Leveraged Finance 3rd Floor 54 Lombard Street London EC3P 3AH The Directors Tel 020 7699 5000 ebookers plc Fax 020 7699 2770/3275 Farringdon Street London www.barclays.com EC4A 4AB Barclays
Exhibit 4.18
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| Leveraged Finance | |
3rd Floor 00 Xxxxxxx Xxxxxx Xxxxxx XX0X 0XX |
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| The Directors | |
Tel 000 0000 0000 | ||||
| ebookers plc | |
Fax 000 0000 0000/3275 | ||||
| Farringdon
Street London |
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xxx.xxxxxxxx.xxx | ||||
| EC4A 4AB | |
Barclays | ||||
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18th August 2003 |
Dear sirs
We refer to the Facilities Agreement dated 20th January 2003 from Barclays Bank Plc setting out the terms and conditions of a £15,000,000 Term Loan, £10,000,000 Revolving Credit Facility and £10,000,000 Guarantee Facility to Ebookers plc (the "Facilities Agreement").
Capitalised words in this letter shall have the meanings given to them in the Facilities Agreement detailed above.
The Bank agrees to waive the following breaches that have occurred in Financial Covenants as set out in Clause 19 of the Facilities Agreement;
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| Financial Covenant | |
Test dates | ||||
| Cash / Trade Creditors Ratio | |
31st March 2003, 30th April 2003, 3lst
May 2003 and 30th June 2003. |
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| Absolute EBIT | |
30th June 2003. | ||||
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The terms and conditions of the Facilities Agreement are varied as follows:
1. Financial Condition (clause 19) is amended as follows;
Clause 19.1.1 – Absolute EBIT
The test amounts for the following test dates are amended to;
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| Quarterly Period Ending | |
Amount (£) | ||||
| 30th September 2003 | |
2,800,000 | ||||
| 31st December 2003 | |
7,200,000 | ||||
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Clause 19.1.3 – Senior Debt/EBlT Ratio
The test amounts for the following test date is amended as follows:
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| Quarterly Period Ending | |
Amount (£) | ||||
| 31st December 2003 | |
5.35:1 | ||||
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Clause 19.1.5 – Absolute Cashflow
The test amounts for the following test dates are amended to;
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| Quarterly Period Ending | |
Amount (£) | ||||
| 30th September 2003 | |
8,750,000 | ||||
| 31st December 2003 | |
2,700,000 | ||||
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Clause 19.4 – Definitions
The definition of "Cash" is amended to include the words "and any un-drawn amount available under Revolving Credit Facility A", following the word "Group" at the end of the sentence.
2. Financial Indebtedness (clause 20.3.2) is deleted and replaced by the following clause;
Financial Indebtedness of the Group at any time in respect of all its finance leases or contracts for hire purchase up to a maximum aggregate liability over the term of the relevant leases or contracts of up to £3,300,000 (or its equivalent in any other currency).
3. Fee
The Principal Borrower shall pay to the Bank;
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| a) | a facility fee of £35,000 on the date of acceptance of this letter |
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| b) | a further fee of £15,000 in the event that the Borrower fails to comply with the Absolute EBIT financial covenant test as at 31st December 2003 (as detailed above) payable on 31st January 2004 or earlier receipt of the Compliance Certificate for the period ended 31st December 2003. |
This letter is a Finance Document as defined in the Facilities Agreement and Clause 33 in respect of Enforcement shall apply to the same extent as in the Facilities Agreement. Other than set out in this letter, all other terms and conditions of the Facilities Agreement remain unchanged.
Please indicate your acceptance of the above amended terms and conditions by signing and returning the enclosed duplicate of this letter within 7 days of the date of this letter, together with a certified copy of a board resolution authorising the signing of this letter on behalf of the Principal Xxxxxxxx.
The Bank For and on Behalf of Barclays Bank Plc
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| Signed | Xxxx Xxxxxxx |
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| Date | 18th August 2003 |
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The Principal Borrower
Accepted for and on behalf of ebooker plc
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| Signed | /s/ Xxxxx Xxxxxxx Xxxxx |
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| Signed | /s/ Xxxxxx Xxxxxxx |
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| Date | 20th August 2003 |
