

and

commission charged at []% of Net Invoice Value for approved debtors, subject to a minimum fee of S$[] per invoice.

( ) Performance Bond(s)/Bid Bond(s)


[or]

commission at []% per annum subject to a minimum of S$[].

( ) Banker’s Guarantee : As per the Bank’s prevailing schedule of charges.

[or]

commission at []% per annum subject to a minimum of S$[].

( ) Standby Letters of Credit


[or]

commission at []% per month, subject to a minimum [] months on the amount of the Standby Letter of Credit.

[or]

commission at []% per year subject to a minimum of S$[].

( ) Draft Loans (Sales) : FOR SINGAPORE DOLLARS


[or]


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[] % p.a. over the Bank's prevailing SIBOR as determined by the Bank.

[or]

[]% p.a. over the Bank's prevailing foreign currency prime lending rate.

( ) Export Bills Purchased

: FOR SINGAPORE DOLLARS

[]% p.a. over the Bank's prevailing prime lending rate. [or]

[]% p.a. over the Bank's prevailing *[Cost of Funds]/[Swap Offer Rate] as determined by the Bank.


[]% p.a. over the Bank's prevailing SIBOR as determined by the Bank.

[or]


( ) Packing Loan/Pre-export Financing


[]% p.a. over the Bank's prevailing prime lending rate.

[or]

[]% p.a. over the Bank's prevailing *[Cost of Funds]/[Swap Offer Rate] as determined by the Bank.


[]% p.a. over the Bank's prevailing SIBOR as determined by the Bank.

[or]


( ) Trade Bills Discounting

: []% over the Bank's Trade Bills Discounting rate.

( ) Specific Advance Facility *[Multi-


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currency Specific Advance Facility]

[cost of funds]

[]% p.a. over the Bank's prevailing Cost of Funds for interest periods of *[1, 2, 3, 6, 9 & 12 months] at your option.

[or]

[swap offer rate]

[]% p.a. over the Bank's 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.

[or]

At the prevailing market rate as determined by the Bank


[ SIBOR]

[]% p.a. over the Bank's 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. [or]


( ) Revolving Credit Facility *[Multi-currency Revolving Credit Facility]


[ cost of funds]

[]% p.a. over the Bank's prevailing Cost of Funds for interest periods of *[1, 2, 3, 6, 9 & 12 months] at your option

[or]

[ swap offer rate]

[]% p.a. over the Bank's 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.

[or]



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[ SIBOR]

[]% p.a. over the Bank's 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.

[or]


( ) Term Loan / LL/ DCL/ CL

: [prime rate]

[v]% p.a. over the Bank's prevailing prime lending rate calculated on daily balance with monthly rests.

[or]

[fixed rate]

1st year with effect from the date of *[disbursement]/ [compliance of all of the Bank’s requirements for purposes of this conversion] (“Effective Date”)

2nd year from the Effective Date

Thereafter

Fixed at []% p.a. with monthly rests

Fixed at []% p.a. with monthly rests.

At the Bank’s prevailing [prime lending rate]/[[v]% p.a. over the Bank's prevailing prime lending rate]/[[v]% p.a. below the Bank's 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.

[or]

Fixed at []% p.a. with monthly rests over a period of [] years with effect from the date of [disbursement/[compliance of all of the Bank’s requirements for purposes of this conversion] ("Effective Date")

Given the volatility in the market condition, the fixed rate is

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subject to revision by the Bank depending on the prevailing interest rate conditions on Effective Date.

[or]

[board lending rate ]

For the first [x] months commencing from the date of *[first disbursement/[compliance of all of the Bank’s requirements for purposes of this conversion] (“Effective Date”), the interest payable shall be at []% p.a. below the Bank's prevailing board lending rate with monthly rests.

For the next [x] months, the interest payable shall be at []% p.a. below the Bank's prevailing board lending rate with monthly rests.

Thereafter, the interest payable shall be at *[the Bank’s prevailing prime lending rate]/[[v]% p.a. over the Bank's prevailing prime lending rate]/[[v]% p.a. below the Bank's prevailing board lending rate]/the Bank’s prevailing board lending rate] with monthly rests.

[or]

[]% p.a. below the Bank's prevailing board lending rate with monthly rests.

[or]

[cost of funds]

[v]% p.a. over the Bank's prevailing Cost of Funds as determined by the Bank for interest periods of *[1, 2, 3, 6, 9 & 12 months] at your option.

[For Term Loan that has a duration beyond one year, the pricing should be as follows]

[v]% p.a. over (a) the Bank's 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.

[or]

[swap offer rate]

[]% p.a. over the Bank’s 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

OCBC Legal / Nov 09


agreed by the Bank.

[SIBOR]

[]% p.a. over the Bank’s 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 follows]

[]% p.a. over (a) the Bank’s 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 and (b) the Cost of Liquidity Cost.

( ) Block Discounting : See Table attached to this Facility Letter.

( ) Fleet Financing : See Table attached to this Facility Letter.

( ) Floor Stock : See Table attached to this Facility Letter.

*[The Bank’s current *[prime lending rate]/[board lending rate] is []% 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

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expenses incurred by the Bank to raise long term funds in the market to fund the Term Loan.

[For LL/DCL/CL]

Interest Payment Date:Where interest is computed based on *[Fixed Rate, Prime Rate or Board Rate], the first payment of such interest shall commence on the [] day of the *[month/third month/year] following the date of first disbursement of the LL and/or the DCL and/or the CL and each subsequent payment shall be paid on the [] day of every succeeding *[month/quarter/year].

Where interest is computed based on *[Cost of Funds, SIBOR and/or Swap Rate], interest shall be paid on the last day of each interest period except for interest periods of [6], [9] or [12] months (where applicable) whereby interest shall be paid on a [quarterly] basis.

[For SAF & RCF] If, 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 you.

[ BG] [for LL/DCL/CL] In respect of each BG issued by the Bank, a commission equal to [v]% per annum for each year or part thereof (for which a claim may be made on such BG calculated from and including the relevant issue date until and including the last day on which a claim may be made under that BG) on the Bank’s maximum liability (whether actual or contingent) payable [annually in advance from the relevant issue date] [upfront for the entire validity period of the BG], subject to a minimum of $[x] or a fee as may be specified by the Bank per its standard schedule of charges prevailing from time to time. The commission shall not be refunded in any circumstances.

Market Disruption

If 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;

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(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 determined, 2 business days before the first day of that period; and

(b) “Screen Rate” means the [swap-offer rate offer for Singapore Dollars]/[SIBOR rate for Singapore Dollars]/[SIBOR rate for US Dollars] for the relevant period displayed on [the appropriate page of the [Telerate]/[Reuters] screen]/[page 50157 of the Telerate screen under the caption “ASSOCIATION OF BANKS IN SINGAPORE SIBOR AND SWAP RATE OFFER RATE FIXING AT 11 A.M. SINGAPORE TIME”]. If the agreed page is replaced or service ceases to be available, the Bank may specify another page or service displaying the appropriate rate after consultation with you.

For the avoidance of doubt, the revised pricing and/or Prescribed Rate shall include among others, the aggregate of the margin, the Bank’s cost of funds (from whatever source it reasonably selects) and any mandatory cost.

4. SECURITY/SUPPORT

The Facilities will be secured by the following in form and substance satisfactory to the Bank :-

[List security(ies) applicable to Facilities granted. Examples are set out below.]

( ) Mortgage over Property

( ) *[Existing/New] *[First]/[Second]/[Third] *[Closed legal mortgage for S$[]]/Open legal mortgage] in favour of the Bank over the property at [] (“the Property”) or, where applicable, deed of assignment and mortgage signed in escrow in respect of the Property.

( ) *[Existing/New] *[First]/[Second]/[Third] *[Closed legal mortgage for S$[]]/Open legal mortgage] in favour of the Bank over the property held by [name(s) of third party mortgagors] at [] (“the Property”) or, where applicable, deed of assignment and mortgage signed in escrow in respect of the Property.

( ) Mortgage over Property for LL/DCL/CLL

The Facilities will be secured by the following in form and substance satisfactory to the Bank:-

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( ) *[Existing/New] *[First]/[Second]/[Third] / *[Closed Legal Mortgage for $[x]] / [Open Legal Mortgage] in favour of the Bank over the *[Property] and the Project thereon as detailed below:-

Address :Proposed Development :Tenure :Land Area :Gross Floor Area (“GFA”) :*[Net Saleable Area (“NSA”) : ]

or, where applicable, Deed of Assignment and Mortgage signed in escrow in respect of the Property.

( ) A [Existing/New] First Assignment of the rights, titles and interest in and to all the relevant agreements relating to the Project including but not limited to the *[[construction contracts], [performance bonds], [contractor’s all risk policy for the full amount of the construction contracts during construction period] and [other insurance policies], [tenancy agreements] &/or [sale and purchase agreements]] in respect of the Project. The Assignment(s) shall be *[with notification and acknowledgement of assignment from such parties required by the Bank] / [without notification (unless required by the Bank)].

Or

( ) *[Existing/New] *Assignment of Rental Proceeds *[(First Party)]/[Third Party)] in respect of the Property *[with notification and acknowledgement of assignment from tenants] / [without notification (unless required by the Bank)].

( ) *[Existing/New] *Assignment of Sale Proceeds *[(First Party)]/[Third Party)] in respect of the Property *[with notification and acknowledgement of assignment from purchasers] / [without notification (unless required by the Bank)].

( ) *[Existing/New] *Assignment of Building Contracts *[(First Party)]/[Third Party)] in respect of the Property *[with notification and acknowledgement of assignment from contractors *[and purchasers]] / [without notification (unless required by the Bank)].

( ) *[Existing/New] *Assignment of Performance Bonds *[(First Party)]/[Third Party)] in respect of the Property *[with notification and acknowledgement of assignment from banks] / [without notification (unless required by the Bank)].

( ) *[Existing/New] *Assignment of Insurances *[(First Party)]/[Third Party)] in respect of the Property *[with notification and acknowledgement of assignment from insurers] / [without notification (unless required by the Bank)].

( ) *[Existing/New] *[Shareholders’ / Directors'] undertaking to complete the development of the Project according to a predetermined schedule and an undertaking to finance all the development costs not funded by the Bank including but not limited to construction cost overruns, interest, fees under the Facilities and all other pre-completion expenses.

( ) Mortgage over Vessel

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(a) *[Existing/New] Mortgage over the vessel named [state name of vessel] (“the Vessel”) with the accompanying Deed of Covenants or, where applicable, mortgage and Deed of Covenants signed in escrow in respect of the vessel.

(b) *[Existing/New] Assignment of insurances in respect of the Vessel (with notification) in favour of the Bank or, where applicable, deed of assignment signed in escrow in respect of the vessel.

( ) *[Existing/New] Assignment of Earnings of the Vessel or, where applicable, deed of assignment signed in escrow in respect of the vessel *[with notification and acknowledgement of assignment from charterers/shippers in favour of the Bank]/[without notification (unless required by the Bank)].

( ) Assignments relating to Vessels

( ) *[Existing/New] Deed of Assignment of Refund Guarantee of $[v] to be issued by the Shipyard in favour of you. This is applicable only in the event that a Refund Guarantee is issued by the Shipyard in favour of you.

( ) *[Existing/New] Deed of Assignment of the Shipbuilding Contract between you and the Shipyard or the export/financial agent for the Shipyard or any other Shipyard in [state country] acceptable to the Bank.

( ) Debenture over Assets

*[Existing/New] Debenture incorporating a *[Fixed]/[Floating]/[Fixed and Floating] charge over [all assets] [state specific assets].

( ) Limited Debenture

*[Existing/New] Limited Debenture – Security Over Goods Financed by Bank, incorporating a Fixed and Floating charge over all assets financed by the Bank, including all credit balances held with the Bank, all receivables and all contract rights arising under all sale or purchase agreements of goods financed by the Bank and all rights, title, benefits and interest under all negotiable and non-negotiable instruments in respect of which you have requested or may hereafter request the Bank to issue *[with notification *[and acknowledgement of assignment]/[without notification (unless required by the Bank)].

( ) Charge/Letter of Set-Off

( ) *[Existing/New] Charge of Cash and Security Agreement (First Party) for all monies now or at any time hereafter standing to the credit of all deposit accounts or such other account(s) including structured deposit and structured products maintained by you with the Bank.

( ) *[Existing/New] Charge of Cash and Security Agreement (Third Party) for all monies now or at any time hereafter standing to the credit of all deposit accounts or such other account(s) including structured deposit and structured products maintained by [name(s) of third party depositor(s)] with the Bank.

( ) *[Existing/New] Charge of Cash and Security Agreement (First Party) for [fixed deposits/ACU fixed deposits/structured deposits/structured products] amounting

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to not less than [state currency and amount].

( ) *[Existing/New] Charge of Cash and Security Agreement (Third Party) for [fixed deposits/ACU fixed deposits/structured deposits/structured products] amounting to not less than [state currency and amount] maintained by [name(s) of third party depositor(s)] with the Bank.

( ) *[Existing/New] Letter of Set-Off (First Party) for *[fixed deposits/ACU fixed deposits/structured deposits/structured products] amounting to not less than [state currency and amount].

( ) *[Existing/New] Letter of Set-Off and Guarantee (Third Party) for [fixed deposits/ACU fixed deposits/structured deposits/structured products] amounting to not less than [state currency and amount] maintained by [name(s) of third party depositor(s)] with the Bank.

