Exhibit
2.24
BURDALE FINANCIAL
LIMITED
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇ ▇▇▇
Waterford Wedgwood plc
▇-▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇
▇▇▇▇▇▇▇
on behalf of the Obligors under the Facility
Agreement described below
and
▇▇▇ ▇▇▇▇▇▇▇
▇'▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇.
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
14 December 2004
Dear
Sirs
FACILITY AGREEMENT DATED 30 SEPTEMBER 2004
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| (A) |
GENERAL |
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| 1. |
We
refer to the €210,000,000 and US$30,000,000 facility
agreement (the "Facility Agreement")
dated 30 September 2004 and made between Waterford Wedgwood plc as the
Company (1), the Original Borrowers therein named (2), the Original
Guarantors therein named (3), the Original Senior Lenders therein named
(4), the Original Senior Tranche B Lenders therein named (5), the
Ancillary Facility Providers therein named (6) and ourselves as Agent
(7). |
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| 2. |
Terms defined in the Facility
Agreement have the same meanings where used in this letter. In this
letter: |
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(a) |
"Account
Bank" means Wachovia Bank NA, London Branch; |
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(b) |
"Burdale"
means Burdale Financial Limited in its capacity as a Senior Lender; |
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(c) |
"Cash
Deposit" means the cash deposit of
€25,000,000 to be placed by the Chargor with the Account
Bank, as contemplated by paragraph (C)5 below (and includes any
extension, renewal or replacement thereof); |
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(d) |
"Charge
over Deposit" means a charge over the Cash Deposit
executed by the Chargor in the form annexed to this letter; |
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(e) |
"Chargor"
means ▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇ of ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇; |
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(f) |
"EBITDA"
means in relation to the Group, for any financial year ending on or
after 31 March 2005, its consolidated profits for that period but (i)
adding back any amounts in respect of interest, taxation, depreciation
and amortisation, (ii) excluding any exceptional or extraordinary
profit and (iii) adding back the non-cash costs of any rationalisation
or reorganisation programme; |
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(g) |
"Pension
Plan Deed of Amendment" means a deed of amendment with
respect to the pension plan of RD, in the form attached hereto; |
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(h) |
"RD"
means Royal Doulton plc; |
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(i) |
"RD
Acquisition" means the proposed acquisition of all or
any of the RD Shares by Waterford Wedgwood U.K. plc; |
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(j) |
"RD
Shares" means the ordinary shares in RD not already
owned by the Company or any of its Subsidiaries; |
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(k) |
"Rights
Issue" means the rights issue described in paragraph
(A)4 below; and |
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(l) |
"Total
Senior Facility Availability" has the meaning given to
it in paragraph (D)1 below. |
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| 3. |
In this
letter; |
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(a) |
any
reference to a Default shall mean any Default other than one which has
been cured or waived; and |
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(b) |
any payment required to
be made to a Blocked Account shall, subject to the terms of this
letter, be applied in accordance with clause 12.2 of the Facility
Agreement. |
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| 4. |
You propose to make an offer
to acquire the RD Shares. In that connection, you also propose to
launch an underwritten rights issue to raise gross proceeds of
€99,700,000. |
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| 5. |
This letter
sets out certain terms and conditions upon which the Facility Agreement
is to be amended, varied or waived in order to assist you in this
process. |
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| 6. |
This letter is written to you
in our capacity as Agent for the Finance Parties. |
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| (B) |
ACQUISITION OF RD SHARES/RD
INDEBTEDNESS |
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| 1. |
For the purposes of clause
24.5(a) of the Facility Agreement, the Majority Lenders consent to the
RD Acquisition, provided that RD thereby becomes a Subsidiary of the
Company. |
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| 2. |
To the extent to which such
consent may be required, the Majority Lenders also approve the
arrangements under which (i) some or all of the proceeds of the Rights
Issue are paid to the Company's registrars and (ii) such proceeds
are applied in payment for the RD Shares. |
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| 3. |
In the event that RD and/or its Subsidiaries
are required to repay any of their facilities in consequence of RD
becoming a Subsidiary of the Company: |
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(a) |
the Lenders consent to
(i) the provision by the Company out of the Rights Issue proceeds of a
loan to RD sufficient to enable it to repay such facilities and (ii)
the making of the necessary repayment by RD to its existing lenders;
and |
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(b) |
the Company
shall procure that RD becomes an Additional Borrower in all respects in
accordance with the terms of the Facility Agreement within 30 days of
it becoming a Subsidiary of the Company. |
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| 4. |
The Lenders consent to the giving by the
Company of the guarantee contemplated by the Pension Plan Deed of
Amendment. |
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| 5. |
The consents given pursuant
to this paragraph (B) are given subject to the conditions that, at the
time of RD becoming a Subsidiary of the Company: |
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(a) |
the Company receives or
has received net proceeds of at least €98,000,000 in
respect of the Rights Issue before any payment is made in respect of
the RD Shares; |
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(b) |
the
Agent has received evidence that the maximum purchase price of the RD
Shares plus associated costs (excluding acquired indebtedness) will not
exceed €55,000,000; and |
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(c) |
the Agent has received
a copy of the Pension Plan Deed of Amendment, duly executed by the
parties thereto. |
