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Exhibit
10.43
 
 Date
    
    15 September 2005Our Ref
    
    CRC/CDT/LC/MG/DS/TRITI1
 PRIVATE & CONFIDENTIAL
 
 Attention:
    
    Mr Victor TingChief Financial OfficerManish GuptaTelephone No. 6530 3206
  BANKING ARRANGEMENTS
 Bank Customer Facilities
 BANKING FACILITIES
 AMOUNT
    
    DESCRIPTION AND PRICING1)
    
    SGD750,000
    
    Overdraft in Singapore Dollar (SGD) current
account, repayable upon demand, to assist with working
capital requirements.Interest at SGD prime plus 0.25% p.a. payable
monthly in arrears to
the debit of the Customers SGD current account.1a)
    
    (USD200,000)
    
    Overdraft in United States Dollar (USD) current
account, repayable upon demand, to assist with working
capital requirements.Interest at USD prime plus 0.25% p.a. payable
monthly in arrears to the debit of the Customers USD
current account.Condition for limits 1) and 1a):In the event that the Banks prime rate is lower
than its 1-month cost of funds rate, the Bank
reserves the right to convert the prime rate to its 1-month cost of funds rate.1b)
    
    (SGD750,000)
    
    Short term loan in Singapore Dollar (SGD) for
periods of 1, 2 or 3 months.Interest at Cost of Funds plus 3% p.a.Trio-Tech International Pte Ltd Page 1 of 8
 
 Singapore 52950B
    
    Tel +65 6876 0888Robinson Road P. O. Box 1901, Singapore 903801
    
    Fax +65 6260 2513
 Incorporated in England with limited liability by Royal Charter 1853
The Principal Ollico of the Company is situated in England at 1
Aldarmanbury Square London EC2V 7SB Releronco Number ZC1B




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Note:i)
    
    Interavailability between the short term money market loans and the overdraft facility
is at the sole discretion of the Bank.ii)
    
    The Bank may at any time at its sole discretion suspend the availability of prime-based
funds by reason or circumstances affecting the money market including but not limited to volatile
rate fluctuations or tight liquidity.iii)
    
    Drawings under limits 1) to 1b) are at all times subject to the availability of
funds.iv)
    
    Combined aggregate outstandings under limits 1) to 1b) must not exceed SGD750.000 at any
one time.2)
    
    SGD2,000,000
    
    For opening irrevocable letters of credit, drafts at sight and/or usance for period up to 120
days, covering the import of electronic test equipment and accessories into Singapore and/or
Malaysia.Commission at standard pricing.2a)
    
    (SGD1,500,000)
    
    Loans against trust receipts and/or acceptance against trust receipts for period up to 120 days,
covering the release of goods imported under and complementary to limit 2).Interest at SBFR during the term of each trust receipt.2b)
    
    (SGD1,500,000)
    
    Shipping guarantees may be issued to secure the release of goods imported under letters of credit
or collection bills routed through the Bank.Commission at standard pricing.2c)
    
    (SGD1,500,000)
    
    For opening irrevocable letters of credit, drafts at sight and/or usance for period up to 120
days, covering the import of electronic test equipment and accessories in favour of Singapore and
Malaysian suppliers.Commission at standard pricing.2d)
    
    (SGD1,000,000)
    
    Loans against imports by way of promissory notes covering collection DA and DP bills for period
up to 120 days, including original usance period. Financing of approved suppliers invoices are also
permitted but at the sole discretion of the Bank.Commission at 0.25% flat.Interest at SBFR during the term of each trust receipt.ConditionProceeds of invoice financing are to be paid direct to suppliers and not credited to the
Customers account.Trio-Tech International Pte Lid Page 2 of 8




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2e) (SGD1, 500,000)
    
    For issuing customs and other non-shipping guarantees for period not exceeding 12 months, except
for guarantees favouring the following government bodies for the identified purpose which may be
issued for period up to 36 months:a)    Jurong Town Council  Rental Depositb)    Ministry of Manpower  Security Deposit for foreign workersc)    Utility provider for the Customer  Security Deposit for power supplyCounter indemnities are to be held.Commission at standard pricing.2f) (SGD1,500,000)
    
    For issuing advance payment guarantees / performance bonds / retention bonds for period not
exceeding 12 months.Counter indemnities are to be held.Commission at standard pricing.2g) (SGD1, 000,000)
    
    For issuing tender bonds For period not exceeding 6 months.Counter indemnities are to be held.Commission at standard pricing.Note:1 .  Combined aggregate outstandings under limits 2) to 2g) must not exceed SGD2,000,000
at any one time.2.   Limits 1 & 2 and Treasury Facilities may at the Banks discretion be made
inter-available to Universal (Far East) Pte Ltd subject to the execution of a corporate guarantee
from Trio Tech International Pte Ltd, to be supported by a board resolution.3) SGD416,700
    
