Letter of Instruction (For Business Cash Financing)


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Letter of Instruction (For Business Cash Financing)

  1. 1. Our Ref: [insert date] M/s [insert name of law firm] Singapore Dear Sirs Borrower(s) : Credit Facility : BUSINESS CASH FINANCING The abovenamed Borrower(s) have accepted our letter of offer dated [insert date]. We enclose herewith a copy of the Letter of Offer duly accepted by the Borrower(s) and our Instructions to Solicitors for your reference and necessary action. Please act for us in this matter and be guided by the said Instructions to Solicitors attached and ensure due compliance of the terms and conditions in our Letter of Offer. You will render advice to us on any further action that need to be taken so as to ensure that we act in compliance with the prevailing laws in force and that our interests are fully protected in all respects at all times. We do not require legal documents to be vetted by us. Please note that some of our sample legal documents can be found in our website http://www.ocbc.com/me/loans/legaldoc.shtm. You may wish to adopt these documents but you shall be solely responsible for the documents’ adequacy and completeness. It is also your sole responsibility to examine the searches and ensure that the same are in order and that the security document obtained is in order before advising/instructing us on disbursement of the loan or part thereof. We will forthwith proceed with the disbursement of the loan or part thereof in full reliance of your professional advice/instructions and on the understanding that you shall have already discharged the aforesaid duties prior to such advice/instructions for disbursement. Please note that unless otherwise expressly stated in the Letter of Offer, all costs and expenses incurred in relation to the mortgage including out of pocket expenses shall be borne by the Borrower(s). OCBC Legal / Jun 2009
  2. 2. You may contact [insert name] from [insert name of company] at Email Address : [insert address] or [insert number] on the arrangement for the directors’ execution of the Security documents. Please direct all future correspondences to Mr [insert name] of Small Business Loan @ 105 Cecil Street #15-00 The Octagon Singapore 069534, Tel: 64228034/ 64228031, Fax: 63721576. Yours sincerely __________________________________________ [insert name] CONSUMER & SMALL BUSINESS LENDING cc. [insert information] OCBC Legal / Jun 2009
  3. 3. OVERSEA-CHINESE BANKING CORPORATION LIMITED SMALL BUSINESS LOAN (“SBL”) BUSINESS CASH FINANCING (“eARF”) INSTRUCTIONS TO SOLICITORS KINDLY FOLLOW THE UNDERMENTIONED INSTRUCTIONS AND SEND TO US THE DOCUMENTS PROMPTLY SO THAT THERE WILL BE NO DELAY. PLEASE GIVE THE RELEVANT DOCUMENTS ON TIME AS INDICATED BELOW. SEARCHES Borrowers/Guarantors: Writ of Seizure and Sale in both the High Court and Subordinate Courts for the last two years, Winding- up search, Judicial Management search (for Companies), and Cause Book search for both Borrower and Guarantor(s). Your investigation and confirmation whether there is any negative pledge(s) given by the Borrower. If there is a negative pledge(s), please inform the Bank and obtain the requisite consent(s) and waiver(s) upon receiving further instructions of the Bank. If there is no negative pledge(s), the Bank requires the Borrower’s confirmation that the Borrower has not given any negative pledge(s) in respect of any of the Borrower’s assets that are to be charged to the Bank. If any of the searches are not satisfactory, please let us have your considered opinion and advice whether we should proceed with the Facility, with or without variation in terms of our Letter of Offer, or whether we may refuse to proceed with the transaction. Solicitor’s Confirmation SBL’s Solicitor’s Confirmation Form is enclosed for your use. Please forward the duly completed Solicitor’s Confirmation Form to SBL. MULTIPLE REPRESENTATION Where you have been retained or have accepted instructions to act for more than one party to a transaction where a diversity of interests exists between the parties, it is your responsibility to determine how you are best able to discharge your duties including to disclose the multiple representation and all material facts relating to the parties and to the transaction. We require your confirmation (in the form as set out in SBL’s Solicitor’s Confirmation Form) that you have advised each of the party providing security and/or support for this transaction about the nature, effect and consequences of the transaction including that the Bank is fully entitled to enforce its legal rights in accordance with the terms and conditions of the security furnished. Please DO NOT send us copies of the searches UNLESS there is a trace. • Kindly confirm that the Borrower is a locally incorporated company • Please ensure that there is no infringement of the provisions of the Companies Act (Cap.50). • Where the company is providing security for the borrowing of a third party by way of a guarantee or otherwise, the Shareholders must pass a UNANIMOUS resolution confirming that there is commercial benefit to the said company and approving the transaction. OCBC Legal / Jun 2009
