Exhibit 4.7
Lloyds Bank PLC
Business Loan Agreement (Corporate)
We Lloyds Bank PLC of ▇▇▇▇▇ ▇▇▇▇▇, ▇▇/▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇, ▇▇▇▇▇▇ offer you
BHC Aerovox Ltd. (company registered number 2775957 and referred to in this
agreement as the "Customer") of ▇▇-▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, a
loan on the following terms and conditions and where this agreement includes any
optional wording (as noted by a box or an asterisk) the wording marked with an
"X" or with a tick or, as appropriate, the wording not deleted shall apply.
SPECIFIC TERMS AND CONDITIONS
THE LOAN
The maximum amount of the loan (excluding any amounts of interest that will be
added to the loan if the agreement provides for this) shall be (pound)500,000.
The amount is to be used for refinance and may be borrowed in one amount on or
before June 30, 1999 or such later date as the Bank may agree. Any amount which
has not been borrowed by the agreed date will be cancelled. The proceeds of the
loan will be credited to the Customer's current account. Unless the Bank agrees
otherwise, no drawing may be made until all the PRECONDITIONS set out below have
been satisfied.
PRECONDITIONS AND SECURITY
Unless received by the Bank prior to the date on which this agreement is signed
by the Bank, the Bank is to receive in form and substance acceptable to the Bank
the security (if any) listed in the Security Schedule to this agreement together
with such evidence as the Bank may require to confirm the value of such security
and to confirm that such security is fully effective, and the documents,
evidence or other requirement of the preconditions (if any) set out in the
Preconditions Schedule to this agreement.
FEES AND COSTS
The Customer shall pay any costs and expenses incurred by the Bank is assessing
the loan, in the preparation of this agreement and in the preparation,
valuation, taking or release of any guarantee or security at any time given in
connection with this agreement. In particular the following charges shall be
paid to the Bank by the Customer on demand by the Bank. These charges are to be
paid even if the loan is not drawn down.
Valuation Fee(Pounds)1,468.75
An arrangement fee is also payable. This fee shall be paid to the Bank by the
Customer as
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follow:
(Pounds)5,000 on the date of the first drawing under this agreement
As mentioned in clauses 3 & 6 of the General Terms and Conditions of this
agreement, other costs to the Customer may arise in connection with the loan.
INTEREST
The rate of interest payable on the loan will be Base Rate plus 1.75% per annum,
currently 7% per annum in total.
(i) References in this agreement to Base Rate mean the Bank's Base Rate from
time to time. This rate will be displayed in the branch of the Bank where
the Customer's account is held and may be varied (either up or down) by
the Bank at any time.
(ii) Fixed rate - Not applicable.
(iii) Interest shall be added to the loan.
(iv) If the Customer fails to pay any amount payable under this agreement when
due the rate of interest may be increased in accordance with clause 6.3
of the General Terms and Conditions of this agreement.
REPAYMENT
The loan is payable by 120 consecutive monthly instalments representing
principal and interest commencing one month after drawdown. The amount of these
instalments will vary with changes in the interest rate and the number of days
in the month. If the full amount of the loan is not borrowed the amounts of the
instalments detailed above will be reduced accordingly.
EARLY REPAYMENTS
As mentioned in clause 2 of the General Terms and Conditions of this agreement,
the loan may be repaid early. On the date of each early repayment the Customer
shall pay to the Bank a fee equal to (Pound)0.
PERIOD OF OFFER
This agreement shall come into effect only if the Bank receives from the
Customer and finds in order a signed copy of this agreement on or before May 31,
1999.
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GENERAL TERMS AND CONDITIONS
Use of Loan Proceeds
1.1 Unless the loan is only for working capital or general business purposes,
each amount borrowed shall be held in trust for the Bank until used for the
purpose stated in the Specific Terms and Conditions of this agreement.
Repayment
2.1 The Customer will repay the loan on the dates, and in the manner set out in
the Specific Terms and Conditions of this agreement.
2.2 Unless interest on the loan is then being calculated at a margin over a
fixed rate of interest quoted by the Bank's Treasury Division, the Customer
may at any time after giving at least 7 days' notice to the Bank make early
repayment of all or any part of the loan but no amount repaid early may be
borrowed again. Each early repayment of part of the loan must be of at
least (Pounds) 2,000 and will be applied to reduce subsequent repayments
proportionately unless the Customer gives notice to the Bank to apply the
early repayment to the then latest scheduled repayment installment(s) so as
to reduce the term of the loan.
2.3 At any time interest on the loan is being calculated at a margin over a
fixed rate of interest quoted by the Bank's Treasury Division, the Customer
may at any time after giving at least 7 day's notice to the Bank make early
repayment of all (but not part) of the loan. The loan may not be borrowed
again once it has been repaid.
2.4 Should a fixed rate of interest apply to the loan and the Customer not
drawdown the loan on the date at any time agreed or, for any reason, repay
or be required to repay the loan or any part of the loan other than in
accordance with the terms of clause 2.1 above, the Customer shall, in
addition to any fee that may be specified in the Specific Terms and
Conditions of this agreement, pay to the Bank immediately on demand any
cost or loss to the Bank which in the Bank's opinion results from such
action. Such cost or loss will include, but will not be limited to:
(a) Any loss or expense sustained or incurred by the Bank in
repaying or re-employing deposits acquired by the Bank at a fixed rate
of interest in order to make or maintain the loan, and
(b) Any loss or expense sustained or incurred by the Bank in
respect of any agreement it has entered into to compensate for the
potential cost to the Bank of on-lending at a fixed rate of interest
deposits acquired by the Bank at a variable rate of interest in order
to make or maintain the loan, including any loss or expense sustained
or incurred by the Bank:
(i) In fulfilling or terminating any obligation it may have under any
such agreement: and
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(ii) In entering into and fulfilling any obligation it may have under
any other agreement it may enter into to offset the cost of
continuing such first agreement.
2.5 If the sixth repayment option set out in the Specific Terms and Conditions
of this agreement is to apply:
(a) The Bank may (but is under no obligation) at any time after
giving the Customer at least 7 days' notice vary the repayment
instalment amount to take account of any change in the rate of
interest applicable to the loan, and
(b) The Bank may, if changes in the rate of interest applicable
to the loan are not taken into account by variations in the repayment
instalment amount or if for any reason whatsoever any amount remains
owing to the Bank on the anticipated final repayment date, require the
Customer to continue the repayment instalments until such time as all
amounts owing under in connection with this agreement have been repaid
in full.