( ) *[Existing/New] charge over deposits for *[fixed deposits/ACU fixed deposits/structured deposits/structured products] amounting to not less than [state currency and amount] maintained by [name(s) of third party depositor(s)] with the Bank.

( ) *[Existing/New] letter of set-off for [fixed deposits/ACU fixed deposits/structured deposits/structured products] amounting to not less than [state currency and amount] maintained by [name(s) of third party depositor(s)] with the Bank.

( ) Charge of Securities

(a) *[Existing/New] *[[Memorandum of Charge/Assignment (First Party)]/[Memorandum of Charge/ Assignment (Third Party)] or such other security over securities, shares, stocks, bonds, notes, interest or units in mutual funds or unit trust schemes or other collective investment schemes, in form and substance acceptable to the Bank and as required by the Bank from time to time, whether quoted or otherwise (hereinafter referred to as “the Charged Securities”).

(b) In the case of scripless securities, a sub-account be opened with [] and all the Charged Securities be transferred to the said sub-account.

(c) Execution of such transfer or other forms and notices as may be required by the Bank from time to time in favour of the Bank or such other party as the Bank may in its absolute discretion direct or nominate and deliver the certificates relating to the Charged Securities to the Bank or to its nominee(s).

( ) Assignment of Proceeds

( ) *[Existing/New] *Assignment of Rental *[and Sale] Proceeds *[(First Party)]/[(Third Party)] in respect of the property at [] *[with notification and acknowledgement of assignment from tenants *[and purchasers]]/[without notification (unless required by the Bank)]

( ) *[Existing/New] Assignment of Sale Proceeds *[(First Party)]/[(Third Party)] in respect of the property at [] *[with notification and acknowledgement of assignment from purchasers]/[without notification (unless required by the Bank)]

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( ) Assignment of Proceeds (Contractor Financing)

*[Existing/New]/[Charge]/[Assignment] of proceeds or receivables from [name of project] *[with notification and acknowledgement of assignment]/[without notification (unless required by the Bank)]

Guarantee

( ) *[Existing/New] Deed of Guarantee and Indemnity for *S$[] / [all monies] *[dated [] – to put date only if you choose Existing] from [insert name of guarantor].

( ) *[Existing/New] Deed of Proportionate Guarantee and Indemnity for *S$[] / [all monies] *[dated [] – to put date only if you choose Existing] from your shareholders [insert name of guarantors] in the *[proportions of their respective shareholdings]/[following proportions: [state proportions]].

( ) *[Existing/New] Letter of Comfort and Awareness by [].

( ) *[Existing/New] Banker's Guarantee for S$[] by [name of bank/financial institution] expiring no earlier than [date].

( ) *[Existing/New] Standby Letter of Credit for S$[] by [name of bank/financial institution ] expiring no earlier than [date].

Deed of Subordination

( ) *[Existing/New] Deed of Subordination of *[shareholders']/[directors’]/[related corporations’] loans owing by you to your *[shareholders]/[directors]/[related corporations].

( ) Assignment of Insurances (Life Policy)

( ) *[Existing/New] Deed of Assignment (Life Policy)on the life of [name of life insured] with notification of assignment to and acknowledgement of assignment from insurers.

[Provisions relating to Block Discounting]

( ) The *[Existing/New] Bank’s Master Agreement regulating Block Discounting of the Hire Purchase Agreements duly executed by you as Dealer.

( ) The *[Existing/New] Bank’s Deed of Assignment duly executed (in escrow) by you as Assignor.

[Provisions relating to Fleet Financing]

( ) The *[Existing/New] Bank’s Hire Purchase Agreement(s) duly executed (in escrow) by you as Assignor

( ) OVERDRAFT FACILITY

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( ) The Overdraft is subject to monthly or such other periodic interest servicing as the Bank may specify and is repayable on demand.

( ) The Overdraft limit is to be reduced by [] *[monthly/quarterly/semi-annual] instalments of S$[] each starting from [state date], until the *[Overdraft limit is at S$[]]/[Overdraft is fully repaid].

Notwithstanding the above, the above reduction schedule shall always be subject to review at the Bank’s absolute discretion. The Bank shall have the right and shall be entitled to cancel and demand repayment of the outstanding Overdraft Facility at any time by notice to you in writing.

( ) The Overdraft is subject to monthly or such other periodic interest servicing as the Bank may specify and is repayable on demand. The Overdraft limit is to be reduced as follows :

Date Amount of Reduction

xxx yyy

Notwithstanding the above, the above reduction schedule shall always be subject to review at the Bank’s absolute discretion. The Bank shall have the right and shall be entitled to cancel and demand repayment of the outstanding Overdraft Facility at any time by notice to you in writing.

( ) TERM LOAN

Availability:

[State relevant availability period. Examples are set out below. ]

( ) The Term Loan shall be available for drawdown subject to fulfilment of all conditions precedent until [state event] or [state date], whichever is the earlier, unless extended by the Bank in its absolute discretion

( ) The Term Loan shall be available for your drawdown on or before [state date] subject to fulfilment of all conditions precedent or such period as the Bank may determine. The amount available for your drawdown shall be the lower of S$[v] or the amount required on completion for the redemption of the existing mortgage over the Property.

( ) The Term Loan shall be available for the period from and including the date of the Term Loan Agreement to and including the date which is [ ] months after the date of the Term Loan Agreement ("Availability Period").

Drawdown:

( ) Subject to the Bank's absolute discretion to permit otherwise:-

(a) You shall drawdown *[the Term Loan in one lump sum] / [any part of the Term Loan] by giving to the Bank notice in writing of your intention to make the drawing not later than three (3) Business Days prior to the intended date of drawing in the Notice of Drawing form attached to this Facility Letter.

OCBC Legal / Nov 09


(b) The Notice of Drawing under the Term Loan:-

(i) subject to the Bank's absolute discretion to permit otherwise, shall be given by you to the Bank not later than 11.00 a.m. on the third Business Day prior to the intended date of advance;

(ii) must specify a proposed date of the advance which is a Business Day; and

(iii) must be in writing in the form attached to this Facility Letter and shall be irrevocable and binding on you.

[For Term Loans on Cost of Funds/SIBOR/SWAP Cost Basis]

( ) The duration of each interest period shall be *[1], *[2], *[3], *[6], *[9] or *[12] months as notified to the Bank in your Notice of Drawing relating thereto. You shall select such interest periods as which shall enable you to comply with your obligations under this Facility Letter.

( ) Each interest period shall start on the last day of the preceding such period and the first interest period shall begin on the date of the first advance.

( ) If you fail to give the Notice of Drawing in accordance with paragraphs () and () above, the interest period shall, subject to the other provisions of this Clause, be 1 month.

( ) Any interest period which would otherwise end on a non-Business Day shall end on the next Business Day in that calendar month if there is one, or if there is not, on the immediately preceding Business Day.

( ) Any interest period which would otherwise end during the month preceding, or extend beyond, the final maturity date of the Term Loan shall be of such duration that it shall end on the final maturity date.

( ) You may not redraw any amount prepaid or repaid.

Repayment:

[List all repayment criteria applicable to the Facilities. Examples are set out below]

[For Term Loans on Prime Rate Basis]

[For Principal Instalment payable on monthly basis]

( ) The Term Loan is to be repaid by [] equal monthly principal instalments of S$[] each *[and a final instalment of S$[]] or by any such instalments as may be specified or fixed by the Bank from time to time. Interest is to be serviced monthly.

( ) The first of such principal instalment and the interest payable under the Term Loan shall commence on the first day of the month following the date of the first disbursement of the Term Loan. Subsequent principal instalments and interests shall be payable on the first day of every succeeding month until the

OCBC Legal / Nov 09


Term Loan and interest thereon shall have been paid in full. If the date of drawdown falls after the fifteen day of the month, the first principal instalment and interest payable shall commence on the first day of the second month following the month of drawing.

OR

( ) The first of such principal instalment and interest payable under the Term Loan shall commence on the [xth] day of the month following the date of first disbursement of the Term Loan. Subsequent principal instalments and interests shall be payable on the [xth] day of each succeeding month until the whole of the Term Loan together with interest thereon has been repaid in full.

[For Principal Instalment payable on quarterly basis]

( ) The Term Loan is to be repaid by [] equal quarterly principal instalments of S$[] each *[and a final instalment of S$[]] or by any such instalments as may be specified or fixed by the Bank from time to time. Interest is to be serviced on a *[monthly/quarterly] basis and is payable in arrears.

( ) For monthly servicing of interests ( ) The first of such principal instalment payable under the Term Loan shall

commence on the first day of the third month following the date of the first disbursement of the Term Loan. Subsequent principal instalments shall be payable on the first day of every succeeding third month until the Term Loan and interest thereon shall have been paid in full.

The first of such interest payable under the Term Loan shall commence on the [xth] day of the month following the date of first disbursement of the Term Loan. Subsequent interests shall be payable on the [xth] day of each succeeding month.

OR

( ) The first of such principal instalment payable under the Term Loan shall commence on the [xth] day of the third month following the date of first disbursement of the Term Loan. Subsequent principal instalments shall be payable on the [xth] day of each succeeding third month until the whole of the Term Loan together with interest thereon has been repaid in full.

The first of such interest payable under the Term Loan shall commence on the [xth] day of the month following the date of first disbursement of the Term Loan. Subsequent interests shall be payable on the [xth] day of each succeeding month.

( ) For quarterly servicing of interests ( ) The first of such principal instalment and the interest payable under the

Term Loan shall commence on the first day of the third month following the date of the first disbursement of the Term Loan. Subsequent principal instalments and interests shall be payable on the first day of every succeeding third month until the Term Loan and interest thereon shall have been repaid in full.

OCBC Legal / Nov 09


OR

( ) The first of such principal instalment and interest payable under the Term Loan shall commence on the [xth] day of the third month following the date of first disbursement of the Term Loan. Subsequent principal instalments and interests shall be payable on [xth] day of each succeeding third month until the Term Loan and interest thereon shall have been repaid in full.

[For Principal + Interest instalments on monthly basis]

( ) The Term Loan together with interest thereon shall be paid by equal monthly instalments of S$[]* or by any such instalments as may be specified or fixed by the Bank from time to time.

* Estimated figure. Actual figure will be system generated and will be advised by the Bank following the drawdown of the Term Loan.

( ) The first of such instalments payable under the Term Loan shall commence on the first day of the month following the date of the first disbursement of the Term Loan. Subsequent instalments shall be payable on the first day of every succeeding month until the Term Loan and interest thereon shall have been paid in full. If the date of drawdown falls after the fifteen day of the month, the first instalment payable shall commence on the first day of the second month following the month of drawing.

OR

( ) The first of such instalments under the Term Loan shall commence on the [xth] day of the month following the date of first disbursement of the Term Loan. Subsequent instalments shall be payable on the [xth] day of each succeeding month until the Term Loan and interest thereon shall have been repaid in full.

[For Term Loans on Cost of Funds/SIBOR/SWAP Cost Basis]

( ) The Term Loan is to be repaid by [] equal monthly principal instalments of S$[] each *[and a final instalment of S$[]] or by any such instalments as may be specified or fixed by the Bank from time to time.

( ) The first of such principal instalment payable under the Term Loan shall commence on the first day of the month following the date of the first disbursement of the Term Loan. Subsequent principal instalments shall be payable on the first day of every succeeding month until the Term Loan and interest thereon shall have been paid in full. If the date of drawdown falls after the 15th day of the month, the first principal instalment payable shall commence on the first day of the second month following the month of drawing.

For interest periods of [e.g. 1, 2 & 3] months, interest shall be serviced at the end of the respective interest periods. *For interest periods of [e.g. 6, 9 & 12] months, interest shall be serviced on a [ ] basis.

OR

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( ) The first of such principal instalment under the Term Loan shall commence on the [xth] day of the month following the date of first disbursement of the Term Loan. Subsequent principal instalments shall be payable on the [xth] day of each succeeding month until the Term Loan and interest thereon shall have been repaid in full.

For interest periods of [e.g. 1, 2 & 3] months, interest shall be serviced at the end of the respective interest periods. *For interest periods of [e.g. 6, 9 & 12] months, interest shall be serviced on a [ ] basis.

[Term Loan - Other general repayment clauses]

( ) The Term Loan is to be repaid as follows :

Date Repayment Amount

xx1 yyxx2 (“Final Repayment Date”) yy

The first interest payable under the Term Loan shall commence on the [xth] day of the [yth month] following the date of the first disbursement of the Term Loan. Subsequent interest is payable on the [xth] day of every succeeding [yth month] until the interest thereon shall have been paid. Should the interest payment date fall after the Final Repayment Date, interest shall be payable on the Final Repayment Date.

( ) The Term Loan will expire on [state date] (“the Final Maturity Date”). Bullet principal repayment in one lump sum of $[state total limit of Term Loan] shall be made as at Final Maturity Date. Interest is to be serviced *[monthly/quarterly] and is payable in arrears.

The first interest payable under the Term Loan shall commence on the first day of the [month/third month] following the date of the first disbursement of the Term Loan. Subsequent interest is payable on the first day of every succeeding *[month/third month] until the interest thereon shall have been paid. Should the interest payment date fall after the Final Maturity Date, interest shall be payable on the Final Maturity Date.

