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EXHIBIT 10.34
[LOGO]
[STANDARD CHARTERED LOGO]
Date 11 August
2003
Our Ref
C&I/CDT/LC/JT/HJ/TRITI1
PRIVATE & CONFIDENTIAL
Trio-Tech International Pte Ltd
1008 Toa Payoh North
#03-09/18
Toa Payoh Industrial Estate
Singapore 318996
ATTENTION: MR VICTOR TING
CHIEF FINANCIAL OFFICER
Dear Sirs,
Standard Chartered Bank ("the Bank") is
pleased to make available to Trio-Tech
International Pte Ltd ("the Company") a
Receivables Purchase Facility upon terms
as follows:
RECEIVABLES PURCHASE FACILITY -
SGD3,000,000
i) SGD2,100,000
prepayment against approved debts
ii) SGD900,000 prepayment
against unapproved debts subject to the Bank's
approval
For purchase of receivables in accordance
with the terms of the Receivables
Purchase Agreement between the Bank and the
Company ("AGREEMENT").
Expressions used in this section have the
same meanings as defined in the
Agreement unless otherwise defined or the
context otherwise requires.
The above limit represents the FIU Limit
("FUNDS IN USE") and may be made
available in USD at an exchange rate to be
defined from time to time by the Bank
but the aggregate FIU limit at any one time
shall not exceed SGD3,000,000.
Buyer list to be advised to and approved by
the Bank for determining
availability of credit insurance cover
which (if applicable) will be taken out
in the Bank's name with either a credit
insurer or factoring company appointed
by the Bank.
Prepayment will be made by the Bank up to
the percentage (if not zero)
stipulated in the Agreement of the invoice
value less the Bank's Service Charge,
but subject to the FIU Limit and the
Concentration Percentage not being
exceeded, and conditional upon compliance
in all other respects with the terms
of the Agreement.
Discounting Charge will be payable monthly,
calculated as the percentage
stipulated in the Agreement of the Funds in
Use from time to time.
Service Charge will be calculated as
stipulated in the Agreement.
Trio-Tech International Pte Ltd 1/4
Standard Chartered Bank
[ISO 9001 STAMP]
Corporates & Institutions
Credit Operations
1 Tampines Central 5, CPF Tampines Building
#03-00
Singapore 529508
Tel +65 6225 8888
Robinson Road P. O. Box 1901, Singapore
903801 Fax
+65 6260 2513
Incorporated in England with limited
liability by Royal Charter 1853
The Principal Office of the Company is
situated in England at 1 Aldormanbury
Square London EG2V 7SB Reference Number
ZC18
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[STANDARD CHARTERED LOGO]
CONDITIONS
The following will also be required for all
receivables purchased:-
(i) Drawdown
of the FIU limit is subject to the discharge of the existing
charge on the company's receivables by OCBC Bank, such evidence to
be
forwarded to the Bank.
(ii) Invoices
relating to the receivable(s).
(iii) If required by the
Bank, formal assignment of debt in the Bank's
approved form
(iv) Invoices must be
supported by copy of bill of lading, delivery order
and/or airway bill.
(v) All
payments by the approved debtors must be made directly to the
Bank
or an account designated by the Bank
(vi) Proceeds from
Receivables Purchase Facility from the Bank to be used to
pay off corresponding import trade liabilities
(vii) Invoices to be
reassigned to Company if payment from buyer is not made
within 30 days from invoice due date.
(viii) Loans to parent company
Trio-Tech International, United States of
America (directly and indirectly) and associated companies must
not
exceed SGD3,500,000 at all times
THESE LOANS ARE DEFINED AS THE AGGREGATE OF ANY CURRENT AND LONG
TERM,
NON-TR