Increased Costs and Changes in Circumstances
3.1 In running its business the Bank and any holding company of the Bank each
has to comply with certain regulations and requirements laid down by the
Bank of England and other official organisations or bodies as well as the
law generally. The rate of interest quoted in the Specific Terms and
Conditions of this agreement has been set in the light of how this affects
the cost (to the Bank and any such holding company) of the Bank making the
loan available at the time the Bank signed this agreement. If, as a result
of any new laws, regulations or requirements or any changes in existing
ones, the cost to the Bank or any such holding company of the Bank agreeing
to make or of making the loan available is increased the Bank may increase
the rate of interest charged on the loan to compensate for that extra cost.
3.2 If the rate of interest specified in the Specific Terms and Conditions of
this agreement is stated as including liquidity costs, it includes the cost
to the Bank of complying with the monetary control requirements of the Bank
of England existing at the time the Bank signed this agreement. While in
such circumstances it would be the Bank's intention to apply a fixed rate
of interest until the Review Date or (if a fixed rate of interest is to
apply for the term of the loan) for the term of the loan, liquidity costs
may vary from time to time and any variation in liquidity costs may result
in a change in the rate of interest payable on the loan. The Bank will
determine the liquidity costs on each date interest on the loan is due to
be paid by the Customer and, if in the Bank's opinion there is then a
material difference (either up or down) in liquidity costs it will promptly
advise the Customer of the new rate of interest then to apply to the loan.
3.3 If at any time the currency in which the loan is denominated is due to be
or has been converted into the euro or any other currency as a result of a
change in law or by agreement between the Bank and the Customer then:
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(a) The Bank may in its sole discretion determine and shall notify
the Customer in writing of the currency or currency unit in which
amounts payable under this agreement shall be paid. After the expiry
of 7 days from the date of such notice all payments falling due under
this agreement shall be made in such currency or currency unit, and
(b) (i) the Bank may be giving not less than 21 days' written notice
to the Customer change any of the terms applying to the loan
but only to the extent that the Bank reasonably considers
any such change necessary to take account of differences in
market practice or to compensate for increases in costs to
the Bank or to any holding company of the Bank arising from
or related to such conversion or arising from or related to
the introduction of monetary union within the European
Union. Any such change shall amend the terms of this
agreement upon expiry of such period of notice, and
(ii) at any time within 21 days of receipts of the Bank's notice
the Customer may make early repayment of all (but not part)
of the loan without incurring any early repayment fee that
might otherwise be payable. Such repayment shall otherwise
be in accordance with the terms of clauses 2 and 3.3(a)
above.
Representations
4.1 The customer represents that:
(a) All action required or necessary to authorise its execution of this
agreement and the performance of its obligations under and in
connection with this agreement has been taken and neither the
execution of this agreement nor the performance of the Customer's
obligations will constitute or result in any breach of any agreement,
law, requirement or regulation,
(b) No material litigation, Administrative or judicial proceedings are
presently pending or threatened against the Customer or any of its
subsidiaries,
(c) There has been no material adverse change in the financial condition
of the Customer or any of its subsidiaries since the date of the
financial statement received by the Bank prior to the date on which
this agreement is signed by the Bank, and
(d) No Event of Default (as described in clause 6.1 of this agreement) has
occurred and is continuing and no circumstance has occurred which,
with the giving of notice or the passing of time, could become or
cause an Event of Default.
4.2 The Customer shall be deemed to repeat the above representations on each
day (with reference to the facts and circumstances then existing) prior to
drawdown of the loan and thereafter until all amounts payable to the Bank
under this agreement have been
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paid.
Undertakings
Prior to drawdown of the loan and thereafter until all amounts payable to the
Bank under this agreement have been paid:
5.1 Neither the Customer nor any of its subsidiaries shall:
(a) Without the Bank's consent create or allow to be in place any
mortgage, charge, or other security interest or encumbrance over the
whole or any part of its business or any of the property, income or
other assets of its business or enter into any transaction which in
the Bank's opinion has a similar effect, or factor or assign any
debts, or
(a) Sell, lease or otherwise dispose or attempt to dispose of the whole or
any of the property, income or other assets of its business other than
for a full and fair value, or
(b) change the nature of its business as it is now conducted, and
5.2 The Customer shall promptly provide the Bank with copies of any financial
information that the Bank may form time to time reasonably request
including:
(a) Copies of its financial statement within 150 days of the end of each
financial year of the Customer, and
(b) Copies of its periodic management accounts at such intervals as the
Bank may require in a form acceptable to the Bank within 30 days of
the end of the period to which they relate. The Bank may at its
opinion require such management accounts to incorporate an age-
analysis of debtors, a schedule of all tenancies (if any) of all
property security existing at the date of the accounts, and/or a
breakdown of stock in trade, and
5.3 The customer and each of its subsidiaries shall maintain with reputable
underwriters or insurance companies adequate insurance on and over its
respective business and assets, such insurance to be against such risks and
to the extent usual for persons carrying on a business such as that carried
on by the Customer or, as the case may be, by the relevant subsidiary and,
from time to time upon the request of the Bank, the Customer shall furnish
the Bank with evidence of such insurance, and
5.4 Unless any specific requirements set out in nay Additional Terms and
Conditions added to this agreement (which requirements shall take
precedence over this clause) the Customer agrees to reduce the loan (in
accordance with the terms of clause 2 above) or to provide the Bank with
additional security acceptable to the Bank if the ratio of the loan to the
value of the security given to the Bank is at any time higher than that
applicable on the date this agreement was signed by the Bank and agrees
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to provide such evidence as the Bank may form time to time require to
confirm the value of such security and to confirm that the security remains
fully effective.
Default and Termination
6.1 The events listed in (a) to (i) below are called "Events of Default".
As soon as an Event of Default happens or at any time thereafter, by giving
notice to the Customer, the Bank may cancel any obligations it has to lend money
to the Customer and may also make the loan become repayable on demand. When the
loan is repayable on demand, the Customer must repay the loan to the Bank
together with all interest, which has accrued on the loan as soon as the Bank
requests the Customer to pay these amounts. The Bank may do this at the time the
loan becomes repayable on demand or at any later time.
Events of Default
(a) The Customer fails to pay when due any indebtedness owed by the
Customer to the Bank or fails to comply with any other obligation
under or condition of this agreement,
(b) The Customer fails to pay when due any indebtedness owed by it to
another creditor or any creditor of the Customer changes (or obtains
the right to change) the original date on which that indebtedness is
or was due to be paid to an earlier date as a result of the Customer's
failure to comply with obligations in connection with that
indebtedness,
(c) Any representation or statement made by the Customer to the Bank,
whether or not in connection with this agreement, proves to have been
incorrect or inaccurate when made or deemed made,
(d) Any person with a legal claim takes possession or a receiver,
custodian, trustee, liquidator or similar official is appointed of the
whole or any part of the Customer's business of any of the Customer's
assets or a petition is presented for the making of an administration
order or a judgement, degree or diligence is made or granted against
the Customer,
(e) A petition is presented or an order is made or a resolution is passed
for the winding up of the Customer or, the Customer is or becomes
insolvent or stops or threatens to stop payment of its debts generally
or is deemed by law unable to pay its debts or the directors of the
Customer convene a meeting of shareholders or creditors with a view to
winding up or the Customer makes or seeks to make any other
arrangement or composition with its creditors.