  4. 4. SHAREHOLDERS’ RESOLUTION (where applicable) • The Shareholder’s resolution has to be passed BEFORE the Directors’ resolution approving the acceptance of the Facility Letter and the terms and conditions stated therein. DIRECTORS’ RESOLUTION The Directors’ resolution must resolve, amongst others, the following: - a. the acceptance of the facilities b. the appointment of authorized signatories c. the affixing of the Common Seal of the Company EXECUTION OF DOCUMENTS You are to ensure that the Borrower executes and provides the relevant document(s) within 3 weeks from the date of letter of instructions from us to you. When forwarding the engrossment to SBL, please let us have: • the Deed Of Assignment, Deed of Guarantee and any other security document duly executed; • your confirmation that the Memorandum of Association & Articles of Association are in order and that it contains the necessary borrowing powers; • copies of the initial winding-up and judicial management searches on the relevant parties and your confirmation that they are in order; • 10 copies of notification letters printed on Borrower’s company letterhead, with details unfilled and signed by an authorised signatory; • the following documents are to be forwarded to us: a. The Memorandum and Articles of Association; b. Certificate of Incorporation; c. Directors' resolution; d. Shareholders' Resolution (where applicable); e. The search results from the Registry of Companies; and f. Evidence that the Statement(s) Containing Particulars of Charge has / have been filed. You are to ensure that all security documents are properly executed, witnessed and are in order for the execution by the Bank’s Attorney. It is entirely your responsibility to explain the contents of the documents to the party signing the documents. Please allow at least 7 working days for us to execute the engrossed documents and return the same to you for your further actions. In addition, execution of Security Documents overseas MUST be before a Notary Public and be diplomatically legalised. IT IS IMPERATIVE THAT THESE DOCUMENTS AND YOUR CONFIRMATION ARE SENT TO US AT THE SAME TIME AND NOT ON DIFFERENT OCCASIONS. PLEASE ADHERE STRICTLY TO THE DEADLINE GIVEN. FAILURE TO DO SO MAY RESULT IN THE DELAY OF DISBURSEMENT OF FUNDS. DRAWDOWN REQUIREMENT Prior to the disbursement/ implementation of the facility line, you shall: - • ensure that it is in order to disburse or implement the facility line; • ensure that all pre-conditions to disbursement (whether general or specific) have been fulfilled; • confirm, in the case of refinancing, the exact amount required to redeem an existing charge (redemption figure as at the completion date good after banking hours) at least OCBC Legal / Jun 2009
  5. 5. one day before the completion date and that such amount shall be paid directly to the existing financier, and if a charge subsists, that the same shall be discharged on completion; • ensure that all security documents have been duly executed by the Borrowers/ Guarantors; • ensure that the replies from Bankruptcy / Winding Up / Judicial Management / Writ of Seizure & Sale and Cause Book searches in both High Courts and Subordinate Courts are satisfactory or otherwise undertake to update/ conduct such searches prior to your release of the funds/activation of the Facility. Please note that upon the receipt of your advice / instructions for disbursement / implementation of the facility line, we will forthwith proceed with the disbursement / implementation of the facility line in full reliance of your professional advice/ instructions and on the understanding that the aforesaid duties shall have already been discharged by you prior to such advice/ instructions for disbursement/ implementation. SAFEKEEPING OF DOCUMENTS Please send all original security documents and title deeds collectively, instead of on a piecemeal basis, for better coordination and records, to the SBL at 105 Cecil Street #15-00 The Octagon Singapore 069534 for their safekeeping immediately after execution and if necessary, registration. CORRESPONDENCE Please address all your correspondences with us to the respective officers in charge in SBL. CHANGE OF BANK’S REGISTERED ADDRESS Please note that with effect from 1 August 2005, the Bank’s registered address has been changed to: 65 Chulia Street #26-00 OCBC Centre Singapore 049513 Please make the necessary adjustments to the relevant documents if you have not already done so. OCBC Legal / Jun 2009