( ) The Term Loan is to be repaid by [] equal monthly principal instalments of S$[] each *[and a final instalment of S$[]] or by any such instalments as may be specified or fixed by the Bank from time to time. The first principal instalment shall commence on the [xth] day of the succeeding month after the issuance of the Temporary Occupation Permit (TOP). Interest is to be serviced monthly.

[For existing Term Loans]

( ) The current balance of the Term Loan shall be repaid by remaining [] equal *[monthly/quarterly] principal instalments of S$[] each and a final instalment of S$[]. The instalments shall be due and payable on [state time period], until the Term Loan and interest thereon shall have been repaid in full. Interest shall be serviced *[monthly/quarterly].

( ) The Term Loan shall be repayable over the remaining loan tenure. The monthly

OCBC Legal / Nov 09


instalment amount (inclusive of interest) payable during the fixed rate period shall be at S$[x]* or by such monthly instalments as may be specified by the Bank from time to time. Thereafter, the instalment shall be subject to change in accordance with the revised rate pursuant to Clause [ ] of this Facility Letter or by such other instalments as may be specified or fixed by the Bank from time to time.

( ) The Term Loan shall be repayable over the remaining loan tenure. The monthly instalment amount (inclusive of interest) payable during the fixed rate period shall be at S$[x]* or by such monthly instalments as may be specified by the Bank from time to time. Thereafter, the instalment shall be subject to change in accordance with the revised rate pursuant to Clause [ ] of this Facility Letter or by such other instalments as may be specified or fixed by the Bank [following the drawdown of the Term Loan] / [ from the Effective date] / [from time to time].

( ) The current balance of the Term Loan shall be repaid by equal monthly/quarterly instalments of such amounts as may be determined by the Bank from time to time. Interest shall be serviced monthly/quarterly. The first monthly/quarterly instalment shall commence on the first business day of the calendar month as notified by the Bank. Subsequent instalments shall be payable on the first day of every succeeding *[month/third month], until the Term Loan and interest thereon shall have been repaid in full.

*Estimated figure. Actual figure will be system generated and will be advised by the Bank [following the Effective Date] / [from time to time].

Prepayment:

[List prepayment criteria applicable for the Facilities. Examples are set out below.]

( ) [] months’ prior written notice or interest in lieu of notice is required for full/partial prepayment. All partial prepayments shall be in multiples of S$[] and not less than S$[].

( ) If the Term Loan is fully or partially repaid *[within the first [] years from the date of *[the first disbursement]/[conversion]], a prepayment fee of []% flat will be charged on the amount prepaid/redeemed. Such prepayment fee shall be payable on the date of prepayment together with the amount prepaid/redeemed.

( ) Any notice of prepayment given by you shall be irrevocable and shall oblige you to prepay in accordance with that notice.

( ) Save as expressly provided herein, you may not prepay any part of the Term Loan and may not redraw any amount prepaid.

Fees:

( ) A cancellation fee of []% flat will be charged on the unused portion of the Term Loan and payable at the end of the availability period. Any portion of the Term Loan not utilised by the end of the availability period shall be cancelled.

( ) A non-refundable commitment fee of S$[v] flat will be charged on any undrawn portion of the Term Loan as at date of first drawdown/completion of legal documentation and is payable on [state date/period].

OCBC Legal / Nov 09


( ) A non-refundable commitment fee of []% p.a. will be charged on the *[daily] undrawn portion of the Term Loan from the date of [first drawdown/completion of legal documentation] and this shall be payable on [state date/period] *[in arrears].

( ) LL/DCL/CL/RELATED BG

Availability:

[For LL/DCL/CL]

( ) The LL shall, upon the satisfactory completion of legal documentation, be available for drawdown in one lump sum up to [date] or such later date as the Bank may at its sole discretion prescribe (“Availability Period”);

( ) The DCL shall, upon the satisfactory completion of legal documentation, be available for drawdown in one lump sum up to [date] or such later date as the Bank may at its sole discretion prescribe (“Availability Period”);

( ) In respect of the CL, the Availability Period shall, upon the satisfactory completion of legal documentation, be the period when the preliminary works of the Project can commence up to [the Final Maturity Date]; disbursement shall be on a pari-passu basis with you and the Bank jointly paying the construction and related costs on a []:[] basis. Sale proceeds may be utilised by you to fund such payment (“Availability Period”).

[For BG]

( ) The Bank may from time to time up to the termination of the Facilities or such later date as the Bank may agree, issue a BG which is in form and substance satisfactory to it, including but not limited to, if required, having a definite date on or before which a claim may be made, which date shall not extend beyond the Final Maturity Date.

Prepayment:

( ) You may at any time prepay the LL, DCL and/or the CL on its respective Interest Payment Date provided that (i) not less than [] months’ written notice of the intended prepayment has been given to the Bank or payment of [] months’ interest in lieu of such notice has been made; (ii) the amount prepaid shall be in multiples of S$[] subject to a minimum of S$[] or the outstanding balance of the LL, DCL and/or CL (as the case may be); and (iii) on the date of making the prepayment, you shall pay to the Bank together with the amount prepaid, the prepayment fee referred to in this Clause [●] *[if such prepayment is made within the period of [] years from the first drawing of the LL, DCL and/or CL (as the case may be)] and all interest accrued on the amount prepaid and any other amount due hereunder, including any amount due in respect of that prepayment under Clause [●].]

( ) Notice of intended prepayment once having been given by you shall be irrevocable. The amount of the LL, the DCL and the CL shall, with effect from the date of such notice, be reduced to the extent of the amount so prepaid and shall not thereafter be available to you.

OCBC Legal / Nov 09


( ) A prepayment fee of []% flat or such other rate(s) as the Bank may specify will be charged on the amount prepaid. The Bank will waive the prepayment fee *[if such prepayment arises out of funds generated from the [sale ] of the units in the Project] / [where only a part of the [LL and/or the DCL and/or the CL] is prepaid].

( ) REVOLVING CREDIT FACLITY

Availability/drawdown:

( ) The RCF is available for the period from and including the date of *[the Facility Agreement] / [this Facility Letter] to and including the date falling [ ] months before the expiry of the facility. ("Availability Period").

( ) Subject to the availability of funds to the Bank the Revolving Credit Facility (“RCF”) will be available for drawdown by you from time to time on a revolving basis provided always that at any one time the aggregate principal sum of all advances made under the RCF and remaining unpaid shall not exceed the RCF limit applicable at that time.


(a) Each advance from the RCF shall be of an amount of not less than S$[] and of integral multiples of S$[].

(b) The duration of each interest period shall be *[1], *[2], *[3], *[6], *[9] or *[12] months as notified to the Bank in your Notice of Drawing relating thereto.. You shall select such interest periods as which shall enable you to comply with your obligations under this Facility Letter.

(c) Each interest period shall start on the last day of the preceding such period and the first interest period shall begin on the date of the first advance.

(d) The Notice of Drawing under the RCF:-




(e) If you fail to give the Notice of Drawing in accordance with paragraphs (b) and (d) above , the interest period shall, subject to the other provisions of this Clause, be 1 month.

(f) Any interest period which would otherwise end on a non-Business Day shall end on the next Business Day in that calendar month if there is one, or if there is not, on the immediately preceding Business Day.

(g) Any interest period which would otherwise end during the month preceding, or

OCBC Legal / Nov 09


extend beyond, the final maturity date of the RCF shall be of such duration that it shall end on the final maturity date.

(h) You shall not be entitled to prepay (whether in whole or part) any advance before the last day of the interest period.

Repayment:

( ) Each advance shall be repaid on its respective maturity date or rolled over at the Bank’s absolute discretion. Amounts drawn under the RCF can only be repaid and/or redrawn on its respective maturity date. All outstanding under the RCF together with all interest accrued thereon shall be fully repaid on the final maturity date of the RCF Facility.

On the maturity date of each advance, you shall pay the interest accrued on such advance during its term at the rate applicable to such advance *save for interest periods of [e.g. 6, 9 or 12] months wherein interest is payable on a [ ] basis.

( ) The RCF is subject to the following reduction schedule :

Date Reduction Amountxx yy

Fees:

( ) A non-refundable commitment fee of []% p.a. will be charged on the *[daily] undrawn portion of the RCF from the date of [first drawdown/completion of legal documentation] and is payable on [state period] *[in arrears] during the tenor of the Facility.

( ) A non-refundable commitment fee of []% p.a. will be charged on the daily undrawn portion of the RCF during the Availability Period. The accrued commitment fee is payable on the last day of each successive period of [] months provided the last payment shall be payable on the date of expiry of the Availability Period.

( ) A cancellation fee of []% flat will be charged on the facility limit of the RCF cancelled and payable on the cancellation date.

( ) SPECIFIC ADVANCE FACILITY

Availability/drawdown:

( ) Subject to the availability of funds to the Bank the Specific Advance Facility (“SAF”) will be available for drawdown by you from time to time on a revolving basis provided always that at any one time the aggregate principal sum of all advances made under the SAF and remaining unpaid shall not exceed the SAF limit applicable at that time.


(a) Each advance from the SAF shall be of an amount of not less than S$[] and of integral multiples of S$[].

OCBC Legal / Nov 09


(b) The duration of each interest period shall be *[1], *[2], *[3], *[6], *[9] or *[12] months as notified to the Bank in your Notice of Drawing relating thereto. You shall select such interest periods as which shall enable you to comply with your obligations under this Facility Letter.

(c) Each interest period shall start on the last day of the preceding such period and the first interest period shall begin on the date of the first advance.

(d) The Notice of Drawing under the SAF:-




(e) If you fail to give the Notice of Drawing in accordance with paragraphs (b) and (d) above, the interest period shall, subject to the other provisions of this Clause, be 1 month.

(f) Any interest period which would otherwise end on a non-Business Day shall end on the next Business Day in that calendar month if there is one, or if there is not, on the immediately preceding Business Day.

(g) You shall not be entitled to prepay (whether in whole or part) any advance before the last day of the interest period.

Repayment:

( ) The SAF is repayable on demand. Without prejudice to the aforesaid, each advance with interest thereon shall be repaid on its due date or rolled over at the Bank’s absolute discretion *[save for interest periods of [e.g. 6, 9 & 12] months wherein interest shall be paid on a [v] basis].

( ) Amounts drawn under the SAF can only be repaid and/or redrawn on its due date.

( ) The SAF is subject to the following reduction schedule :

Date Reduction Amount

xx yy

Notwithstanding the above, the above reduction schedule shall always be subject to review at the Bank’s absolute discretion. The Bank shall have the right and shall be entitled to cancel and demand repayment of the outstanding SAF at any time by notice to you in writing.

( ) TRADE FACILITIES

OCBC Legal / Nov 09


Local Letters of Credit

( ) You shall not make a request for Local Letters of Credit to be issued to a related corporation (as defined in the Companies Act) or your associate company or a corporation which is under the control of any of your directors, shareholders or employees, unless prior approval is obtained from the Bank.

Negotiation of Letters of Credit

( ) Documents required for negotiation of the Letters of Credit shall include (but are not limited) to the following:

( ) Signed commercial invoice for 100% of contract amount.

( ) Protocol of Delivery & Acceptance certification signed by the ship owner, shipbuilder and a representative appointed by the Bank.

( ) Builder’s certificate.

( ) Certificate issued by [v] or such other Classification Survey Society acceptable to the Bank detailing the progress of the construction.

( ) Declaration of Warranty / Warranty of Quality.

( ) Bill of Sale

( ) Satisfactory evidence of delivery of the Vessel in Singapore

Trust Receipt

( ) Combined tenor for usance Letters of Credit and Trust Receipts Financing shall not exceed [] days or such other period as notified by the Bank to you.

Draft Loans (Purchase)

( ) Draft Loan (Purchase) shall be available against the presentation of the following:-

(a) Invoice from supplier acceptable to the Bank.

(b) Document(s) evidencing delivery/shipment of the underlying goods such as bill of lading or airway bill or cargo receipt or courier receipt or delivery order.

(c) Your written confirmation that you have not made any payment to the supplier relating to the underlying financed transaction and there is no double financing.

( ) The proceeds drawn from Draft Loan (Purchase) shall be paid directly to the supplier.

( ) You shall not make a request for Draft loan (Purchase) where the supplier is a related corporation (as defined in the Companies Act) or your associate company or the supplier is under the control of any of your directors, shareholders or employees, unless prior approval is obtained from the Bank.

OCBC Legal / Nov 09


( ) [Tenor of Draft Loan (Purchase) (including suppliers’ credit) shall not exceed [] days] / [Tenor of Draft Loan (Purchase) from disbursement date shall not exceed [] days].

Draft Loans (Sales)

( ) Draft Loan (Sales) shall be available against the presentation of the following:-

(a) Your invoice acceptable to the Bank.

(b) Document(s) evidencing delivery/shipment of the underlying goods such as bill of lading or airway bill or cargo receipt or courier receipt or delivery order.

(c) Your written confirmation that you have not received any payment from the buyer relating to the underlying financed transaction and you will pay the bank the same upon receipt of payment from the buyer and that there is no double financing.

( ) The proceeds drawn from Draft Loan (Sales) shall be used to repay your outstanding import obligations with us If you do not have any outstanding import obligations, the proceeds shall be credited to your account maintained with us.