(f) The customer ceases or threatens to cease to carry on its business in
the normal course or fails to maintain or breaches any franchise,
licence or right necessary to conduct its business or breaches any
legislation relating to its business, including but not limited to any
applicable environmental protection laws.
(g) The persons who now control the Customer cease to have control of the
Customer,
(h) Any guarantee, other security or other document or arrangement relied
upon by the Bank in connection with the loan ceases to be continuing
or ceases to remain fully effective or if the Bank reasonably believes
that the effectiveness of any such
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document or arrangement is in doubt or if any provision such document
or arrangement is not complied with for any reason,
(i) any of the above events occur or a similar circumstance arises in
relation to any parent of subsidiary of the Customer or any guarantor
of or other provider of security for the loan or, it any individual
provides any guarantee or other security for the loan, a petition is
presented for a bankruptcy order against any such individual or an
application is make in connection with a proposal to creditors for a
voluntary arrangement by any such individual or any such individual
dies or becomes incapable of managing his or her affairo by reason of
mental disorder, or
(j) the Customer fails to disclose to the Bank any important information
that is relevant to the loan or the security required or the Customer
undertakes or is subject to any action or occurrence which the Bank
reasonably believes could place at risk the payment of any amount
owing to the Bank.
6.2 If any Event of Default happens or anything happens that might lead to an
Event or Default, the Customer shall inform the Bank immediately.
6.3 If any amount payable in respect or this agreement is not paid when due
(including any amount payable under this clause 6) the Customer shall pay
interest on that amount at the default rate from the date on which the
amount was due until it is paid to the Bank. Interest, if unpaid, shall be
added to the amount in default at monthly intervals. The default rate shall
be the rate determined by the Bank to be 3% amount higher than the rate of
interest specified in the Specific Terms and Conditions of this agreement
that would normally apply.
6.4 The Customer shall indemnify the Bank against any cost incurred or losses
sustained by the Bank as the result of any Event of Default happening or
any failure by the Customer to pay any amount demanded by the Bank as a
result of an Event of Default.
6.5 The Customer shall also pay any costs and expenses incurred by the Bank in
enforcing or perfecting any security for the loan and in enforcing or
preserving its right under this agreement.
Other
7.1 This agreement shall be construed and have effect in accordance with the
applicable law and in subject to the jurisdiction of the Courts in the
jurisdiction of the applicable law. The applicable law will be the laws of
England and Wales or the laws of Scotland; at will be the governing law of
the country in which the branch or office of the Bank given at the heading
of this agreement is situated on the date this agreement is signed by the
Bank. The Bank may take action against the Customer in any other
jurisdiction where proceedings may be lawfully commenced.
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7.2 If at any time the Bank delays exercising any of the rights it has
under this agreement or exercises only part of those rights it will
still have the right to exercise all or any of those or any other
rights at any later time.
7.3 If any drawing of the loan or if any payment becomes due from the
Customer on a day which is not a business day then the amount
concerned will be drawn or, as the case may be, will become payable
on the next business day. A business day is a day other than a
Saturday or a Sunday on which banks in the jurisdiction of the
applicable law are open for normal business.
7.4 The Bank may use any credit balance there may be on any of the
Customer's accounts towards; payment of any amounts owed by the
Customer to the Bank under this agreement without notifying the
Customer beforehand whether such credit balances are in sterling or
any other currency or are deposited for fixed or determinable
periods.
7.5 Unless otherwise agreed by the Bank the Customer shall at all times
during the term of this agreement keep a current account with the
Bank and all amounts from time to time due to the Bank under this
agreement may be debited to that account. The Customer shall keep
enough money in the current account (or ensure that there are
sufficient funds available within any agreed overdraft) to meet all
such payments as they become due.
7.6 Any security given to the Bank (whether given before the date on
which this agreement is signed by the bank or at any time in the
future and whether or not specified in this agreement) shall,
unless otherwise agreed by the Bank, be security not only for the
loan but also for all other moneys and liabilities whether certain
or contingent at any time due, owing or incurred to the Bank by the
Customer.
7.7 Members of the Lloyds TSB group may transfer information regarding
the Customer among themselves and to their auditors for the time
being but not further or otherwise without the Customer's prior
written consent unless such information is in the public domain or
unless required by law so to do.
7.8 This agreement and all communications from the Customer to the Bank
in connection with this agreement and the loan (all off which are
to be sent in writing to the Bank) shall be signed on behalf of the
Customer in accordance with the mandate given by the Customer to
the Bank.
7.9 Any change to this agreement that is not permitted in this
agreement must be made in writing and be signed by both the Bank
and the Customer.
7.10 The Specific Terms and Conditions and General Terms and Conditions
of this agreement together with any Additional Terms and Conditions
attached to this agreement shall be read and construed as one
agreement.
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7.11 References in this agreement to:
(a) The "Bank" means and includes Lloyds bank Plc and its successors
and assigns.
(b) "control" shall have the meaning given to it in Section 840 of the
Income and Corporation Taxes Act 1988 or any amendment to or
restatement of that Act for the time being in force.
(c) "financial statement" means at any particular time the latest
consolidated balance sheet and profit and loss account (being
audited or signed by an independent accountant if so required by
law or by the Bank at any time and being prepared on the same basis
and in accordance with the same accounting principles as the latest
such balance sheet and profit and loss account received by the Bank
prior to the date on which this agreement is signed by the Bank) of
the Customer and its subsidiaries together with the notes to both,
(d) "loan" means, at any particular time, the total amount which may be
borrowed by the Customer under this agreement or, if appropriate,
the total amount which has been debited to the loan account and
remains outstanding at such time.
(e) "month" means calendar month except that, when the rate of interest
is quoted as "per month", it means one twelfth (1/12th) of a year,
and
(f) "parent" and "subsidiary" shall have respectively the meaning given
`parent undertaking' and `subsidiary undertaking' in Section 258 of
the Companies ▇▇▇ ▇▇▇▇ or any amendment to or restatement of that
Act for the time being in force.
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Preconditions Schedule
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Security Schedule
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First Legal Mortgage Over Freehold and Leasehold Properties
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Repayment Schedule
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Date Amount Date Amount
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The Customer acknowledges receipt of a copy of this agreement and, in
consideration of the Bank agreeing to grant the loan, agrees to the Specific
Terms and Conditions and to the General Terms and Conditions set out above * and
to the attached Additional Terms and Conditions (Forms numbered 1321 and 1322)/.
