Private & Confidential
Our Ref: [
]
Date:
[
]
To:
[ Name of Borrower ]
[ Address ]
Dear Sirs
CREDIT FACILITIES
We, Oversea-Chinese Banking Corporation Limited (the “Bank” or “we”), are pleased to extend to [ name
of the Borrower ] (the “Borrower” or “you”) a floor stock facility (the “Facility”) subject to the following terms
and conditions, the Bank’s Standard Terms and Conditions Governing Banking Facilities attached hereto,
as amended from time to time and all other terms and conditions agreed to by the Borrower in writing:1.
APPROVED CREDIT LINE
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”).
2.
PURPOSE
2.1 The vehicles in respect of which financing is sought shall be *[new passenger
vehicles]/[commercial vehicles]/[passenger vehicles not exceeding 8 years from the date of
[registration date●] and shall be in a state and condition acceptable to the Bank at its sole
discretion].
2.2
3.
4.
The Borrower shall apply each advance towards meeting the Borrower’s working capital
requirements or for such other purposes as approved by the Bank, but the Bank shall not
be bound to monitor, verify or enquire the use or application of any advance.
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
.
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”). The
Borrower may apply to extend the Initial
Period by successive periods of 30 days
OCBC Legal /Sep 09
2
provided always that the maximum
aggregate financing period in respect of
a vehicle shall not exceed [ ] days.
2. New Passenger Vehicles
5.
The maximum aggregate financing
period shall not exceed 90 days
INTEREST
5.1
In respect of each advance, the Borrower 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:: -
5.1.1
New Passenger
vehicles (with PARF)
:
1.5% p.a. over the Bank's prevailing prime lending rate.
*
5.1.2
Used Passenger
vehicles (with PARF)
subject to age of
vehicles not exceeding
8 years
Passenger vehicles
(with extended COE)
:
1.75% p.a. over the Bank's prevailing prime lending rate.
*
:
2.25% p.a. over the Bank's prevailing prime lending rate.
*
Commercial vehicles
(up to 5 years)
:
3.25% p.a. over the Bank's prevailing prime lending rate.
*
5.1.3
5.1.4
*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$30/-.
6.
5.2
The Bank may vary the interest rate(s) from time to time at its absolute discretion by
notice in writing to the Borrower.
5.3
The Borrower hereby unconditionally and irrevocably authorise and instruct the Bank to
debit and the Bank shall have the right to debit the Borrower’s account or accounts with
the Bank with the interest provided for in clauses 5.1 and 5.2 above and other costs and
expenses which are due and owing under the provisions herein.
5.4
If the Borrower shall fail to pay any advance and interest thereon and all sums payable
hereunder and under the security documents when due payable or upon sooner demand
by the Bank or in the event of any utilisation in excess of the Approved Credit Limit then,
the Borrower shall pay default interest to the Bank on such amounts outstanding and
unpaid at the rate of 4.75% over the Bank’s prime lending rate prevailing from time to
time or such other rates as may be determined by the Bank in its sole discretion. Default
interest shall be payable as well after as before judgement from the due date or dates for
payment thereof until the date of actual receipt of payment by the Bank.
REPAYMENT
The Borrower shall repay an outstanding advance and all unpaid interest/charges thereon on the date
specified in the relevant Bill of Exchange.
7.
SECURITY/ SUPPORT
The Facility will be secured by with the following:OCBC Legal / Sep 09
3
(a)
Debenture incorporating a Fixed and Floating charge over all assets of the Borrower.
(b)
Deed of Guarantee and Indemnity for *S$[ ] / [all monies] from [insert name and IC/passport
number of guarantor].
( )
First Open legal mortgage in favour of the Bank over the property at [ ] (“the Property”).
( )
Deed of Subordination of *[shareholders']/[directors’]/[related corporations’] loans owing by the
Borrower to its *[shareholders]/[directors]/[related corporations].
8.
CONDITIONS PRECEDENT
The Facilities will be available for your use upon completion of all matters and documentation to the
satisfaction of the Bank, and upon:
(a)
receipt of the following (where applicable) in form and substance acceptable to the Bank,
including but not limited to:(i)
Copy of your Certificate of Incorporation and Memorandum and Articles of Association
and that of the guarantors, mortgagors 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.
(ii)
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.
(iii)
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).
(iv)
Statement Containing Particulars of Charge in respect of the relevant security documents
for filing with the Accounting and Corporate Regulatory Authority.
(v)
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;
 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.
.(vi)
Evidence satisfactory to the Bank that the vehicles to be financed are free from
encumbrance.
(vii)
Letter of confirmation from existing debenture holders that the vehicles to be financed
are excluded from the existing debentures.
OCBC Legal / Sep 09
4
(viii)
All insurance policies (including, but not limited to, fire and theft insurances) and
assignments required by the Bank.
(ix)
Without prejudice to the generality of the foregoing, adequate insurance for all vehicles
financed under the Facility or 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.
[Provisions relating to properties/assets]
(b)
9.
( )
All title deeds and documents relating to the Property.
( )
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 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.
( )
All costs, fees and expenses due payable to the Bank have been paid.
the following conditions being satisfied:(i)
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.
(ii)
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.
(iii)
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.
(iv)
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.
INSPECTION
The Borrower shall permit the Bank and its duly authorised agents to inspect the vehicles at all
reasonable times and the Borrower shall keep the Bank informed of their whereabouts, if requested.
10.
FINANCIAL COVENANTS
[ List applicable financial covenants, if any. ]
OCBC Legal / Sep 09
5
11.
HIRE PURCHASE FINANCING
The Borrower undertakes to give all its retail customers seeking hire purchase financing the first choice to
apply for hire purchase financing from the Bank.
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.
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 agreed to by the Bank in writing.
We trust that the above offer is acceptable to you. If so, please signify acceptance by having the
Borrower’s authorised signatories to sign and return to the Bank the duplicate copy of this facility letter
together with a certified copy of your Board Resolution.
We are pleased to be of service to you and look forward to hearing from you in due course.
Yours faithfully
for OVERSEA-CHINESE BANKING CORPORATION LIMITED
......................................................................
To:
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/Title of Authorised Signatory(ies):
Date:
OCBC Legal / Sep 09