( ) You shall not make a request for Draft Loan (Sales) where the buyer is a related corporation (as defined in the Companies Act) or your associate company or the buyer is under the control of any of your directors, shareholders or employees, unless prior approval is obtained from the Bank.

Export Bills Purchased

( ) The proceeds drawn from Export Bills Purchased shall be used to repay your outstanding import obligations with us. If you do not have any outstanding import obligations, the proceeds shall be credited to your account maintained with us.

( ) The proceeds drawn from Export Bills Purchase shall be used to pay down the related outstanding import obligations with us. In the event that there is no related outstanding import obligation, the proceeds shall be credited to your account maintained with us.

Other Condition in relation to Trade Facilities

Notwithstanding anything to the contrary, the availability of any of the Trade Facilities stated above is subject to the absolute discretion of the Bank. As such, the Bank shall have the absolute discretion to reject your application for the Trade Facilities stated above and the Bank shall not be under any obligation whatever to render you any reason for its decision.

( ) TRADE FACILITIES – STRUCTURED

Strictly Back to Back Letter of Credit

( ) The expiry date of the import letter of credit must be at least [] days earlier than the expiry date of master letter of credit. The presentation period under the import letter of credit must be at least [] days shorter than the presentation period under the master letter of credit.

OCBC Legal / Nov 09


( ) The master letter of credit must expire in Singapore.

( ) The latest shipment date of the import letter of credit must not be later than the latest shipment date of master letter of credit.

( ) The value of the master letter of credit must be greater than the value of the import letter of credit. Any shortfall must be covered by full cash margin.

( ) Both letters of credit must have the same goods description and quantity, port of loading and port of discharge.

( ) The master letter of credit must be advised by the Bank (at least as the second advising bank) and available by negotiation with the Bank or with any bank.

( ) The original master letter of credit and all amendments must be lodged with the Bank prior to the Bank issuing the import letter of credit.

( ) The terms and conditions of the import letter of credit must match those of the master letter of credit and calling for all documents in compliance with the requirements of the master letter of credit (except for drafts and invoices).

( ) The master letter of credit issuing bank must be approved by the Bank.

( ) If the tenor of the master letter of credit is longer than the tenor of the import letter of credit, the master letter of credit must be confirmed by the Bank. The tenor of the master letter of credit must not exceed the maximum tenor approved by the Bank.

( ) Both the master and the import letters of credit must call for presentation of full set bills of lading.

( ) The Incoterm in both letters of credit must be the same and be either FOB or CFR.

( ) The terms of the master letter of credit must be acceptable to the Bank. In particular, the master letter of credit must not contain any terms that make it inoperative.

( ) The import letter of credit must state that the Bank will pay only upon receipt of credit compliant documents (i.e. does not allow the negotiating bank to claim reimbursement via SWIFT/telex).

( ) Bridge financing under trust receipt is allowed for up to [] days or until availability of export proceeds whichever is shorter.

( ) Proceeds under the export bill received from the issuing bank or from discounting under your limit or the limit implemented by the Bank for the issuing bank are to be used to settle the corresponding import bill/trust receipt. Proceeds under the master letter of credit, if received earlier than the maturity of the corresponding import bill, must be held by the Bank for subsequent settlement of the corresponding import bill.

( ) You must lodge with the Bank blank drafts, invoices and other documents deemed necessary by the Bank with power of attorney to execute the documents on your behalf.

( ) Insurance covered by final buyer allowed.

OCBC Legal / Nov 09


( ) Third country shipment allowed.

Back to Back letter of credit With Switching of Bill of Lading

( ) The expiry date of the import letter of credit must be at least [] days earlier than the expiry date of master letter of credit. The presentation period under the import letter of credit must be at least [] days shorter than the presentation period under the master letter of credit.

( ) The master letter of credit must expire in Singapore.

( ) The latest shipment date of the import letter of credit must not be later than latest shipment date of the master letter of credit.

( ) The value of the master letter of credit must be greater than the value of the import letter of credit. Any shortfall must be covered by full cash margin.

( ) Both letters of credit must have the same goods description and quantity, port of loading and port of discharge.

( ) The master letter of credit must be advised by the Bank (at least as the second advising bank) and available by negotiation with the Bank or with any bank.

( ) The original master letter of credit and all amendments must be lodged with the Bank prior to the Bank issuing the import letter of credit.

( ) The terms and conditions of import letter of credit must match those of the master letter of credit and calling for all documents in compliance with the requirements of the master letter of credit (except for Incoterm, drafts, invoices, bill of lading and documents that can be prepared by you).

( ) The master letter of credit issuing bank must be approved by the Bank.

( ) If the tenor of the master letter of credit is longer than the tenor of the import letter of credit, the master letter of credit must be confirmed by the Bank. The tenor of the master letter of credit must not exceed the maximum tenor approved by the Bank.

( ) Both the master and the import letters of credit must call for presentation of full set bills of lading.

( ) Unless consigned as required in the master letter of credit, the bill of lading under the import letter of credit must be consigned to the order of the Bank or to order and blank endorsed.

( ) For switching purpose, the bill of lading may be released to you against your undertaking to return the switched bill of lading within [] days together with the documents to be produced by you under the master letter of credit.

( ) The terms of the master letter of credit must be acceptable to the Bank. In particular, the master letter of credit must not contain any terms that make it inoperative.

( ) The import letter of credit must state that the Bank will pay only upon receipt of credit

OCBC Legal / Nov 09


compliant documents (i.e. does not allow the negotiating bank to claim reimbursement via SWIFT/telex).

( ) Bridge financing under trust receipt is allowed for up to [] days or until availability of export proceeds whichever is shorter.

( ) Proceeds under the export bill received from the issuing bank or from discounting under your limit or the limit implemented by the Bank for the issuing bank are to be used to settle the corresponding import bill/trust receipt. Proceeds under the master letter of credit, if received earlier than the maturity of the corresponding import bill, must be held by the Bank for subsequent settlement of the corresponding import bill.

( ) Incoterm must be either FOB or CFR but may be different between the master letter of credit and the import letter of credit. Additionally, Incoterm in the master letter of credit may be CIF provided you are prepared to take up insurance.

( ) You must lodge with the Bank blank drafts, invoices and other documents deemed necessary by the Bank with power of attorney to execute the documents on your behalf.



Letter of Credit With Lodgement of Export Letter of Credit

( ) The expiry date of the import letter of credit must be at least [] days earlier than the expiry date of export letter of credit. The presentation period under the import letter of credit must be at least [] days shorter than the presentation period under the export letter of credit.

( ) The export letter of credit must expire in Singapore.

( ) The latest shipment date of the import letter of credit must not be later than the latest shipment date of the export letter of credit.

( ) The value of the export letter of credit must be higher than that of the import letter of credit. Any shortfall must be covered by cash margin. More than [] export letter of credit allowed provided they cover the same goods.

( ) The original export letter of credit and all amendments must be lodged with the Bank prior to the Bank issuing the import letter of credit.

( ) The export letter of credit issuing bank must be approved by the Bank.

( ) The tenor of the export letter of credit may be longer than the tenor of the import letter of credit but must not exceed the maximum tenor approved by the Bank for the export letter of credit issuing bank.

( ) Both the export and the import letters of credit must call for presentation of full set bills of lading.

( ) Unless consigned as required in the export letter of credit, the bill of lading under the

OCBC Legal / Nov 09


import letter of credit must be consigned to the order of the Bank or to order and blank endorsed.

( ) For switching purpose, the bill of lading may be released to you against your undertaking to return the switched bill of lading within [] days.

( ) The terms of the export letter of credit must be acceptable to the Bank. In particular, the export letter of credit must not contain any terms that make it inoperative.

( ) Both letters of credit must have the same goods description and quantity, port of loading and port of discharge. In case of multiple export letters of credit, the total quantity of goods in the export letters of credit must at least equal the quantity in the import letter of credit.

( ) The import letter of credit must state that the Bank will pay only upon receipt of credit compliant documents (i.e. does not allow the negotiating bank to claim reimbursement via SWIFT/telex).

( ) Trust receipt financing of up to [] days allowed.

( ) The corresponding export documents under the export letter of credit must be received by the Bank within [] days after commencement of trust receipt financing.

( ) Proceeds under the export bill received from the issuing bank or from discounting under your limit or the limit implemented by the Bank for the export letter of credit issuing bank are to be used to settle the corresponding import bill or trust receipt. Proceeds under the export letter of credit, if received earlier than the maturity of the corresponding import bill, must be held by the Bank for subsequent settlement of the corresponding import bill.

( ) Non-matching Incoterms between the import and the export letters of credit allowed.



Letter of Credit With Lodgement of Export Letter of Credit

( ) The value of the export letter of credit must be higher than that of the import letter of credit. Any shortfall must be covered by full cash margin. More than [] export letter of credit allowed provided they cover the same goods.

( ) The original export letter of credit and all amendments must be lodged with the Bank prior to the Bank issuing the import letter of credit.

( ) The tenor of the export letter of credit may be longer than tenor of the import letter of credit but must not exceed the maximum tenor approved by the Bank for the export letter of credit issuing bank. Where approved tenor is not available, the tenor of the export letter of credit must not exceed [] days.

( ) Both the export and the import letters of credit must call for the presentation of full set bills of lading.

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( ) Unless consigned as required in the export letter of credit, the bill of lading under the import letter of credit must be consigned to the order of the Bank or to order and blank endorsed.

( ) The terms of the export letter of credit must be acceptable to the Bank. In particular, the export letter of credit must not contain any terms that make it inoperative.

( ) Documents (including the bill of lading) under the import letter of credit may be released to you against trust receipt up to [] days.

( ) The corresponding export documents under the export letter of credit must be received by the Bank within [] days after the commencement of trust receipt financing.

( ) Proceeds under the export bill received from the issuing bank or from discounting under your limit or the limit implemented by the Bank for the export letter of credit issuing bank are to be used to settle the corresponding import bill/trust receipt. Proceeds under the export letter of credit, if received earlier than the maturity of the corresponding import bill, must be held by the Bank for subsequent settlement of the corresponding import bill.




Letter of Credit With Subsequent Lodgement of Export Letter of Credit (Front to Back Letter of Credit)

( ) The import letter of credit may be issued pending receipt of the export letter of credit.

( ) The export letter of credit must be received within [] days after the import letter of credit is issued or prior to commencement of trust receipt financing whichever is earlier.

( ) The value of the export letter of credit must be higher than that of the import letter of credit. Any shortfall must be covered by full cash margin. More than [] export letter

of credit allowed provided they cover the same goods and the total quantity of goods in the export letters of credit must equal the total quantity of goods in the import letter of credit.

( ) Both the import and the export letters of credit must call for the presentation of full set bill of lading.

( ) Bill of lading under the import letter of credit must be consigned to the order of the Bank or to order and blank endorsed.

( ) For switching purpose, the bill of lading may be released to you against your undertaking to return the switched bill of lading within [] days.

( ) The tenor of the export letter of credit may be longer than the tenor of the import letter of credit but must not exceed the maximum tenor approved by the Bank for the export letter of credit issuing bank. Where approved tenor is not available, the tenor of the export letter of credit must not exceed [] days.

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( ) The terms of the export letter of credit must be acceptable to the Bank. In particular, the export letter of credit must not contain any terms that make it inoperative. If the export letter of credit contains terms that are not acceptable to the Bank, you must arrange for an amendment to delete the terms.

( ) Trust receipt financing of up to [] days allowed.

( ) The corresponding export documents must be received by the Bank within [] days after commencement of trust receipt financing.

( ) Proceeds under the export bill received from issuing bank or from discounting under your limit or the limit implemented by the Bank for the export letter of credit issuing bank are to be used to settle the corresponding import bill/trust receipt. Proceeds under the export letter of credit, if received earlier than the maturity of the corresponding import bill, must be held by the Bank for subsequent settlement of the corresponding import bill.




Letter of Credit Against Lodgement of Confirmed Contract

( ) A copy of the confirmed contract must be received by the Bank prior to the Bank issuing the import letter of credit.

( ) Payment terms under the contract must not exceed [] days.

( ) The contract must cover the same goods as that in the import letter of credit.

( ) The value of the contract must be greater than the value of the import letter of credit. Any shortfall must be covered by full cash margin. Multiple contracts allowed provided they cover the same goods under the import letter of credit.

( ) Trust receipt financing of up to [] days allowed. ( ) The corresponding export collection bill or export negotiation bill if there is an export

letter of credit or sale invoice (in case of open account sale) must be received by the Bank within [] days after the commencement of trust receipt financing.

( ) Proceeds from the corresponding export negotiation, bill purchased or draft loan (sale) are to be used to settle the corresponding import bill/trust receipt. Proceeds under the export letter of credit or export collection bill or sale invoice if received earlier than the maturity of the corresponding import bill, must be held by the Bank for subsequent settlement of the corresponding import bill.



OCBC Legal / Nov 09


Trust Receipt as a Sub-limit of Letter of Credit Facility

( ) For use solely to provide bridge financing of import under letter of credit facility pending discounting of export documents under export letter of credit/export collection/open account sale.

( ) Proceeds from the export negotiation bill/bill purchased/draft loan (sale) are to be used to settle the corresponding trust receipt.

Trust Receipt for Financing Import Collection Bill

( ) Must be supported by lodgement of confirmed contract and/or export letter of credit.

( ) The import collection must contain full set bill of lading.