The Customer also acknowledges that this agreement comprises all the terms which
is not set out in this agreement and, in deciding to enter into this agreement
and to proceed with any transaction or project for which the loan has been
sought, has not received or relied upon any advice given by the Bank.
Signed for and on behalf of the Customer by Signed for and on behalf of the Bank by
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
------------ ------------
* Director * Manager
and by Date 15/4/99
Signed for and on behalf of the Customer by
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------
* Director
at Weymouth
Date 22/4/99
This agreement creates legal obligations. Before signing you may wish to take
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independent advice.
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Additional Terms and Conditions
Property Security Requirement
(Business Mortgage)
When this document has been signed by both Lloyds Bank Plc (the "Bank") and BHC
Aerovox Ltd. (the "Customer") the following terms and conditions will be added
to those terms and conditions set out in the BUSINESS LOAN AGREEMENT entered
into between the Bank and the Customer which was signed by the Bank on April 15,
1999 (the "Agreement"). These Additional Terms and Conditions shall apply for as
long as any moneys are owing to the Bank or the Bank in under any obligation
under the Agreement.
Definition of "Property"
1.1 The expression "Property" when used in these Additional Terms and
Conditions means the freehold and/or leasehold property that is to be
used (or is then being used) as security by agreement between the Bank
and the Customer.
Conditions to be met prior to drawing
2.1 No drawings may be made under the Agreement until the Bank has received the
following in form and substance acceptable to it and at the Customer's
expense:
(a) a valuation of each Property to be charged to the Bank prepared in
accordance with clause 3.1 of these Additional Terms and Conditions,
(b) a satisfactory report on title to each Property from the Bank's
solicitors
(c) confirmation that each Property is insured with insurers acceptable to
the Bank, for an amount and against such risks as the Bank may
require, and
(d) any other information concerning the Property or the Customer as the
Bank may reasonably require including, without limitation, any
schedule required by clause 4.2 of these Additional Terms and
Conditions.
2.2 The Bank shall have the right upon receipt of the documents referred
to in clause 2.1 above to cancel its obligation to grant the loan or
reduce the amount of the loan or to amend the terms and conditions
upon which the loan is offered if the content of the documents is not
fully acceptable to the Bank.
Security
3.1 The Bank has the right to require from time to time, at the expense of
the Customer, a valuation of any Property. Each valuation shall be
prepared by professional valuers acceptable to and reporting to the
Bank on a basis acceptable to the Bank. If at any time the Bank
determines (as a result of any valuation received) that the total
amount owing to the Bank by the Customer in connection with the
Agreement exceeds 65%
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of the aggregate value of the Property charged to the Bank (after
taking into account any amounts owing ranking in priority to amounts
owing to the Bank) the Customer shall promptly either (i) charge
additional Property with a value which in the Bank's opinion will
restore the Bank's security value requirements, or (ii) reduce the
amounts owing by such an amount as shall be necessary to restore the
security value requirements.
3.2. The Customer may at any time substitute any Property charged to the
Bank with alternative Property if the alternative Property has a value
at least equal to the value of the Property to be released. When the
Bank is satisfied that the alternative security is fully effective it
will discharge the security being substituted.
Undertakings
4.1 Where the purpose stated in the Specific Terms and Conditions of the
Agreement involves building works or works enabling building works
affecting any Property, the Customer agrees that promptly upon request
by the Bank at any time the Customer shall:
(a) provide the Bank with evidence in a form acceptable to the Bank
that the Customer has obtained all necessary permissions and
approvals for the proposed works and has entered into (in a form
of contract acceptable to the Bank) all contracts necessary for
the due completion of the proposed works. The Customer will at
all times ensure that any other party to any such contract
(whether or not such contract has been provided to the Bank)
complies with the contract in accordance with its terms. The
Customer shall not, without the consent of the Bank agree to any
modification in the terms of any contract which has been provided
to the Bank, or terminate any such contract or stop work on any
proposal works prior to completion of the works, and (b) provide
to the Bank confirmations (each in a form and from a party
acceptable to the Bank) of all expenditure on the works. The Bank
may refuse to permit any drawing of the loan if the total of all
drawings made under this agreement in respect of the works
exceeds the total expenditure detailed in the confirmation.
4.2 The Customer shall supply to the Bank:
(i) at the time each Property is accepted by the Bank as security,
schedules in a form and substance acceptable to the Bank of all
tenancies of that Property existing at the date of the schedule
and the Customer shall update each schedule at intervals of not
less than 6 months. No schedule will be required for any Property
that is fully occupied by the Customer, and
(ii) upon request, a written authority for any third party connected
with any Property to disclose to the Bank information about the
Property.
Default
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5.1 The following shall be included as an Event of Default:
any tenant or group of tenants of any Property fails in arrears with
payments of rent or there is an adverse change in the financial condition
of any tenant, in either case to an extent which the Bank believes could
place at risk the payment of any amount owing to the Bank.
Costs
6.1 The Customer shall pay to the Bank on demand any costs and expenses
incurred by the Bank which are stated in these Additional Terms and
Conditions to be at the Customer's expense.
Signed for and on behalf of the Customer by
▇▇▇▇▇▇ ▇▇▇▇▇
Director
and by
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Director
at Weymouth, April 22, 1999
Signed for and on behalf of the Bank by
▇▇▇▇ ▇▇▇▇▇▇
Manager
April 15, 1999
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Additional Terms and Conditions
Financial Covenants
When this document has been signed by both Lloyds Bank Plc (the "Bank") and BHC
Aerovox Ltd. (the "Customer") the terms and conditions below marked with an "X"
or with a tick will be added to those terms and conditions set out in the
BUSINESS LOAN AGREEMENT which was signed by the Bank on April 15, 1999 (the
"Agreement"). These Additional Terms and Conditions shall apply for as long as
any moneys are owing to the Bank under the Agreement or the Bank is under any
obligation under the Agreement.
The Customer shall maintain Net Worth at not less than (pound)4,250,000 with
effect from December 12, 1998 and shall ensure that Net Worth increases annually
by not less than (pound)0 as a result of profits retained.
The Customer shall not permit the Net Borrowing of the Customer and (in the case
of a Customer which is a company) its subsidiaries to exceed 75 per cent of Net
Worth.
The Customer shall not permit the total interest paid and payable shown in any
financial statement or in any management accounts provided by the Company to
exceed 40 per cent of the profit before taxation and interest paid and payable
as shown in those accounts.
The Customer shall not permit the total principal repayments and interest paid
and payable shown in any financial statements or in any management accounts
provided by the Customer to exceed 65 per cent of the profit before taxation,
depreciation and interest paid and payable as shown in those accounts.