    Paid down balance of a 3-year term loan to support purchase of equipment for work/ contract with
Advanced Micro Devices.Interest at SGD Prime plus 0.5% p.a.Tenor3 years from date of drawdownRepaymentRepayable in 35 equal monthly instalments of SGD27,777 (excluding interest) and final instalment of
SGD27,805 (excluding interest). Repayment to begin one month after date of first drawdown.Trio-Tech International Pte Ltd Page 3 of 8




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PrepaymentPartial repayment will be applied in inverse order of maturity and may not be redrawn. The
Customer is to give at least 30 days written notice before such repayment is effected.Cancellation FeeA fee of 1% flat on the amount prepaid if full prepayment is made within one year from the date
of first drawdown.4) SGD2,500,000
    
    A 3-year term loan to support purchase of equipment for work/ contract with Advanced Micro
Devices.Interest at Cost of Funds plus 3.5% p.a.Tenor3 years from date of first drawdown.DrawdownDrawdown in one tranche against documentary confirmation to be presented to the Bank, that
related contract has been awarded. 3 days notice to be given before drawdown. Loan to be fully drawn
by 31 December 2005.RepaymentRepayable in 35 equal monthly instalments of SGD70,000 (excluding interest) and final instalment
of SGD50,000 (excluding interest). Repayment to begin one month after date of first drawdown.PrepaymentPrepayment penalty at 1.0% and partial repayment will be applied in inverse order of maturity
and may not be redrawn. The Customer is to give at least 30 days written notice before such repayment
is effected.Cancellation FeeA fee of 1% flat on the amount prepaid if full prepayment is made within one year from the date
of first drawdown or if any portion of the proposed term loan is not drawdown.Commitment FeeA fee of 1% of the undrawn amount up to the availability dale is payable.Trio-Tech International Pte Ltd Page 4 of 8




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TREASURY FACILITIES
 Foreign Exchange Facilities
  Currency and Interest Rate Risk Management Facilities
  Mandate
  a)
    
    named individuals to enter into relevant transactions on behalf of the Customer by
telephone or by any other method acceptable to the Bank; andb)
    
    named individuals to sign the confirmation and written instructions to the Bank regarding
settlement and payment of transactions,
   Documentation
  SECURITY
  1)
    
    Existing registered charge over fixed deposits of SGD2,000,000 or its equivalent in the
name of the Customer and supported by a board resolution.




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2)
    
    Existing corporate guarantee for SGD2,500,000 executed by Trio-Tech International, United States
of America, supported by a board resolution, held by Standard Chartered Bank, New York.
 CONDITIONS
 1)
    
    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-trade amounts owing to
the Customer.2)
    
    The Customer shall maintain a minimum networth of SGD7,000,000 at all times.Networth is defined as the aggregate of paid-up capital and revenue reserves, excluding revaluation
reserves and deducting any loans made to the directors in their personal capacities or to the
parent company, Trio-Tech International, United States of America directly and indirectly or other
related companies and other intangible assets.3)
    
    Gearing ratio of the Customer shall not exceed 1,0 time at all times.Consolidated gearing ratio is defined as total external debts : networth.4)
    
    Any dividends to be declared are subject to prior written consent from the Bank which will
not be unreasonably withheld.5)
    
    The Customer shall submit to the Bank its quarterly management accounts and its operating
subsidiaries including Trio-Tech International (M) Sdn Bhd, Trio-Tech (KL) Sdn Bhd and Trio-Tech
(Bangkok) Co Ltd within 75 days from the end of each period.6)
    
    The Customer shall submit to the Bank its quarterly lists of stocks and ageing debtors
(trade and non-trade, including related company debts) within 75 days from the end of each period
and stocks shall be subject to periodic inspection by the Banks officers.
 INTEREST
   EXCLUSION OF RIGHTS OF THIRD PARTIES




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ACCEPTANCE
   Standard Chartered Bank
Client Relationships
Credit Operations
CPF Tampines Building #03-01
1 Tampines Central 5
Singapore 529508
 Attention : Ms Diana Soh
  DOCUMENTATION
   AVAILABILITY AND REPAYMENT
    
 /s/ Manish Gupta

Manish GuptaVice PresidentLocal Corporates




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/s/ Yong Siew wai

for and on behalf of Trio-Tech International Pte Ltd
 /s/ Yong Siew wai

for and on behalf of Universal (Far East) Pte Ltd