( ) The supplier must be from the Bank’s pre-approved list.

( ) The corresponding export bill (under collection/letter of credit) or sale invoice (in case of open account sale) must be received by the Bank within [] days after commencement of trust receipt financing.

( ) Proceeds from discounting the export documents under export negotiation /bill purchased/draft loan (sale) are to be used to settle the corresponding trust receipt.

Draft Loan (Purchase) for Financing Open Account Purchases

( ) Must be supported by lodgement of confirmed contract and/or export letter of credit.

( ) Supplier’s original invoice accompanied by copy of transport document acceptable.


( ) Supplier must be from the Bank’s pre-approved list.

( ) For open account purchases, invoices up to [] days old are acceptable.

( ) For open account purchases, proceeds are to be remitted by the Bank directly to the suppliers in settlement of their invoices.

( ) The corresponding export bill (under collection/letter of credit) or sale invoice (in case of open account sale) must be received by the Bank within [] days after commencement of the draft loan.

( ) Proceeds from discounting the corresponding export bill/sale invoice are to be used to settle the corresponding draft loan purchase.

Export Bill Discounting Facility

( ) This Facility is to be used for discounting export bills under collection, export bills under letters of credit with discrepancies, export bills under letters of credit issued by banks without bank lines and pre-acceptance discounting of clean/discrepant

OCBC Legal / Nov 09


documents under usance export letters of credit.

( ) The tenor of the export bill is subject to the maximum tenor approved by the Bank for the letter of credit issuing bank where available or a maximum of [] days where approved tenor is not available (including export collection bill).

( ) The export bill must contain full set bill of lading.

( ) Export collection bill must be drawn on the Bank’s pre-approved list of buyers.

( ) Discounting proceeds to be used to settle corresponding import letter of credit bill/trust receipt/draft loan purchase.

Draft Loan (Sale) Facility

( ) This Facility is to be used for financing accounts receivable arising from open account sales.

( ) Tenor as per invoice due date subject to a maximum of [] days from the invoice date.

( ) Copy of invoice and transport document acceptable.

( ) Invoice must be drawn on the Bank’s pre-approved list of buyers and state that payment must be made to the Bank.

( ) Invoices up to [] days old are acceptable.

( ) Proceeds to be used to settle corresponding import letter of credit bill/trust receipt/ draft loan purchase.

Other Condition in relation to Trade Facilities - Structured

Notwithstanding anything to the contrary, the availability of any of the Trade Facilities stated above is subject to the absolute discretion of the Bank. As such, the Bank shall have the absolute discretion to reject your application for the Trade Facilities stated above and the Bank shall not be under any obligation whatever to render you any reason for its decision.

( ) FOREIGN EXCHANGE FACILITIES

( ) 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.

( ) INTEREST RATE DERIVATIVES FACILITIES

( ) With regard to any hedging transaction relating to the Facilities that are granted to you, you shall allow the Bank a right of first refusal to enter into any such hedging transaction with you.

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( ) [ PERFORMANCE BOND(s), BID BONDS(s), BANKER’S GUARANTEE, STANDBY LETTER OF CREDIT ]

( ) The *[Performance Bond(s)]/[Bid Bond(s)]/[Banker's Guarantee]/[Standby Letters of Credit] shall be in format acceptable to the Bank.

( ) ACCOUNT RECEIVABLES FINANCING

( ) The aggregate amount of receivables assigned to the Bank should not be less than S$[] at any one time.

( ) BLOCK DISCOUNTING

Quantum of Financing / Financing Limit

See Table attached to this Facility Letter

Insurance

All vehicles must be insured under either comprehensive or fire and theft policy for the full value of the amount financed by you as Dealer inclusive of the amount of term charges.

Repayment

For payment in arrears, the first instalment shall be due and payable one month after the Bank’s block purchase of the relevant hire purchase agreements together with the goods comprised therein and thereafter subsequent instalments shall be due on the same day of each succeeding month until the full amount and discounting interest have been fully repaid.

For payment in advance, the first instalment shall be due and payable on the date of the Bank’s block purchase of the relevant hire purchase agreements together with the goods comprised therein and thereafter subsequent instalments shall be due on the same day of each succeeding month until the full amount and discounting interest have been fully repaid.

Early Settlement

For early settlement by any hirer under the relevant hire purchase agreement, you shall pay the bank the amount due as at the date of early settlement less rebate (if any) calculated based on Rule 78 method.

( ) FLEET FINANCING

Quantum of Financing / Financing Limit


OCBC Legal / Nov 09


Repayment

The hire instalments for each hire purchase as specified or fixed by the Bank by notice to you in writing shall be payable on the commencement date of the relevant hire purchase agreement and thereafter promptly on the due dates specified. Any amounts repaid under the Facility shall not be available for further utilisations.

( ) FLOOR STOCK FINANCING

Approved Credit Limit

The maximum aggregate principal amount of all advances made under the Facility is not to exceed at any time the sum of S$[ ] or such other amounts as may be determined by the Bank in its absolute discretion from time to time (the “Approved Credit Limit”)

Quantum of Financing / Financing Limit See Table attached to this Facility Letter

Period of Financing / Financing Tenor


Interest


Insurance

All insurance policies (including, but not limited to fire and theft insurances) and assignments required by the Bank.

Without prejudice to the generality of the foregoing, adequate insurance for such purposes and for such amounts as the Bank shall deem fit from time to time taken out with OVERSEAS ASSURANCE CORPORATION LIMITED or such other insurance company acceptable to the Bank on terms and conditions acceptable to the Bank and assigned/endorsed in favour of the Bank as mortgagee and loss payee. All premium charges are to be borne by you and must be promptly paid. The policy(ies) and receipts for every premium paid in respect thereof shall be delivered and/or produced to the Bank without demand.

Repayment

You shall repay an outstanding advance and all unpaid interest or charges thereon on the date specified in the relevant Bill of Exchange.

( ) AVAILABILITY PERIOD

[Others]

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( ) The [state type of facility] shall cease to be available after [state date], unless extended by the Bank in its absolute discretion.

( ) The [state type of facility] shall be available for drawdown subject to fulfilment of all conditions precedent until [state event] or [state date], whichever is the earlier, unless extended by the Bank in its absolute discretion.

For Vessel Construction Financing

( ) Facility [] shall be available for drawdown subject to fulfilment of all conditions precedent until [state date] or [state event], whichever is earlier, unless extended by the Bank in its absolute discretion. The issuance of Letters of Credit under Facility 1 shall be a one-time issuance in favour of the Shipyard.

( ) Facility [] shall be available for drawdown subject to fulfilment of all conditions precedent until [state date] or [state event], whichever is earlier, unless extended by the Bank in its absolute discretion.

( ) The Term Loan shall be available for drawdown in one lump sum subject to fulfilment of all conditions precedent until [state date] or [state event], whichever is the earlier, unless extended by the Bank in its absolute discretion.

( ) FEES

[State fee(s) if applicable. Examples are set out below]]

Front-end / Facility Fees

( ) A non-refundable front-end fee of S$[] shall be payable to the Bank upon acceptance of this Facility Letter.

( ) A non-refundable facility fee of S$[] shall be payable to the Bank upon drawdown of the *[Term Loan]/[Revolving Credit Facility]/[Specific Advance Facility].

( ) A facility fee of S$[] shall be payable upon acceptance of this Facility Letter. An annual facility fee of S$[] shall be payable on the first business day of each year until otherwise notified by the Bank.

Cancellation Fees

( ) A cancellation fee of []% flat will be charged if any of the Facilities are not disbursed by the end of the availability period and shall be payable on [state date/period] .

[For LL/DCL/CL]

( ) Any part of the [LL/CL] which is not drawndown by the expiry of the Availability Period (or such later date agreed to by the Bank in writing) shall be deemed to be cancelled and a cancellation fee of []% flat of any such undrawn amount will be payable.

OCBC Legal / Nov 09


( ) Any part of the DCL which is not drawndown by the expiry of the Availability Period (or such later date agreed to by the Bank in writing) shall be deemed to be cancelled and a cancellation fee of []% flat of any such undrawn amount will be payable. *[In the event that []% of the Development Charge/Differential Premium is financed by the Bank from the DCL, the aforesaid cancellation fee on any undrawn amount of the DCL shall be waived.]

( ) Commitment Fees A non-refundable commitment fee of [S$[v] flat will be charged]/[•%] per annum] on any undrawn portion of the [ type of facility ] as at date of first drawdown/completion of legal documentation and is payable on [state date/period]. [The commitment fee shall be payable quarterly in arrears during the Availability Period.

( ) Prepayment Fees

[For LL/DCL/CL – if Prepayment Fees is not selected at the Facility Section]

A prepayment fee of []% flat or such other rate(s) as the Bank may specify will be charged on the amount prepaid. The Bank will waive the prepayment fee *[if such prepayment arises out of funds generated from the [sale] of the units in the Project] / [where only a part of the [LL and/or the DCL and/or the CL] is prepaid].

( ) Renewal/Restructuring Fees

[For new facility to be granted to customer via a new facility letter]

In the event that the Facility is renewed or restructured, the Bank has the discretion to charge you a renewal or restructuring fee at the rate to be determined by the Bank. In the event that such renewal or restructuring fee is charged by the Bank, you authorise the Bank to debit all monies from your current account(s) towards payment of such renewal or restructuring fees.

[For situations where existing facility is being renewed or restructured and new/supplemental facility letter is to be issued]

A non-refundable renewal or restructuring fee of S$[] shall be payable to the Bank upon acceptance of this Facility Letter. You authorise the Bank to debit all monies from your current account(s) towards payment of such renewal or restructuring fees.

( ) Other Fees

All out-of-pocket expenses (including legal fees and goods and services tax) incurred in connection with the preparation, execution and delivery of the Facility Agreement or Term Loan Agreement (where applicable) and related documentation shall be for your account. Further, if upon acceptance of the Facility Letter, the Facilities are aborted for any reason whatsoever or if you subsequently decide not to proceed with the Facilities, you shall in addition pay an abortive fee of []% flat of the limit of the Facilities to the Bank.

( ) FINANCIAL COVENANTS

OCBC Legal / Nov 09


[List applicable financial covenants. Examples set out below.]

( ) You shall increase your paid up capital to at least S$[] prior to disbursement of the Facilities.

( ) You shall maintain your networth at not less than S$[] *[at all times]/[upon completion of the development]. Networth is defined as the sum of your paid-up capital and retained earnings.

( ) You shall maintain your gearing at below []% at all times. Gearing is defined as the ratio of debt to debt plus equity.

( ) You shall maintain your total liabilities to tangible networth *[on a consolidated basis] at less than []% at all times.

( ) No dividends are to be paid to shareholders without the Bank's prior written consent.

( ) *[Directors', shareholders' and related corporations’ loans of at least S$[]]/[All directors’, shareholders’ and related corporations’ loans] shall be subordinated to the Facilities from the Bank and any repayment thereof would require the Bank's consent.

( ) You shall procure that there is no change in the beneficial ownership of its share capital without the prior written consent of the Bank;

( ) You shall not incur additional indebtedness, nor give or grant any guarantee or indemnity for the liability of any person, other than any subordinated loans and advances obtained from shareholders, guarantors or related companies;

( ) OTHER COVENANTS

[For LL/DCL/CL]

( ) Property/Project Undertakings

In addition to any other undertaking in any other agreement relating to the Facilities with the Bank, you shall:

(a) obtain and keep in force all approvals and licenses required for the development of the Project [including obtaining all building plan approvals by [date] or within [] months from the date of the issuance of the grant of written permission in respect of the Project by the competent authorities or such other extension as may be agreed to by the Bank; ] whichever is earlier

(b) within [] month(s) from the date of [acceptance of this Facility Letter]/[disbursement of the LL] open a project account (“Project Account”) with the Bank and operate the Project Account in accordance with the Housing Developers (Project Account) Rules and in such manner as required by the Bank;

(c) adhere to the following construction schedule dates or such other date(s) as the Bank may agree:-

Construction Schedule Date

OCBC Legal / Nov 09


Construction to commence by :Piling to be completed by :Reinforced Concrete Framework to becompleted by :Roof and ceiling to be completed by :Temporary Occupation Permit to be obtained by :

[(d) launch the Project for sale by [] or within [] months from the date approval for the sale of the units in the Project is obtained from the relevant competent authorities, whichever is the earlier;]

[(e) ensure that by the dates set out below the following sales target will be met:-

Date

[ ] - not less than [ ] % of the total number of units of the Project

[ ] - not less than [ ] % of the total number of units of the Project

[ ] - not less than [ ] % of the total number of units of the Project]

(f) shall provide all such undertakings and warranties relating to the Property and/or the Project as the Bank may require from time to time.

( ) CONDITIONS PRECEDENT TO AVAILABILITY OF FACILITIES

Applications by you to use the Facilities will not be accepted by the Bank unless you comply with all the conditions/covenants set out in this Facility Letter and such other provisions as the Bank may determine from time to time, and upon::

( ) receipt of the following (where applicable) in form and substance acceptable to the Bank, including but not limited to:-

[General provisions]

(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 Shareholders' Resolutions (if required by the Bank) and that of the Surety, if a corporation, in the Bank’s prescribed format and duly certified as a true copy by two Directors or a Director and the Company Secretary.

(c ) All security and support documents containing such terms and conditions as the Bank may in its absolute discretion require duly executed and duly stamped (where applicable).