The expression:
Net Borrowing shall include all borrowed moneys and all liabilities and
indebtedness, whether or not then due, under acceptance credits and hire
purchase, instalment credit, equipment leasing or similar agreements, any amount
guaranteed and all other actual or contingent liabilities but excluding trade
debts and liabilities for the payment of tax, less all freely available cash
balances and credit balances with banks.
Net Worth shall mean at any particular time:
the aggregate of the amount paid up on its issued share capital and the
consolidated distributable and non-distributable reserves of the Customer and
its subsidiaries but (i) after deducting the total of any debit balance on
profit and loss account and the book value of goodwill and any other intangible
assets, and (ii) excluding any minority interests in subsidiaries and any
increase in the valuation of assets subsequent to the date of the financial
statement.
current assets and current liabilities shall be calculated in accordance with
generally accepted
accounting principles and, in the case of a Customer which is a company, shall
relate to the Customer and its subsidiaries, and
profit before taxation shall exclude credit items of an extraordinary nature and
credit items of an exceptional nature unless taken into account at the Bank's
discretion for the purpose of any relevant calculation.
If the Customer is a company, subsidiary shall have the meaning set out in the
Agreement. During any period in which the Customer does not have a subsidiary,
all references to subsidiaries and consolidated shall be ignored and the
relevant text read and construed accordingly.
Signed for and on behalf of the Customer by:
▇▇▇▇▇▇ ▇▇▇▇▇
Director
and by
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Director
at Weymouth, April 22, 1999
Signed for and on behalf of the Bank by:
▇▇▇▇ ▇▇▇▇▇▇
Manager
April 15, 1999
104
Dated 19________________________________
BHC AEROVOX LIMITED
AND
LLOYDS BOWMAKER LIMITED
__________________________________________________
CHARGE over equipment
to secure a loan of(pound)500,000 and all moneys
__________________________________________________
105
THIS FIXED CHARGE is made on the day of 19
BETWEEN BHC AEROVOX LIMITED (Company No. 2775957) whose registered office is at
▇▇-▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ Industrial Estate, Weymouth, Dorset DT4 9TE ("the
Borrower") and LLOYDS BOWMAKER LIMITED whose registered office is at ▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("LB")
IN CONSIDERATION of LB lending to the Borrower the sum ("the Loan") referred to
in the First Schedule hereto on terms as to repayment of capital and payment of
interest as appears in the said First Schedule it has been agreed that the
Borrower shall give security to LB as is hereinafter mentioned as well for
moneys (if any) now owing as for any moneys which may hereafter during the
continuance of this security become owing by the Borrower to LB
THIS DEED WITNESSED AS FOLLOWS:-
1. The Borrower with full title guarantee charges by way of first fixed charge
the property more particularly described in the Second Schedule hereto (the
Charged Property") with payment to LB pursuant to the terms on which each
sum was or will be advanced or in the absence of any such terms upon demand
of all and every sum or sums of money for which these presents are declared
to be a security.
2. These presents shall be a security to LB for the payment to LB and
discharge of all moneys and liabilities now or hereafter due from or
incurred by the Borrower to LB in any manner whatever and whether actually
or contingently alone or jointly with any other parties and whether as
principal or surety (including without prejudice to the generality of the
foregoing advances made or other financial assistance rendered and all
liabilities on Bills of Exchange and promissory notes and other instruments
and guarantees and other obligations of all kinds and including obligations
of the Borrower which may be assigned to LB and whether before or after the
creation of this security together with in respect of each advance or
rendering of assistance by LB such interest (if any) payable at such rate
and on such dates as shall have been or shall be agreed upon between the
Borrower and LB at the time of each advance or rendering of financial
assistance).
3. The Borrower shall not without the consent in writing of LB part with
possession of the Charged Property or create or permit to come into being
any encumbrance, hiring, mortgage, charge, sale, disposition or lien in
respect of the Charged Property.
107
4. The Borrower HEREBY CONVENANTS with LB as follows:-
(a) To pay to LB the Principle Amount ("the Principal Amount") shown
in the First Schedule hereto and Business Security Cover Insurance
Premium (if any) together with interest thereon at the times and in
the amounts stated in the said First Schedule
(b) To pay to LB all other moneys from time to time owing to LB on
such dates as shall have been or shall be agreed upon between the
Borrower and LB or in the event of no date for the payment of any
moneys having been so agreed to pay such moneys forthwith on demand by
LB.
(c) At all times during the continuance of this security to keep the
Charged Property insured (as far as it is possible to insure) against
loss or damage by fire, theft, accident or any other cause whatsoever
to its full value and to pay all premiums necessary for effecting and
keeping up such insurance and on demand in writing to produce to LB
the policy or policies of such insurance and the receipt for every
such payment of premium. The Borrower shall notify the insurer of the
interest of LB in the Charged Property and shall cause the insurer to
issue a note or memorandum that such interest has been noted by the
insurer on the policy of insurance. If default shall be made at any
time by the Borrower in effecting and keeping up such insurance it
shall be lawful for LB to insure and keep insured the Charged Property
to its full value and any moneys expended by LB for such purpose
together with interest thereon at the rate specified in clause 9 from
the time of such moneys having been expended by LB shall on demand be
repaid by the Borrower and until such repayment shall be charged on
the Charged Property. The Borrower will not create any mortgage or
charge over the policy or policies of such insurance nor assign the
benefit thereof nor the benefit of the insurance proceeds during the
continuance of this security. The Borrower will not assign to any
other person its right to cancel the policy or policies of such
insurance.
(d) At all times during the continuance of this security to keep the
Charged Property in good repair and proper working order and in a
condition satisfactory to LB and to permit LB from time to time to
enter on the premises where the Charged Property may then be and view
and inspect and take an inventory thereof.
5. The whole of the moneys payable or to become payable hereunder or secured
hereby plus interest and late payment interest accrued but unpaid (if any)
plus an amount equal to three months' interest on the Principal Amount
calculated at the rate of 5 per cent above Finance House Base Rate from
time to time current (or in the event of the period of the Loan having at
such date less than three months to run an amount equal to interest for
such period on the Principal Amount calculated at the rate aforesaid) shall
immediately become due and payable on demand.