  6. 6. SOLICITOR’s CONFIRMATION FORM (FOR DISBURSEMENT AND / OR ACTIVATION OF FACILITY) : For eARF Use Only OUR REF. : YOUR REF. : DATE : TO: OVERSEA-CHINESE BANKING CORPORATION LIMITED NAME OF BORROWER(S) & RCB NO. _______________________________________ _______________________________________ NAME OF GUARANTOR(S) & NRIC/PASSPORT NO _______________________________________ _______________________________________ SEARCHES AND PRE-CONDITIONS TO DISBURSEMENT 1. STATE WHETHER THERE IS INFRINGEMENT OF PROVISIONS OF COMPANIES ACT _______________________________________ 2. WHERE GUARANTOR IS INDONESIAN, THAI OR MYANMAR, STATE WHETHER SPOUSAL CONSENT HAS BEEN OBTAINED (ANNEX COPY OF THE CONSENT) _______________________________________ 3. STATE WHETHER BORROWER IS A LOCALLY INCORPORATED COMPANY _______________________________________ _______________________________________ 4. WINDING UP/ JUDICIAL MANAGEMENT/ BANKRUPTCY SEARCHES ON BORROWER(S) / GUARANTOR(S) CONDUCTED ON___________________: A) BORROWER(S) ______________________________________ B) GUARANTOR(S) ______________________________________ 5. WRIT OF SEIZURE AND SALE SEARCHES (2 YEARS IN HIGH COURT & SUBORDINATE COUTRS) ON BORROWER(S) / GUARANTOR(S) CONDUCTED ON:___________________: A) BORROWER(S) ______________________________________ OCBC Legal / Jun 2009
  7. 7. B) GUARANTOR(S) ______________________________________ 6. STATE WHETHER ANY NEGATIVE PLEDGE CREATED ______________________________________ IF SO WHETHER REQUISITE CONSENT(S) OBTAINED (IF APPLICABLE) ______________________________________ (ANNEX COPY) 7. STATE WHERE BORROWER IS A COMPANY, WHETHER ANY PRIOR DEBENTURE HAS BEEN CREATED ______________________________________ IF SO, WHETHER THE BANK’S INTERESTS AFFECTED ____________________________ 8. STATE WHETHER THE CORPORATE BORROWER HAS BORROWING POWERS UNDER ITS M&A (IF APPLICABLE)(ANNEX CERTIFIED COPY OF THE M&A) _______________________________________ 9. STATE WHETHER APPROPRIATE DIRECTORS’ RESOLUTION HAS BEEN DULY PASSED AND THE CONTENTS THEREOF IN ORDER (ANNEX CERTIFIED EXTRACTS OF THE RESOLUTION) ___________________________________ ___ B. WE ALSO CONFIRM THAT THE FOLLOWING DOCUMENTS ENCLOSED HEREWITH HAVE BEEN DULY EXECUTED BY ALL RELEVANT PARTIES AND THERE ARE IN ORDER. NA YES NO (1) Deed of Assignment ( ) ( ) ( ) (2) Notice of Assignment to Debtors ( ) ( ) ( ) (3) Guarantee (Individual/Joint & Several/Company) ( ) ( ) ( ) (4) Charge of Cash & Security Agreement ( ) ( ) ( ) (5) Spousal Letter of Consent ( ) ( ) ( ) (6) M & A/Certificate of Incorporation ( ) ( ) ( ) (7) Registry of Companies & Businesses Search & advice on prior charges ( ) ( ) ( ) (8) Directors’ Resolution ( ) ( ) ( ) (9) Shareholders’ Resolution ( ) ( ) ( ) (10) Statement Containing Particulars of Charge, Payment Acknowledgement with ( ) ( ) ( ) Transaction number and Email from RCB confirming Charge has been filed (11) Letter of Indemnity for Internet Upload ( ) ( ) ( ) (12) Letter of Authority and Indemnity In Respect of Telefaxed Instructions ( ) ( ) ( ) (13) Others (to specify) ( ) ( ) ( ) OCBC Legal / Jun 2009
  8. 8. DETAILS OF REGISTRATION ON SECURITY DOCUMENTS The following documents were dated and provisionally registered as follows :- (a) Nature of document (b) Date of Document (c) Registration Particulars D. We act for more than one party to this transaction. We understand that a diversity of interests exists between the Borrower(s), the Bank and the surety/ies providing security and/or support for this transaction. Accordingly, we confirm that we:- 1. have explained to [insert name(s)] (the “Security Provider”) the nature of the transaction and the terms of the [insert name of security documents] (the “Security Documents”); 2. have informed the Security Provider of the seriousness of the risks involved in the transaction including that OCBC is fully entitled to enforce its legal rights in accordance with the terms of the Security; 3. have informed the Security Provider that he/she has a choice whether or not to proceed with the transaction and to provide the Security Documents to OCBC. We understand that OCBC will proceed with the disbursement/activation of the credit facilities or any part thereof in full reliance and understanding that the aforesaid have been properly undertaken by us. REMARKS (if any) : WE HAVE EXAMINED THE SECURITY DOCUMENTS AND WE CERTIFY THAT THEY ARE IN ORDER. ALL PRE-CONDITIONS TO DISBURSEMENT (WHETHER GENERAL OR SPECIFIC) HAVE BEEN FULFILLED. WE CONFIRM THAT THE BANK CAN PROCEED TO DISBURSE THE LOAN / ADVANCE THE FACILITY. SIGNATURE NAME OF SOLICITOR: LAW FIRM: OCBC Legal / Jun 2009