(d) A copy of your Pawn Broking Licence.

( ) Form for appointment of process agent duly executed (where applicable).

OCBC Legal / Nov 09


( ) Spousal Consent duly executed (where applicable).

( ) Statement Containing Particulars of Charge in respect of the relevant security documents for filing with the Accounting and Corporate Regulatory Authority.

( ) All insurance policies and assignments required by the Bank.

[For Term Loans]( ) Without prejudice to the generality of the foregoing, (i) adequate mortgage

interest insurance for such amounts as the Bank shall deem fit from time to time taken out with OVERSEAS ASSURANCE CORPORATION LIMITED, and (ii) adequate insurance for such other purposes and for such amounts as the Bank shall deem fit from time to time taken out with OVERSEAS ASSURANCE CORPORATION LIMITED or such other insurance company acceptable to the Bank, in either case on terms and conditions acceptable to the Bank and assigned/endorsed in favour of the Bank as mortgagee and loss payee. All premium charges are to be borne by you and must be promptly paid. The policy(ies) and receipts for every premium paid in respect thereof shall be delivered and/or produced to the Bank without demand.

[For all other Facilities other than Term Loans]( ) Without prejudice to the generality of the foregoing, adequate insurance for

such purposes and for such amounts as the Bank shall deem fit from time to time taken out with OVERSEAS ASSURANCE CORPORATION LIMITED or such other insurance company acceptable to the Bank on terms and conditions acceptable to the Bank and assigned/endorsed in favour of the Bank as mortgagee and loss payee. All premium charges are to be borne by you and must be promptly paid. The policy(ies) and receipts for every premium paid in respect thereof shall be delivered and/or produced to the Bank without demand.

( ) Legal opinion by a legal counsel in the country of domicile/incorporation of the foreign *[Guarantor]/[Surety] [state name] [and your country of domicile/incorporation].

( ) Form of Confirmation and Consent duly executed by the existing third party mortgagor/chargor (where applicable).

[List all other documents required in relation to the Facilities. Examples are set out below.]

( ) Facility and/or Term Loan Agreement duly executed.

( ) All Security Documents duly executed.

[Provisions relating to properties/assets]

( ) All title deeds and documents relating to the Property and the title being in order.

( ) Evidence satisfactory to the Bank that the title to the Property is in order and that there are no defects, legal, structural or otherwise, in or affecting the Property and that the Property is acceptable to the Bank, in its absolute discretion, in all

OCBC Legal / Nov 09


respects as security for the Facilities granted to you.

( ) Satisfactory replies to all title/legal requisitions relating to the Property and all other searches as may be applicable and required by the Bank in connection with the Facilities.

( ) A valuation report from a valuer approved by the Bank stating that the market value of the [state asset] is not less than S$[].

( ) Evidence satisfactory to the Bank that all stamp fees, goods and services tax, value added or other similar taxes or fees payable in respect of the purchase and/or mortgage of the Property have been fully paid or have been earmarked/set-aside in such manner as the Bank may, in its absolute discretion, deem fit.

(Provisions relating to LL/DCL/ CL/Related BG)

( ) Certified copy by 2 of Directors or a Director and the Secretary of your resolutions of board of directors authorising (i) the acceptance of the Facilities (ii) the opening of a Project Account and such other accounts in connection with the Facilities (iii) the execution of the security/support documents set out in Clause [●] herein (the "Security Documents") and (iv) the appropriate persons to execute and deliver this Facility Letter and the Security Documents for and on your behalf and to take any action or sign any documents or notices contemplated in this Facility Letter and the Security Documents;

( ) Certified copy by 2 Directors or a Director and the Secretary of your resolutions of an extraordinary general meeting authorising (i) the acceptance of the Facilities upon the terms and conditions enumerated in this Facility Letter and (ii) approval of the Mortgage of the Property [and the Debenture] and disposal of your interest in the Property [and assets] pursuant to Section 160 of the Companies Act (Cap. 50), the terms of this Facility Letter and the Mortgage [and Debenture];

*[( ) Certified copy by 2 Directors or a Director and the Secretary of the Shareholder, of resolutions of its Board of Directors authorising the execution of the Deed of Subordination and the Shareholder and Director Undertaking;]

*[( ) Certified copy by 2 Directors or a Director and the Secretary of each of the Security Party (if a corporation) of resolutions of its/their respective Board of Directors authorising the entry into of the respective Security Documents to which it is a party;]

( ) the receipt by the Bank of valuation reports addressed to the Bank from independent professional valuers acceptable to the Bank *[and dated not more than [] days before [date]] stating that *[the fair market value of the Property and the Project (on a completed basis) is not less than S$[] and S$[] respectively / the value of the Property and the Gross Development Value of the Property are not less than S$[] and S$[] respectively];

( ) evidence that vacant possession of the Property has been delivered to you you prior to disbursement of any part of [the LL], [the DCL], [the CL] and

OCBC Legal / Nov 09


[issuance of any BG];

( ) Additionally, in respect of the LL, the receipt of the following in form and substance satisfactory to the Bank:-

( ) evidence that you have paid the difference between the purchase price of the Property and the LL;

( ) evidence that you have obtained the outline planning permission/ in-principle provisional approval for the Project;

( ) the Qualifying Certificate;

( ) Additionally, in respect of the CL, the receipt of the following in form and substance satisfactory to the Bank:-

( ) the Grant of Written Permission *[and the Building Plan Approval] in respect of the Project issued by the relevant competent authorities; *[However, at the Bank’s absolute discretion, you may upon obtaining in principle provisional approval for the Project (including the permit to commence works) from the relevant authorities be allowed to drawdown on the CL up to a maximum of S$[] for payment of preliminary works including piling costs and the professional fees in respect of the Project];

( ) a copy of the executed and dated Building Contract / letter of award for the Project showing that the total construction costs (including professional fees and goods and services tax) is not more than S$[] for completion of the Project together with the fee details of the total construction costs;

( ) confirmation from an Architect/Quantity Surveyor that the *[total construction costs (including professional fees and good and services tax) is not more than S$[] for completion of the Project together with the fee details of the total construction costs] / [construction costs for the Project is in line with prevailing market pricing for such projects in the event that the building contract for the Project is awarded to a corporation which is related to you];

( ) confirmation from an Architect/Quantity Surveyor on the value of the work undertaken in respect of the Project, together with such invoices or such other documentary evidence given in accordance with the Housing Developers (Project Account) Rules.

( ) evidence of payment of the development costs of the Project not financed by the CL

( ) confirmation from the Architect that the gross floor area and saleable area of the Project is not less than [] square feet and [] square feet respectively; and

( ) evidence of payment of any cost overruns for the Project.

OCBC Legal / Nov 09


( ) Additionally, in respect of the DCL, the receipt of the following in form and substance satisfactory to the Bank:-

( ) evidence that you have obtained Development Charge/Differential Premium order;

*[( ) evidence that you have paid the difference between the Development Charge/Differential Premium and the DCL;]

( ) Additionally, in respect of the BG (favouring the Controller of Housing) issued prior to completion of the purchase of the Property and the finalisation of legal documentation for the Facilities, the receipt of the following in form and substance satisfactory to the Bank:

( ) *[Existing/New] Deed of Guarantee and Indemnity *[dated [] – to put date only if you choose Existing] for *S$[] / [all monies] from [insert name of guarantor].

( ) *[Existing/New] Deed of Proportionate Guarantee and Indemnity *[dated [] – to put date only if you choose Existing] for *S$[] / [all monies] from your shareholders [insert name of guarantors] in the *[proportions of their respective shareholdings]/[following proportions: [state proportions]].

( ) Mortgage signed in escrow in respect of the Property.

( ) Caveat lodged in respect of the Property.

( ) any other document which the Bank may request and such other action(s) which the Bank may reasonably request to be undertaken by you.

“Security Party” means a party providing any of the security or support set out in Clause [ ].

( ) (where the Facilities are for the purpose of financing the purchase of asset) Evidence that the difference between the purchase price and the quantum of the Facilities herein granted for the purchase has been fully paid to the Vendor. [The [state type of facility] will be disbursed progressively against []% of [state assets] costs as evidenced by the relevant certificates/invoices satisfactory to the Bank and after receipt by the Bank of such other additional documents as the Bank may in its absolute discretion require].

( ) (where the Property is leased from the JTC, HDB, URA or other authority) Approval(s) from the relevant authority(ies) to the mortgage of the Property to the Bank.

( ) duly signed consent from prior mortgagee or chargee, where required.

( ) (where the asset is refinanced by the Bank) Evidence that the amount to be disbursed by the Bank is the lower of (i) the Facilities granted for the refinancing or (ii) the amount required on completion for the redemption of the existing mortgage/charge over the [state asset].

( ) Evidence satisfactory to the Bank that the [state asset] are in good working

OCBC Legal / Nov 09


order.

( ) (where the asset are located in premises not owned by you) Letter(s) of consent(s) from landlords/owners of the premises in which the [state asset] or any part thereof are placed, located or installed.

( ) (where the asset are located in premises which are charged/mortgaged to another bank/others) Letter(s) of consent(s) from the existing chargees/mortgagees of the premises to exclude the [state asset] from the existing [state existing security(ies) e.g. mortgage, debenture, charge etc].

[Provisions relating to guarantees]

( ) Form of Confirmation and Consent duly executed by the existing Guarantors (where applicable).

[Provisions relating to contractor financing]

( ) All security and legal documentation must be completed within [v] months from letter of award or [v] month(s) after the execution of the main contract between you and [name of Project Owner], whichever is earlier.

( ) You shall submit to the Bank the Project’s accumulative progress claims schedule within 3 months from the date of disbursement of the Facilities for Accounts Receivables Financing.

( ) The [state Facilities] shall be cancelled upon completion of [v] % of the Project or [specify date] whichever is earlier.

( ) You undertake to arrange for all GIRO / Irrevocable payment instructions from you to [name of Project Owner] for the progress claims from the Project to be credited into your existing non-checking account [v] with the Bank.

( ) You shall use proceeds from progress claims of the Project credited to your non-checking account with the Bank [to repay any outstanding import loans due under [type of facility].

( ) You shall submit to the Bank the progress report on the Project on a monthly basis.

[Provisions relating to vessel financing]

( ) Submission of valued full Institute Time Clause (“ITC”) Policy assigned/endorsed in favour of the Bank as mortgagee and loss payee covering:-

- Hull & Machinery coverage- War & Risks- Non-cancellation clause- Mortgagee Interest clause- Contractual Liability- Protection & Indemnity Insurance Policies satisfactory to the Bank

All premium charges are to be borne by you and must be promptly paid. The

OCBC Legal / Nov 09


policy(ies) and receipts for every premium paid in respect thereof shall be delivered and/or produced to the Bank without demand.

( ) A valuation report addressed to the Bank, as and when required by the Bank, from an independent valuer acceptable to the Bank confirming the value of the Vessel is as agreed by the Bank.

( ) A valuation report addressed to the Bank, from an independent valuer acceptable to the Bank confirming the value of the Vessel upon completion is as agreed by the Bank.

( ) Evidence satisfactory to the Bank that the difference between the purchase price of the Vessel and the quantum of the Facility granted herein for the purchase has been fully paid to the Vendor.

( ) Evidence satisfactory that the Vessel has valid Maritime and Port Authority of Singapore’s Harbour / Pleasure Craft License and shall obtain Bunker Category ‘A’ Classification during the entire tenor of the Facility.

( ) Evidence satisfactory to the Bank that the Vessel is/will be registered at the Maritime and Port Authority of Singapore.

( ) Evidence satisfactory to the Bank that the Vessel is/will be registered at the Maritime and Port Authority of Singapore and classed under [v] or such other Classification Society acceptable to the Bank.

( ) Evidence satisfactory to the Bank that title to the Vessel is in order and that the Vessel is seaworthy and in good working condition and the Vessel is acceptable to the Bank in the Bank’s absolute discretion, as security in all respects for the Facilities.

( ) Evidence satisfactory to the Bank that the mortgage of the Vessel has been registered with the Maritime and Port Authority of Singapore.

( ) Documents satisfactory to the bank evidencing that total construction of the Vessel is at least $[v]. Such documents to be submitted shall include contract with the shipyard and quotations/invoices from suppliers and contractors.

( ) Evidence satisfactory to the Bank that you have paid (or have the ability to pay) the difference between the construction cost and the limit of the Facilities. In addition, any cost overruns in excess of construction cost shall be paid by you upfront.

( ) Construction Schedule shall be submitted to the Bank prior to the issuance of the Letters of Credit. Thereafter, you shall provide the schedule against stages of construction of the Vessel based on the status report prepared by [v] or such other Classification Society acceptable to the Bank on a quarterly basis. Should the construction be delayed by more than [v] months from schedule, the Bank has the right to revise the terms to improve its security position.

[Provisions relating to vessel financing – Term Loan]

( ) Prior to disbursement of any part of the Term Loan, you shall furnish evidence

OCBC Legal / Nov 09


satisfactory to the Bank of the following: -

( ) A valuation report addressed to the Bank, as and when required by the Bank, from an independent valuer acceptable to the Bank confirming the value of the Vessel is as agreed by the Bank. The valuation report shall not be more than [v] months from the date of drawdown.