108
(a) if the Borrower shall fail to make payment of the due date therefor of
any moneys hereby covenanted to be made or
(b) if default be made by the Borrower in the observance or performance of
any of the covenants or obligations herein expressed or implied (other than
for payment of moneys), or
(c) if default be made by the Borrower in the terms upon which any moneys
were advanced or provided to the Borrower by LB, or
(d) if a petition for an Administration Order is presented in respect of
the Borrower, or
(e) if a receiver or a receiver and manager shall be appointed over all or
any part of the assets or undertaking of the Borrower or any guarantor or
indemnifier of the Borrower's obligations hereunder, or
(f) if an administrative receiver shall be appointed in respect of the
Borrower, or
(g) if an order shall be made or a resolution passed for the winding up of
the Borrower or any guarantor or indemnifier of the Borrower's obligations
hereunder (other than for the purposes of reconstruction or amalgamation on
terms previously approved by LB), or
(h) if the Borrower or its servants or agents shall do or suffer any act
or thing which in the opinion of LB is prejudicial to the security hereby
created, or
(i) if a distress or execution is levied or issued or diligence is
executed against any of the Borrower's chattels or property and is not paid
out within 7 days, or
(j) if the Borrower shall be in default in payment under any loan hire-
purchase rental or conditional sale agreement or other credit facility
provided by LB or by any subsidiary (within the meaning of section 736 of
the Companies Act 1985) from time to time of LB
(k) if the Borrower shall cease or threaten to cease to carry on the whole
or a substantial part of its business or (without the prior written consent
of LB) shall dispose or threaten to dispose of the whole or a material part
of its undertaking or assets, or
(l) if the Borrower shall enter into any arrangement with its creditors,
or
109
(m) if any part of the Changed Property shall be stolen or so damaged
as to be a total loss or a constructive total loss, or
(n) if any of the events specified in this clause 5 shall occur
(mutatis mulandis) in relation to a surety or holding company (as
defined in section 736 Companies Act 1985) of the Borrower, or
(o) if any other event the occurrence of which has been or may be
agreed between the Borrower and LB as enabling LB to make demand for
the whole or any part of the moneys payable or to become payable
hereunder shall occur
And in each case LB may do all or any of the following things:-
(i) Take immediate steps to realise its security and to sell the Charged
Property either with or without taking possession of the same and
either by public auction or private contract and on such conditions as
LB shall deem proper (including a provision that the purchase price is
payable by instalments) without being responsible for any loss
occasioned thereby and without the restriction imposed by section 103
of the Law of Property ▇▇▇ ▇▇▇▇.
(ii) Appoint in writing under the hand of a Director or Authorised
Signatory of LB or under the seal of LB any person or persons whether
an officer of LB or not to be a Receiver or Receivers in respect of
all or any part of the Charged Property (if more than one person is so
appointed all such persons may act severally as well as jointly with
the others of them)
6. (1) A Receiver or Receivers appointed pursuant to clause 5 hereof or
pursuant to any other power possessed by LB shall be the agent(s) of
the Borrower for all purposes and shall have power.
(a) to sell let deal with and take possession of the Charged Property
or any part thereof (including a provision that on the sale of
the Charged Property or any part thereof the purchase price may
be payable by instalments) and to carry any such sale into effect
by conveying or assuring the Charged Property or any part thereof
in the name and on behalf of the Borrower and
(b) to make such alterations additions repairs and improvement to the
Charged Property as he or they shall think fit and
110
(c) to obtain such licenses permits permissions and consents in
respect of the Charged Property as he or they shall think fit or
desirable in order to protect the same or for the purpose of
selling disposing of or dealing with the same, and
(d) to take any proceedings in relation to the Charged Property or
any part thereof in the name of the Borrower or otherwise as may
seem expedient including proceedings for the collection of
rentals in arreas at the date of his or their appointment, and
(e) to enter into any agreement or make any arrangement or compromise
as he or they shall think fit in respect of the Charged Property,
and
(f) to insure the Charged Property or any part thereof in such manner
as he or they shall think fit or as LB shall from time to time
direct, and
(g) to appoint managers agents (which may be or include LB)
solicitors values contractors officers servants workmen and
others for any of the aforesaid purposes at such remuneration and
for such periods as he or they may determine, and
(h) to do all such other things as may be incidental to or as he or
they may think conducive to the realization of LB's security, and
(i) to raise moneys upon such terms and at such rate of interest as
he or they may decide and upon the security of the Charged
Property (which is hereby changed with the payment thereof) for
the purposes of doing all or any of such things as aforesaid
PROVIDED ALWAYS that nothing herein contained shall make LB liable to any such
Receiver or Receivers as aforesaid in respect of his or their remuneration costs
charges or expenses or otherwise and PROVIDED FURTHER that the Borrower shall be
solely responsible for the acts or defaults of the Receiver or Receivers.
(2) The Borrower irrevocably appoints any Receiver or Receivers appointed
hereunder to be the Attorney(s) of the Borrower to do any act or
execute and deliver any deed or document for all or any of the
purposes mentioned in sub-clauses (1) of this clause and the powers
conferred by this clause shall be in addition to all powers given by
statute to LB or to any such Receiver. Without prejudice to the
generality of the foregoing the Borrower hereby covenants with LB and
separately with each such Receiver that if required so to do the
Borrower will ratify and confirm all transactions entered into by the
Receiver or Receivers or by the Borrower at the instance of the
Receiver or Receivers in the exercise or purported exercise of the
powers of the Receiver or Receivers and the Borrower irrevocably
111
Acknowledges and agrees that the said power of attorney is (inter
alias) given to the Receiver or Receivers to secure the performance of
such obligation to ratify and confirm owed to him or them by the
Borrower.
(3) The net proceeds of sale disposal dealing or realization and all
monies got in by any such Receiver or Receivers shall be applied by
the Receiver or Receivers subject to the claims of all secured or
unsecured creditors (if any) in ranking in priority to this ▇▇▇▇▇▇:-
FIRST in payment of all costs charges and expenses of and incidental
to the appointment of the receiver or receivers and the exercise by
him or them all or any of the powers as aforesaid including the
remuneration of the receiver or receivers at a rate or of an amount to
be agreed by LB;
SECONDLY In or toward payment to LB of arrears of interest,
THIRDLY in or toward payment to LB all other moneys owing to LB;
FOURTHLY in or towards payment of any other moneys and liabilities
secured hereby and it he event of the shortfall in such proportions as
he or they shall think fit; and
FIFTHLY any surplus shall be paid to the persons or persons entitled
thereto.
7. The Borrower agrees to indemnify LB and as a separate covenant any Receiver
or Receivers appointed hereunder against all existing and future rents
rates taxes duties charges assessments impositions and outgoings whatsoever
(whether imposed by deed or statute or otherwise and whether of the nature
of capital or revenue) now or at any time payable in respect of any
freehold or leasehold premises on or in which the Charged Property may be
situated or by the owner or occupier of such premises. If any such sums
shall be paid by LB or by any Receiver or Receivers the same shall be
reimbursed by the Borrower on demand with interest at the rate specified in
clause 9 hereof from the date of payment by LB or by any Receiver or
Receivers until the date of reimbursement by the Borrower and until
reimbursement by the Borrower the Charged Property shall be charged with
the said sums with interest but LB shall not be deemed to have taken
possession of the Charged Property or of any freehold or leasehold premises
in which the Charged Property may be situated by reason of such payments.
