General Facility Letter

17

REAL ESTATE

GENERAL FACILITY LETTER

PRIVATE AND CONFIDENTIAL

Our Ref: [ ]

Date: [ ]

To: [ Name of Borrower ]

[ Address ]

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 (as defined below), for a total amount not to exceed at any one time S$[].

The availability of the Facilities is also subject to satisfactory completion of legal documentation [and based on the Standard Terms and Conditions Governing Banking Facilities] (n.b. You must include the words highlighted in yellow if there are no solicitors acting for OCBC in your transaction).

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

1. LIMITS/QUANTUM

Limit

( ) Land Loan S$ [ ]

( ) Construction Loan S$ [ ]

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

( ) Banker’s Guarantee S$ [ ]

(Maximum Tenor excluding claim period: [v] years.

Maximum Claim Period: [] months)

( ) 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)

( ) Performance Bond(s)/Bid Bond(s) S$ [ ]

(Tenor : up to []months)

( ) Standby Letters of Credit S$ [ ]

(Maximum Tenor: [] months)

( ) 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)

( ) Foreign Exchange S$ [ ]

( ) Interest Rate Derivatives S$ [ ]

Total: S$ [ ]

(collectively the "Facilities" and each a "Facility")

*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 ]

3. PRICING

[state pricing requirements for each facility granted]

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] *[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.

( ) Debenture over Assets

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

( ) Charge/Letter of Set-Off

( ) *[Existing] Charge of Cash and Security Agreement (First Party) for [fixed deposits/ACU fixed deposits/structured deposits] amounting to not less than [state currency and amount].

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

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

( ) *[Existing] Letter of Set-Off and Guarantee (Third Party) for [fixed deposits/ACU fixed deposits] 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] *[[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] *Assignment of Rental *[and Sale] Proceeds *[(First Party)]/[(Third Party)] in respect of the Property *[with notification and acknowledgement of assignment from tenants *[and purchasers]]/[without notification (unless required by the Bank)]

*[Existing] 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)]

Guarantee

( ) *[Existing] Deed of Guarantee and Indemnity for *S$[] / [all monies] from [insert name of guarantor].

( ) *[Existing] Deed of Proportionate Guarantee and Indemnity for *S$[] / [all monies] from your shareholders [insert name of guarantors] in the *[proportions of their respective shareholdings]/[following proportions: [state proportions]].

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

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

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

Deed of Subordination

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

( ) OVERDRAFT FACILITY

( ) 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].

The above reduction schedule shall be subject to review at the Bank’s absolute discretion. The Overdraft is repayable on demand.

( ) 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

The above reduction schedule shall be subject to review at the Bank’s absolute discretion. The Overdraft is repayable on demand.

( ) TERM LOAN

Availability:

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

( ) The *Land Loan / Development Charge Loan / Construction Loan / Term Loan / Others: ________ 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 *LL / DCL / CL / TL / Others: _________ shall be available for 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 drawdown shall be the lower of S$_____ or the amount required on completion for the redemption of the existing mortgage over the Property.

( ) Subject to compliance with conditions precedent, the *LL / DCL / CL / TL / Others: _________ shall be available for drawdown *[in one lump sum within _____ months / in multiple sums within _____ months / within _______ months ] from date of Facility Agreement or _________, whichever is earlier.

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.

(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.

( ) Drawdown shall be in *[one lump sum [ ] days after Facility Agreement / in series of drawdown as follows [ ] ]

( ) The Borrower shall drawdown on the *LL / DCL / CL / TL / Others: _________ in one [lumpsum]/[any part of the [*LL / DCL / CL / TL / Others: _________ ]] *[by giving to the Bank notice in writing of your intention to make the drawing not later than ___ *[Business] Days prior to the intended date of drawing].

Repayment:

[List repayment criteria applicable to Term Loan]

( ) _________ ( ) *[monthly / quarterly / semi-annual / annual] instalments of S$_______ each, commencing __________ *[with a final repayment of S$___________ on _________ (the “Final Maturity Date”).

( ) All amounts outstanding under the *LL / DCL / CL / TL / Others: _________ shall be fully repaid on ___________ (the “Final Maturity Date”).

Prepayment:

[List prepayment criteria applicable for Term Loan. 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 *[together with any broken funding cost] 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.

( ) No prepayment fee is payable if prepayment is from sales proceeds from the Property.

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

( ) You may prepay the *LL / DCL / CL / TL / Others: _________ in part or in full on any interest payment date by giving the Bank at least __ days’ prior written notice. A prepayment fee of ___% flat on amounts prepaid *[together with broken funding costs], shall be applicable if the prepayment is not made from proceeds from sale of the *(Property / Project / Others:________ ). Any amounts prepaid shall be deemed cancelled and shall not be available for redrawing.

( ) Prepayment fee payable is ___% flat on amount prepaid. However, this is waived if prepayment is from sale proceeds of the *(Property / Project / Others: ________ ).

( ) 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.

( ) The RCF shall be available for drawdown until [state event] or [state date], whichever is the earlier, unless extended by the Bank in its absolute discretion (“Availability Period”).

( ) Subject to the Bank's absolute discretion to permit otherwise, each advance from the RCF shall be of an amount of not less than S$[] and of integral multiples of S$[].

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

(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:-

(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.

(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 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, the Borrower 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.