( ) The Vessel has been registered in Singapore with supporting Certificate of Registration of the Vessel and Certificate of Sea-Worthiness and Classification, both acceptable to the Bank.

[Derivative Transactions]

( ) Duly executed ISDA Master Agreement.

( ) Schedule to the Master Agreement.

( ) Risk Disclosure Statement.

( ) Board Resolutions authorising your entry into the ISDA Master Agreement and derivative transactions.

[Provisions relating Block Discounting]

( ) Letter of waiver from creditors to whom you had granted a Debenture

( ) All documents as required under the Bank’s Master Agreement regulating Block Discounting of Hire Purchase Agreements

[Provisions relating to Fleet Financing]

( ) Invoice from the vendor stating the price and other details of the specific vehicle

( ) Evidence satisfactory to the Bank that the amount of deposit for the specific vehicle has been paid to the vendor

( ) Evidence satisfactory to the Bank that the specific vehicle has been delivered to you

( ) Evidence satisfactory to the Bank that insurance in the joint names of the Bank as owner and you as hirer has been obtained for the specific vehicle as required under the Bank’s Hire Purchase Agreement

[Provisions relating to Floor Stock Financing ]

( ) Such documents as the Bank may require in connection with the completion , perfection and registration of the security created or intended to be created in connection with the Facility, including, but not limited to, the following

1) For Used Passenger Vehicles/Commercial Vehicles: Bill of exchange;

OCBC Legal / Nov 09


Dealer’s Invoice and Certificate of Declaration; Vendor’s Invoice and Certificate of Declaration; Official receipt from the Vendor; and/or LTA acknowledgment confirming the ownership of the vehicles.

(2) For New Passenger Vehicles: Bill of Exchange; and/or Where the vehicles have been purchased and paid for by the Dealer:

(i) Dealer’s Invoice and Certificate of Declaration, (ii) A copy of the Bill of Lading from the Vendor, and/or(iii) Official receipt from the Vendor; or

Where the advance(s) made under the Facility is/are paid directly to the Vendor at the instructions of the Dealer:

(i) Dealer’s Invoice and Certificate of Declaration.

( ) Evidence satisfactory to the Bank that the vehicles to be financed are free from encumbrance.

( ) Letter of confirmation from existing debenture holders that the vehicles to be financed are excluded from the existing debentures

( ) the following conditions being satisfied:-

[General Provisions]

(a) There is no material adverse change in your financial condition, operating environment, management or any other conditions which in the opinion of the Bank will materially affect your ability to perform your obligations under this Facility Letter.

(b) There exists no event of default as set out in the Bank's Standard Terms and Conditions Governing Banking Facilities or any other event which would, with the giving of notice or passing or lapse of time and/or a relevant determination, constitute an event of default.

(c) All representations and warranties contained in this Facility Letter and in the Bank's Standard Terms and Conditions Governing Banking Facilities have been complied with and would be correct in all respects if repeated on the date of advance, drawdown or availment of each of the Facilities by reference to the circumstances then existing.

(d) 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 absolute discretion impose.

( ) A non-checking account has been opened with the Bank to receive the assigned proceeds and earnings, where applicable.

( ) BREAKFUNDING COSTS

( ) If you fail to effect drawdown in respect of the [state type of facility], or satisfy the

OCBC Legal / Nov 09


conditions for advance after the Notice of Drawing has been given by you, in addition to the other remedies of the Bank hereunder, you shall on demand, pay to the Bank such amount as the Bank may certify as necessary to compensate it for any costs incurred by the Bank resulting from your failure to effect the drawdown or a failure to satisfy the conditions for the advance, including but not limited to losses from re-employment of funds borrowed or contracted for to fund the advance at rates lower than the cost of such funds.

( ) Any breakfunding costs incurred by the Bank, in respect of any amount prepaid before its original due date or in unwinding its funding prematurely (as determined by the Bank in its sole discretion) shall be borne by you and payable on the Bank’s demand notwithstanding that the prepayment or full settlement before the maturity of the Facilities is requested by the Bank.

( ) DEFAULT INTEREST

[State applicable default interest. Examples set out below.]

Default interest shall be payable at the rate of []% p.a. over the Bank’s *[prime lending rate]/[Cost of Funds]/[Swap Offer Rate] prevailing from time to time for financing in Singapore Dollars and []% p.a. over *[SIBOR/foreign currency prime] for financing in foreign currencies or such other rates as may be determined by the Bank in its absolute 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.

[clause relating to Fleet Financing]

Default interest shall be payable at the rate of []% p.a. over the Bank’s prime lending rate prevailing from time to time or such other rates as may be determined by the Bank in its absolute discretion on any hire instalments under any hire purchase agreement not paid on the due dates specified.

( ) TOP UP CLAUSE

(a) Without prejudice to Clause 13 of the Bank's Standard Terms and Conditions Governing Banking Facilities, the total outstanding or the limit of [state type of facility] shall not at any time exceed []% of the market value of the [state asset], otherwise you will have to top up by providing additional collateral acceptable to the Bank and/or reduce the outstanding or facility limit within such period as the Bank may in its absolute discretion determine and notify to you.

(b) The Bank may in its absolute discretion value the [state asset] and any other securities held by the Bank and it reserves the right to call for valuation thereof at any time and such valuation shall be final and conclusive. All expenses, fees and charges incurred

OCBC Legal / Nov 09


shall be borne by you.

[For LL/DCL/CL](a) Without prejudice to Clause 13 of the Bank's Standard Terms and Conditions

Governing Banking Facilities, the total outstanding or the limit of [state type of facility] shall not at any time exceed []% *[of the market value] / [of the “as is “ value of the Project / Gross Development Value of the Property], otherwise you will have to top up by providing additional collateral acceptable to the Bank and/or reduce the outstanding or facility limit within [v] days or such period as the Bank may in its absolute discretion determine and notify to you.

(b) The Bank may in its absolute discretion value the [state asset] and any other securities held by the Bank and it reserves the right to call for valuation thereof at any time and such valuation shall be final and conclusive. All expenses, fees and charges incurred shall be borne by you.

( ) OTHER TERMS AND CONDITIONS

[List the terms and conditions applicable to the Facilities. E.g. are set out below.]

[Facilities secured on a mortgage over property ]

( ) (Where security given is an Assignment of Rental *[and Sale] Proceeds). You are to furnish to the Bank copies of all tenancy *[and sale] agreements. *[All rental income *[and sale proceeds] shall be credited into the account specified by the Bank.]

( ) You shall observe and perform all terms, covenants, stipulations and conditions on your part to be performed and observed in relation to the Property, including without limitation, the terms, covenants, stipulations and conditions contained in the Building Agreement, Lease, Agreement for Lease and/or Sale and Purchase Agreement in respect of the Property.

OR

( ) You shall observe and perform and shall ensure and procure that [name of mortgagor] (“the Mortgagor”) performs and observes all terms, covenants, stipulations and conditions on your or the Mortgagor’s part to be performed and observed in relation to the Property, including without limitation, the terms, covenants, stipulations and conditions contained in the Building Agreement, Lease, Agreement for Lease and/or Sale and Purchase Agreement in respect of the Property.

[Clauses relating to vessels]

( ) You are to furnish to the Bank copies of all charter contracts.

( ) You are to credit all earnings of the Vessel into the account specified by the Bank.

( ) You are to credit all earnings of the Vessel into the charged account or an account specified by the Bank. Irrevocable instruction shall be given to the charterer to credit charter proceeds to such account no later than [v].

( ) The Mortgage with the accompanying Deed of Covenants, the Assignment of

OCBC Legal / Nov 09


Insurances and the Assignment of Earnings shall be perfected upon delivery and completion of the Vessel.

[Clauses relating to Pawnshop Financing]

(a) You shall submit to the Bank a copy of your Monthly Return to the Registrar of Pawnbrokers on Pawnbroking Business within 14 days of your submission to the Registrar of Pawnbrokers of the same.

(b) You shall permit a regular inspection to be undertaken at your pawnshop and your pawn articles, which shall be conducted by an inspector appointed by the Bank.

(c) The total credit limit of the Facilities shall not exceed [v]% of the value of [pledged stocks][state security], as determined by the Bank based on your Monthly Return to the Registrar of Pawnbrokers on Pawnbroking Business, at any time.

[Clause relating to Block Discounting ]

In the event of any inconsistency between the terms and conditions of this Facility Letter (as amended, modified, revised or supplemented from time to time) and the terms and conditions of the Bank’s Master Agreement regulating Block Discounting of Hire Purchase Agreements to be entered into by you as Dealer, the latter shall prevail provided always that no inconsistency is deemed to have arisen or shall be treated as having arisen by reason only that matters addressed in the latter are not specifically addressed in the former and vice versa.

[Clauses relating to Fleet Financing ]

(a) You agree to indemnify the Bank, its officers, directors, agents and employees (the “Indemnified Persons”) on demand at all times against each and every liability (whether civil or criminal), taxes, loss, charge, claim, proceedings, damage, judgment, enforcement, penalty, fine, costs (including legal costs) and expense of whatsoever nature suffered or incurred by or imposed on any Indemnified Person from time to time in connection with any of the vehicles, any Hire Purchase Agreement entered or to be entered into by you as hirer, this Facility Letter, purchase, sale, ownership, use, operation or hiring of any of vehicle, any product or strict liability relating to any of vehicles or pursuant to any Hire Purchase Agreement entered or to be entered into by you as hirer or any other document.

(b) In the event of any inconsistency between the terms and conditions of this Facility Letter (as amended, modified, revised or supplemented from time to time) and the terms and conditions of the Bank’s Hire Purchase Agreement(s) to be entered into by you as hirer for the specific vehicles, the latter shall prevail provided always that no inconsistency is deemed to have arisen or shall be treated as having arisen by reason only that matters addressed in the latter are not specifically addressed in the former and vice versa.

[Clauses relating to Floor Stock Financing]

(a) You shall permit the Bank and its duly authorised agents to inspect the vehicles at all reasonable times and you shall keep the Bank informed of their whereabouts, if requested.

OCBC Legal / Nov 09


(b) You shall undertake to refer all your retail customers seeking hire purchase financing to the Bank.

[Clauses relating to LL/DCL/CL]

( ) Drawdown:

Any drawdown of the [LL/DCL/CL] must be made by a notice substantially in the form as may be prescribed by the Bank which must be received by the Bank, not later than 11.00 a.m. on the third business day prior to the intended date of drawing.

( ) Final Maturity Date

All outstanding Facilities amounts shall be fully repaid in one lump sum on [v ]or [v] months from first disbursement or [] months from the date of issuance of Temporary Occupation Permit of the Project, whichever is earliest (“Final Maturity Date”).

( ) Cost Overruns

All cost overruns on the Project for whatsoever reason shall be paid by you *[your Shareholders / Directors / Corporate Guarantors]. A cost overrun will be evidenced by the Quantity Surveyor/Architect certificate indicating that the development cost incurred as of the certification date plus development cost to complete the Project will exceed [Development Cost]. In the event of a cost overrun, the Bank reserves the right to cease funding the Project until the cost overrun has been paid by you *[and/or your Shareholders and/or the Directors and/or the Corporate Guarantors].

[Clauses relating to Internationalisation Finance Scheme]

(a) You shall comply with all additional terms and conditions as may be specified by International Enterprise Singapore Board (hereinafter referred to as “IE Singapore”), at its sole discretion from time to time, under IF Scheme administered by it and do all acts necessary to comply with and to enable the Bank to comply with all conditions and requirements of IE Singapore (including without limitation, all eligibility requirements).

(b) Throughout the whole Facility tenor, you shall not undertake or permit any change of shareholders, authority or management control, unless with the prior approval in writing of the Bank and IE Singapore.

In the event that you are a company, business or firm incorporated in Singapore and registered with the Accounting and Corporate Regulatory authority of Singapore whether or not listed on the Singapore Exchange Securities Trading Limited which meets the eligibility criteria of IE Singapore, and the beneficiary of the Facility is (i) a corporate entity registered overseas in which 50% or more of the issued share capital or equity stake is held by you (the “Direct Overseas Subsidiary”) or (ii) a corporate entity registered overseas in which at least 20% but less than 50% of the issued share capital of equity stake is held by you (the “Direct Overseas Associated Company”), you shall maintain the same level of shareholding, authority and management control in the Direct Overseas Subsidiary or Direct Overseas Associated Company throughout the whole Facility tenor. In the event that you change your level of shareholding, authority and/or management control in the Direct Overseas Subsidiary or Direct Overseas Associated Company, you are required to seek prior approval in writing of the Bank and IE Singapore.

OCBC Legal / Nov 09


In the event that you are (i) a corporate entity registered overseas in which 50% or more of the issued share capital or equity stake is held by a company, business or firm incorporated in Singapore and registered with the Accounting and Corporate Regulatory Authority of Singapore whether or not listed on the Singapore Exchange Securities Trading Limited which meets the eligibility criteria of IE Singapore (the “QSE”) or (ii) a corporate entity registered overseas in which at least 20% but less than 50% of the issued share capital of equity stake is held by the QSE, you shall procure that the QSE shall maintain the same level of shareholding, authority and management control in you throughout the whole Facility tenor. In the event that the QSE changes its level of shareholding, authority and/or management control in you, you are required to and shall procure the QSE to seek prior approval in writing of the Bank and IE Singapore.