8. LB may at any time after appointing a Receiver or Receivers or entering
into possession of all or any part of the Charged Property under the power
herein contained remove such Receiver or Receivers (or any of them) or
relinquish such possession on giving notice to the Borrower. If LB removes
any such Receiver then it may (but shall not be bound to do so) appoint
another in his stead.
112
9. All costs including Value Added Tax and disbursements (on an indemnity
basis) of any legal proceedings and any other action to enforce the terms
of these presents shall be paid by the Borrower on demand and such monies
with interest at the rate of 5% above Finance House Base from time to time
current shall be charged upon the Charged Property.
10. (a) The foregoing provisions shall take effect by way of variation and
extension of sections 101 and 104 to 109 inclusive of the Law of
Property ▇▇▇ ▇▇▇▇ and the provisions of such sections and the powers
conferred on a mortgagee or receiver by such sections as so varied and
extended shall apply to and be exercisable by any such receiver as
aforesaid as far as possible.
(b) LB may appropriate any payment made by the Borrower to any sum due to
LB or to any subsidiary from time to time of LB from the Borrower
whether under these terms or not and whether the Borrower purports to
appropriate payments to any particular sum or not.
11. Any demand or notice required or authorized by this Charge or by statute to
be given to or to be served on the Borrower shall be in writing and shall
be sufficiently served if it is served in any manner in which a notice may
be served on a mortgagor under section 196 of the Law of Property ▇▇▇ ▇▇▇▇
or if it is sent by ordinary pre-paid post addressed to the Borrower at his
or their last known address and a notice so served shall be deemed to have
been served on the day following that on which the letter containing such
notice shall have been posted.
12. A demand or notice by a Director or official of LB as to the money and
liabilities for the time being due or incurred by LB to the Borrower and
secured hereby shall be conclusive evidence against the Borrower (save in
the case of manifest error) in any legal proceedings in respect thereof.
13. In this charge where the context so admits:-
(a) :the Borrower" includes the persons deriving title under him or them
and if more than one person is stated to be the Borrower then "the
Borrower" shall include reference to all such persons and the persons
deriving title under them or any of them.
(b) "LB" includes its assigns and persons deriving title under it.
(c) Words importing the masculine gender only include the feminine and
words Importing the singular only include the plural and vice versa.
(d) If more than one person is stated to be the Borrower then the
agreements and covenants herein of the Borrower shall be joint and
several.
113
14. The charges hereby created is in addition to any other security or
securities now or hereafter held by LB and where this charge initially
takes effect as a collateral or further security then notwithstanding any
receipt release or discharge endorsed on or given in respect of the money
and liabilities owing under the principal security to which this charge
operates as a collateral or further security this charge shall in respect
of any money which was originally intended to be secured be an independent
security for any such money.
15. The Borrower hereby agrees that if a monthly insurance premium for Business
Security Cover Insurance is shown in the First Schedule hereto then:
(a) The Borrower will pay LB for a period coinciding with the period for
repayment of the Principal Amount as specified in the First Schedule
hereto the said monthly premiums on the same dates as are specified in
the First Schedule for repayment of the Principal Amount;
(b) LB will collect the monthly premiums on behalf of the insurer;
(c) The Borrower acknowledges that he has applied for such Insurance and
has received details of the cover and the limitations thereof;
(d) LB will be entitled to supply to the insurer any information
concerning the Borrower for which the insurer may ask and LB us
authorized to approach any person to obtain that information;
(e) If moneys become payable by the insurer LB will be entitled to receive
these from the insurer and will be entitled to apply the same in or
towards satisfaction of all moneys hereby secured;
(f) If the Principal Amount and interest thereon and all other moneys
secured by this Charge are paid by the Borrower to LB at any time
prior to expiry of the period for repayment thereof specified in the
said First Schedule the Borrower will be entitled to terminate the
insurance cover by paying to LB a sum equal to two monthly premiums
together with any arrears of monthly premiums due.
114
THE FIRST SCHEDULE before referred to
(Loan and Repayment Details)
----------------------------
Fixed Rate
Principal Amount (pound)500,000.00
Optional Business Security Cover monthly premium: (pound)
--------------------------------------------------------------------------------
The Principal Amount together with interest amounting to (pound)87,500.20 is
repayable by 60 instalments of (pound)9,791.67 per month commencing on the 1
June 1999 and the Borrower will pay a documentation fee of (pound)60.00 to LB on
the date on which the last of the monthly instalments is due. If the Borrower
does not pay any instalment on the due date the Borrower shall pay late payment
interest on the unpaid sum at the rate of 15% per annum (" the Interest Rate")
115
The Second Schedule hereinbefore referred to
The Charged Property
--------------------
----------------------------------------------------
Description of Goods
----------------------------------------------------
Arcotronics AVE 233 PM233115C
----------------------------------------------------
Arcotronics AVE 189 PM037/C
----------------------------------------------------
Arcotronics AVE 263B 263M274C
----------------------------------------------------
Arcotronics AVE 263D PM263 718D
----------------------------------------------------
Arcotronics AVE 263C PM263 721A
----------------------------------------------------
Arcotronics AVE 263D 263M 274D
----------------------------------------------------
Arcotronics AVE 263B 263M231C
----------------------------------------------------
Baron Impregnation System
----------------------------------------------------
TOGETHER WITH all other plant and machinery, fittings and equipment (not being
the Company's stock in trade or work in progress) now or at any time hereafter
belonging to the Company or in which the Company is legally, beneficially or
otherwise interested, wherever situated and whether or not affixed to any
freehold or leasehold property of the Company.
116
-11-
THE COMMON SEAL of
BHC AEROVOX LIMITED
was hereunto affixed in
the presence of:
Director
Secretary
SIGNED as a Deed by
BHC AEROVOX LIMITED
acting by either a Director
and its Secretary or two
Directors
Signed ------------------ ---------------------- --------------------------
Director Secretary/Director
Name in block
------------------------------ --------------------------
capitals
117
CERTIFICATE
-----------
I hereby certify that the Directors of BHC AEROVOX LIMITED ("the Borrower")
resolved that the Borrower enter into and execute a Fixed Charge over goods and
equipment in favour of Lloyds Bowmaker Limited as security for all monies due
and payable from time to time to Lloyds Bowmaker Limited.
Dated 19
--------------------------------
Director
118
The Directors
BHC Aerovox Limited
▇▇-▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Your Ref: Our Ref: 14 April, 1999
Dear Sirs,
OVERDRAFT FACILITY AND OTHER FACILITIES
We Lloyds Bank Plc. (the "Bank"), are pleased to offer to BHC Aerovox Limited
an overdraft facility on currency account number ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, 2474528
and/or your sterling account number ▇▇▇▇▇▇▇ on the following terms and
conditions.
Amount
The maximum aggregate amount outstanding at any facility at any one time
(calculated on the basis of cleared funds) shall not exceed (pound)2,500,000.
For the purpose of determining whether the total amount owing is at any
particular time within or in excess of this limit, amounts owing in a currency
other than sterling shall be notionally converted into sterling on the basis of
the Bank's exchange rate for buying that currency with sterling at that time.
Availability
Any amounts from time to time owing under the facility are repayable on demand
but it is the Bank's present intention to make the facility available until 29
February 2000. All monies from time to time owing to the Bank under this
facility shall be repaid no later than this date owing at any time may include
interest, costs or charges debited to the account in accordance with the terms
of this letter.
The Bank shall have the right at the time of making demand or at any time
thereafter to convert all amounts then due and payable in a currency other than
sterling into sterling at the Bank's exchange rate for selling that currency
against sterling at that time. The Bank shall as soon as possible after such
conversion advise you of the sterling amount then owing.
119
Interest
--------
Interest is calculated in the cleared daily balance of each account and will be
payable on amounts owing up to the aforesaid limit at 1.5% per annum over the
Bank's Base Rate from time to time (currently 6.75% per annum in total) in the
case of amounts owing in sterling and at 1.5% per annum over the Bank's relevant
short term offered rate from time to time in the case of amounts owing in any
other currency.
Amounts owing in excess of the agreed limit will be deemed to be amounts owing
in sterling and interest will be payable thereon at Lloyds Bank Unauthorized
Overdraft Rate (presently 2% per month, Equivalent Annual Rate 24%). If there
are no amounts owing in sterling, or the amounts are less than the excess, or,
as the case may be, on the amount by which the excess exceeds the overdrawn
balance of the sterling account on such currency account or accounts as the Bank
shall determine at the Bank's unauthorized currency borrowing rate from time to
time (currently 12% per annum over the Bank's relevant short term offered
rates).
Interest will be debited to the relevant account monthly in arrears (normally on
the 20th of each month or on the next working day) and additionally on the date
upon which the facility ceases to be available.
The Bank's Base Rate and Unauthorized Overdraft Rate may be varied (either up or
down) by the Bank at any time and notices of changes will be displayed in the
branch of the Bank where your account is held. The Bank's short term offered
rate for each currency may vary from day to day and upon request the Bank will
advise you of the rates then applicable. Interest will be calculated on the
basis of the actual number of days elapsed and a 360 day year or a 365 day year
as is in the Bank's reasonable opinion the usual market practice for the
relevant currency.
Costs and Charges
Charges will be payable on the sterling account as follows:
Free for the first three months and thereafter transaction charges will be
payable on the account monthly in accordance with the itemised Business Tariff
detailed on the enclosed fact sheet.
In addition, further charges will be payable for other services provided, as
shown in the enclosed tariff leaflet.
These charges will be debited to the account and may be varied by the Bank at
any time and notice of changes will be advised to you.
All costs and expenses incurred by the Bank in creating, preserving or enforcing
the security referred to below in excess of the security fee shall be debited to
the account under advice
120
to you.
Security
It is a condition of the facility and of the other facilities referred to below
that amounts owing shall be secured by the following.
Any security which is not already in place is to be provided to the Bank in a
form acceptable to the Bank.
a. An unlimited debenture from you.
b. A first legal charge over ▇▇-▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, Weymouth, Dorset.
Financial Information
Whilst the facility and/or any of the other Facilities remain available you
should provide to the Bank copies of any financial information that the Bank may
from time to time reasonably request, including:
(a). Your audited annual accounts and
(b). Your monthly management accounts,
As soon as possible after the end of the period to which they relate which
shall not be later than 150 days in respect of your annual accounts or 30 days
in respect of your management accounts from the end of each relevant period.
Other Facilities
In addition to the overdraft facility we are pleased to offer to you the
facilities numbered 1 to 2 on the attached Schedule. These additional facilities
will be available upon such terms and conditions as shall from time to time be
specified by the Bank and may be cancelled by the Bank at any time, but it is
the Bank's present intention to keep these facilities in place for the period of
availability of the overdraft facility. Your liability in respect of any
utilisation of these facilities may, however, extend beyond such period of
availability.
Amounts outstanding in connection with the facility numbered 1 on the attached
Schedule may be in sterling or in any other currency. For the purpose of
determining whether there is sufficient availability within the specified limit
for any particular utilisation, amounts outstanding in a currency other than
sterling shall be notionally converted into sterling on the date of the proposed
utilisation on the basis of the Bank's exchange rate for buying the relevant
currency with sterling at that time.
Charges relating to these facilities will be as set out in the enclosed tariff
leaflet or as agreed from time to time.
121
The Bank may debit any amount owing in connection with these additional
facilities to the Company's current account with the Bank whether or not that
would cause the account to become overdrawn or the agreed overdraft limit on
the account to be breached.
Period of Offer
Please confirm your acceptance of the facilities offered by returning the
attached duplicate of this letter with the acknowledgement signed in accordance
with the Bank mandate currently held by the Bank. If such confirmation is not
received by this office within one month of the date of this letter the offer
will lapse.
Yours faithfully,
For and on behalf of Lloyds Bank Plc.
▇▇▇▇ ▇▇▇▇▇▇
Senior Manager
122
We hereby acknowledge and accept the terms of your offer dated 14 April, 1999 of
which this is a duplicate and agree all the terms and conditions therein
contained
For and on behalf of BHC Aerovox Limited
Signed by: ▇▇▇▇▇▇ ▇▇▇▇▇
22/4/99
Signed by: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
22/4/99
This document creates legal obligations. Before signing you may wish to take
independent advice.
To be signed in accordance with the account mandate held by the Bank.
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SCHEDULE OF OTHER FACILITIES
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The following additional facilities are available to you:
1. A foreign exchange facility of (pound)200,000 for spot and forward exchange
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contract of up to 12 months. You may enter into foreign exchange
contracts with the Bank provided that the aggregate of (a) 10% of the
value of contracts with a maturity date of 6 months or less from the
contract date, [and] (b) 15% of the value of contracts with a maturity
date of 12 months or less (but of more than 6 months) from the contract
date, [and (c) 20% of the value of contracts with a maturity date of
more than 12 months from the contract date] outstanding at any time does
not exceed the limit detailed above.
2. An indemnity line of (pound)200,000 to cover bonds, indemnities and
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guarantees ("BIGs") issued by the Bank or its correspondents on your
behalf. The total value of all BIGs that may be outstanding at any one
time may not exceed the limit detailed above. You should note that the
total liability of the Bank under certain custom and excise guarantees is
twice the amount quoted on the guarantee.
The Bank shall be under no obligation to issue any BIG unless the terms of the
BIG and the expiry date of the BIG (or means by which the Bank can terminate its
liability) are acceptable to the Bank. The Bank is to be indemnified to its
complete satisfaction for its liability in connection with each BIG issued.
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