(c) You shall provide any other document(s) as may be required by the Bank or IE Singapore from time to time and adhere to and abide by all other conditions precedent or subsequent as the Bank may in its sole discretion impose.

(d) Without prejudice to the Bank’s right to terminate the Facility under the provisions herein, in the event your application under the IF Scheme is rejected by IE Singapore, or you at any time fail to satisfy such criteria as IE Singapore may at its absolute discretion determine from time to time, or you breach any of the terms and conditions governing the Facility and the Facility has been either fully or partially drawndown then the Bank reserves the right to terminate the Facility and demand immediate repayment of all sums disbursed by the Bank under the Facility together with interest at the rate determined by the Bank. The Bank may at its absolute discretion (but is not bound to) in such event or in the event your application is not approved by IE Singapore, extend to you the Facility upon commercial terms acceptable to the Bank.

(e) You irrevocably consent and authorise the Bank to disclose to IE Singapore and its representatives all information and particulars relating to the operation of your account and financing under the IF Scheme and any other information, particulars and documents as may be requested or required by IE Singapore from time to time, including, without limitation, the particulars of all other facilities granted by the Bank to you and the particulars of all credit support (including, without limitation, all guarantees, indemnities and/or mortgages, pledges, liens, charges, assignments, hypothecation or security interests or any other agreement or arrangement having similar effect) at any time existing and taken by the Bank.

(f) 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 or IE Singapore and to execute any further document(s) deemed necessary by the Bank or IE Singapore.

(g) You shall not use the Facility for any purpose other than that represented by you to IE Singapore and duly approved by IE Singapore.

(h) Without limitation to the generality of any clause of the Bank’s Standard Terms and Conditions Governing Banking Facilities, in the event that the Facility is denominated in a foreign currency and any amount recovered (the “Compensation Amount”) is paid to the Bank in Singapore dollars and the rate of exchange from Singapore dollars to foreign currency (the “Forex Rate”) applied in computing the Compensation Amount is a rate other than the Forex Rate as at the date of such payment, the amount of shortfall, if any, between the Forex Rate applied and the Forex Rate as at the date of such payment (the “Shortfall”) shall remain due and payable by you. In this connection, the Bank shall be entitled to take all necessary actions and steps as it deems fit to claim the amount of the Shortfall from you together with any other costs, damages and expenses whatsoever in connection or arising therewith.

OCBC Legal / Nov 09


( ) Conditions

(a) Minimum Selling Price: You shall ensure that the minimum selling price of each unit in the Project shall not be less than [Minimum Selling Price] or such lower amount as may be agreed to by the Bank in writing.

(b) Partial Discharge/Release: Partial discharge/release of the individual units in the Project shall be allowed provided the [Minimum Selling Price] is not breached and the Bank is in receipt of [v]% of the proceeds of sale in respect of each unit to be discharged.

( ) Documentation

This offer is subject to completion of all documentation (as the Bank may require) in form and substance acceptable to the Bank. If the documentation are not completed within three (3) months from the date of acceptance of this Facility Letter, then this offer will lapse, unless the Bank in its absolute discretion agrees in writing to extend this offer.

( ) Applications [This section is not to be altered, otherwise the non-legally binding nature of this letter is affected]

Each application by you to use the Facilities in whole or in part shall be a request by you to the Bank to extend financing on the terms set out or referred to in this Facility Letter. No commitment by the Bank to extend financing shall arise until any application by you is accepted by the Bank either expressly or by the Bank extending financing to you.

Notwithstanding anything to the contrary, applications made after (insert the line expiry of the credit line) to use the Facilities on the terms set out herein will not normally be considered by the Bank but if the Bank accommodates your request after such date, then all terms set out or referred to herein shall apply to such accommodation.

You shall, unless otherwise agreed to by the Bank, maintain at least one operating account with the Bank for the day-to-day operation of your business for so long as any sum remains owing under the Facilities. You agree that the volume of your transactions including FX spot, forward and derivative transactions and Interest Rate swap and derivative transactions with the Bank would reasonably correspond with the utilization of the Facilities as well as the level and nature of your business activities.

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.

( ) This Facility Letter when accepted will supersede the Bank’s previous letter(s) of offer to you.

( ) Save for the above, all other terms and conditions as enumerated in our previous Facility Letters shall continue to apply so long as they are not inconsistent with this Facility Letter. In the event of any inconsistencies, the term and conditions enumerated in this Facility Letter shall prevail.

OCBC Legal / Nov 09


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.

We trust that the above terms and conditions are acceptable to you. This offer will lapse after [] days from the date of this Facility Letter, unless otherwise arranged.

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 [and Shareholders'] Resolution(s) in the form attached. Notwithstanding your failure to accept and return this Facility Letter within the deadline set out above, the use of the Facilities by you shall be deemed as your acceptance of all terms and conditions as stated.

If you have any queries, please do not hesitate to contact [Name] at [Phone No.] who shall be pleased to assist you.

We are pleased to be of service to you and look forward to hearing from you in due course.

Yours faithfullyfor OVERSEA-CHINESE BANKING CORPORATION LIMITED

......................................................................

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.

......................................................................For and on behalf of [Name of Borrower]Name of Authorised Signatory(ies):Date:

[Clause relating to Fleet Financing ]

We hereby accept the Facilities on the terms and conditions contained in this Facility Letter, the terms and conditions in the Bank’s Hire Purchase Agreement to be entered into for the specific vehicles and in the Standard Terms and Conditions Governing Banking Facilities.

......................................................................For and on behalf of [Name of Borrower]Name of Authorised Signatory(ies):Date:

OCBC Legal / Nov 09


[On Borrower’s Corporation Letterhead]

FORM OF NOTICE OF DRAWING

OVERSEA-CHINESE BANKING CORPORATION LIMITED Date:65 Chulia StreetOCBC CentreSingapore 049513

Dear Sirs

NOTICE OF DRAWING*[TERM LOAN]/[REVOLVING CREDIT]/[SPECIFIC ADVANCE] FACILITY OF S$[]

Pursuant to Clause [] of the Facility Letter dated _____________________________ (“Facility Letter”) in respect of the above *[Term Loan]/[Revolving Credit]/[Specific Advance] Facility, we hereby give you notice that we request a drawing under the said facility to be made to us under the Facility Letter on the following terms:-

(a) Amount :(b) Proposed Drawing Date :[( ) Interest/Loan Period : *(1), (2), (3), (6), (9), (12) months][( ) Currency of Loan : ]

The proceeds of this drawing are to be made available to us by [specify mode of disbursements].

We confirm:-

(i) that the conditions precedent under the Facility Letter and the Bank's Standard Terms and Conditions Governing Banking Facilities have been complied with in every respect;

(ii) that each of the representations and warranties contained in the Facility Letter and the Bank's Standard Terms and Conditions Governing Banking Facilities are true and accurate in all respects as though made on the date of this request;

(iii) that all the covenants on our part contained in the Facility Letter and the Bank's Standard Terms and Conditions Governing Banking Facilities have been fully performed and observed by us; and

(iv) that as at the date hereof no event of default as set out in the Facility Letter and the Bank's Standard Terms and Conditions Governing Banking Facilities (“Event of Default”) has occurred and no event has occurred which, with the giving of notice and/or the lapse of time and/or upon your making any necessary certification and/or determination under the Facility Letter and the Bank's Standard Terms and Conditions Governing Banking Facilities, might constitute an Event of Default. We further represent warrant and undertake that no Event of Default and none of the events aforesaid will exist at the date of the intended drawdown.

By: ______________________Authorised Signatory

OCBC Legal / Nov 09


BLOCK DISCOUNTING/FLEET FINANCING/FLOOR STOCK FINANCING – PRICING/TYPE OF SECURITY/QUANTUM OF FINANCING/INTEREST

( ) BLOCK DISCOUNTING

FINANCING GUIDELINES

Type of Security Quantum of financing1. New and used passenger

vehicleswith PARF benefits subject to ageof vehicles plus discounting period

not exceeding [v] years.

[v]% of the purchase price of the passenger vehicle (including COE) or market value, whichever is lower less instalments paid and instalment due.

2. Extended COE passenger vehicles.

[v]% of the purchase price of the passenger vehicles (including COE) or market value, whichever is lower less instalments paid and instalment due.

3. New , used and extended COElight commercial vehicles and taxi

New light commercial vehicles – [v]% of the purchase price (including COE) less instalments paid and instalment dueUsed & Extended COE light commercial

vehicles – [v]% of the purchase price

(including COE) or market value, whichever is

lower less instalments paid and instalment

due.

4. New buses [v]% of the purchase price (including COE)5. Used buses [v]% of the purchase price (including COE) or

market value, whichever is lower less instalments paid and instalment due.

RATES AND PERIOD OF FINANCING

(a) New and used passenger vehicles with PARF benefits subject to age of vehicles plus financing period not exceeding [ v ] yrs

PERIOD ADVANCE EFFECTIVE ARREAR EFFECTIVEYRS PAYMENT RATE PAYMENT RATE

(%p.a.flat) %pa (%p.a.flat) %p.a123…

OCBC Legal / Nov 09


(b) Extended COE passenger vehicles



(c) New and used light commercial vehicles, taxi and buses (within [ v ] years old)



(d) Extended COE light commercial vehicles and buses



Note : The bank may vary the interest rate from time to time at its absolute discretion.

( ) FLEET FINANCING

FINANCING GUIDELINES

TYPE OF SECURITY QUANTUM OF FINANCING1. New Passenger And

Commercial VehiclesA maximum of [v]% of the purchase price of new passenger or commercial vehicle.

2. Used Passenger Vehicles A maximum of [v]% of the purchase price or market valuation as determined by the Bank, whichever is lower, of used passenger vehicle.

Where the Financing Limit determined by the Bank in accordance with the foregoing is in currency other than that in which the Facility is denominated, the Bank will make available the equivalent in Singapore Dollars based on the exchange rate prevailing on

OCBC Legal / Nov 09


the date agreed to by you and the Bank.

PERIOD OF HIRE AND PRICING

a. Period of Hire/Pricing for Passenger Vehicles (New & Used)

PERIOD ADVANCE PAYMENT EFFECTIVE RATE

(Mths) (%pa flat) (%pa)122436486072

b. Period of Hire/Pricing for Commercial Vehicles (New & Used)

PERIOD ADVANCE PAYMENT EFFECTIVE RATE

(Mths) (%pa flat) (%pa)122436486072

The above rates may be subject to change according to prevailing market conditions and may be varied at the Bank’s sole and absolute discretion.

( ) FLOOR STOCK FINANCING

QUANTUM OF FINANCING

TYPE OF SECURITY QUANTUM OF FINANCING

1. Used passenger vehicles with PARF benefits subject to age of vehicles not exceeding 8 years (“Used Passenger Vehicles”) / Commercial Vehicles

A maximum of 80% of market valuation or the cost of acquiring the vehicle, whichever is lower provided always that, a proposed advance when aggregated with all advances outstanding under the Facility shall not exceed the Approved Credit Limit.

2. New passenger vehicles with PARF benefits subject to age of vehicles not exceeding 10 years (“New Passenger Vehicles)

100% of the invoiced price of the vehicle, which includes 100% Open Market Value and custom duties.

OCBC Legal / Nov 09


PERIOD OF FINANCING / FINANCING TENOR

TYPE OF SECURITY QUANTUM OF FINANCING

1. Used Passenger Vehicles The initial period of financing shall be up to 60 days (the “Initial Period”). You may apply to extend the Initial Period by successive periods of 30 days provided always that the maximum aggregate financing period in respect of a vehicle shall not exceed [v ] days.

2. New Passenger Vehicles The maximum aggregate financing period shall not exceed 90 days

INTEREST

1. In respect of each advance, you shall pay to the Bank interest thereon in arrears on the last business day of each calendar month (on the basis of the number of days elapsed over a 365-day year and accrued daily, inclusive of the day of drawdown of the advance, up to the last day of the calendar month) for Used Passenger Vehicles, New Passenger Vehicles and Commercial vehicles as follows:: -

1.1 New Passenger vehicles (with PARF)

: 1.5% p.a. over the Bank's prevailing prime lending rate. *

1.2 Used Passenger vehicles (with PARF) subject to age of vehicles not exceeding 8 years


1.3 Passenger vehicles (with extended COE)


1.4 Commercial vehicles (up to 5 years)


*The Bank’s current prime lending rate is at 5.00% per annum. The interest rates of the above are charged for the initial 60 days period, subject to a minimum interest of S$30/-.

2. The Bank may vary the interest rate(s) from time to time at its absolute discretion by notice in writing to you.

3. You hereby unconditionally and irrevocably authorise and instruct the Bank to debit and the Bank shall have the right to debit your account or accounts with the Bank with the interest provided for in clauses 1 and 2 above and other costs and

OCBC Legal / Nov 09


expenses which are due and owing under the provisions herein.

4. If you shall fail to pay any advance and interest thereon and all sums payable hereunder and under the security documents when due payable or upon sooner demand by the Bank or in the event of any utilisation in excess of the Approved Credit Limit then, you shall pay default interest to the Bank on such amounts outstanding and unpaid at the rate of 4.75% over the Bank’s prime lending rate prevailing from time to time or such other rates as may be determined by the Bank in its sole discretion. Default interest shall be payable as well after as before judgement from the due date or dates for payment thereof until the date of actual receipt of payment by the Bank.

OCBC Legal / Nov 09