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For the purposes of this
paragraph (B)5, the Company may allocate costs relating to the Rights
Issue to be associated costs of the acquisition of RD Shares and vice
versa. |
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| 6. |
On behalf of the Majority
Lenders, we confirm that we have received a satisfactory business plan
for the purposes of clause 4.3(b)(iv) of the Facility Agreement. |
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| (C) |
THE FACILITY
LIMIT |
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| 1. |
At present, the Senior Facility
Limit is €140,000,000. |
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| 2. |
Notwithstanding that the Senior Facility
Limit has not yet become subject to increase in accordance with the
terms of paragraph (D) of schedule 3 to the Facility Agreement, the
Lenders agree that the Senior Facility Limit is increased to
€155,000,000. The Senior Commitment of Burdale is likewise
increased to €155,000,000. |
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| 3. |
If the syndication process contemplated by
paragraph (D) of schedule 3 to the Facility Agreement results in the
Total Senior Commitments exceeding €155,000,000, the
Senior Commitment of Burdale shall be €40,000,000 in
accordance with the terms of paragraph (D) of that schedule. |
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| 4. |
For the purposes of this paragraph (C), the
Agent agrees that syndication will not close before 28 February
2005 unless either: |
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(a) |
the Company consents in
writing thereto; or |
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(b) |
the Total Senior
Commitments have reached €210,000,000. |
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| 5. |
The increase in the Senior Facility Limit
and in the Senior Commitment of Burdale pursuant to paragraph (C)2
above are subject to the conditions that the Agent shall have
received: |
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(a) |
confirmation
that the Cash Deposit has been placed with the Account
Bank; |
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(b) |
the Charge
over Deposit duly executed by the
Chargor; |
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(c) |
confirmation
from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, legal advisers to the Chargor, that they
have advised him on the contents and legal effect of the Charge over
Deposit; and |
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(d) |
an
appropriate board resolution or other evidence that the Company has
authorised the execution of this letter. |
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We confirm that we have received an opinion of
▇▇▇▇▇▇▇▇ Chance dated 9 December 2004 with respect to the borrowing
limits under the High Yield Bond Indenture and confirm that this is the
most recent legal opinion for the purposes of clause 6.4(j) of the
Facility Agreement. |
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| 6. |
The Company
undertakes to procure that: |
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(a) |
the Agent receives,
within seven days after RD has become a Subsidiary of the Company,
satisfactory evidence that, when RD becomes an Additional Borrower, the
Total Senior Facility Availability shall exceed the outstanding
Utilisations by at least €50,000,000 (taking into account
(i) any enhanced availability by reference to the stock and receivables
of RD (and for these purposes, the Agent will assess such availability
in good faith by reference to the information made available to it) and
(ii) the enhanced availability resulting from the increase in the
Facility Limit under paragraph (C)2 above); and |
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(b) |
the restructuring
charges associated with the RD Acquisition shall not exceed
€20,000,000 during the twelve month period following the
date on which RD becomes a Subsidiary of the Company. |
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| 7. |
The Chargor shall be released from his
Charge over Deposit and (subject to sub-paragraph (C)7(b)(ii) below)
the Cash Deposit shall be released to the Chargor in full if the
following conditions are satisfied: |
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(a) |
a corporate entity
established in Jersey or in some other jurisdiction acceptable to the
Agent executes a substitute charge over deposit in favour of the Agent,
in substantially the same form as the Charge over Deposit; |
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(b) |
either (i) such entity
places a deposit of €25,000,000 with the Account Bank to
form the subject matter of such charge over deposit or (ii) following
satisfaction of the conditions listed in paragraphs (a), (c), (d) and
(e) of this paragraph (C)7, the Chargor has requested the Agent to
transfer, to an account established by the corporate entity for the
purposes of its charge, the Cash Deposit and the Account Bank has
implemented such transfer; |
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(c) |
such
entity delivers to the Agent (i) a certified copy of its constitutional
documents, (ii) a list of its directors and shareholders, together with
specimen signatures, (iii) a certified copy of an appropriate board
resolution and (iv) either (x) a satisfactory report on its assets and
liabilities or (y) satisfactory evidence that the entity has not
traded; |
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(d) |
such entity
complies with all applicable 'know your customer'
requirements of the Account Bank and the
Agent; |
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(e) |
such entity
delivers to the Agent a legal opinion covering substantially the
matters covered in the form annexed to this letter and otherwise as the
Agent may approve acting reasonably (having regard to the nature and
purpose of the security), together with confirmation that the issuing
law firm holds professional indemnity cover of at least
€25,000,000. |
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| 8. |
The Agent
shall carry out any request made to it by the Chargor in accordance
with the terms of paragraph (C)7(b)(ii) above and instruct the Account
Bank accordingly. |
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| 9. |
If the conditions
listed in paragraph (C)7 above are satisfied
then: |
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(a) |
▇▇▇ ▇▇▇▇▇▇▇
▇'▇▇▇▇▇▇ shall cease to be a party to this letter as
Chargor; |
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(b) |
the entity
referred to in paragraph (C)7 above shall become the Chargor for the
purposes of this letter in place of ▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇;
and |
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(c) |
all parties
shall execute such documentation as Burdale may require to give effect
to the arrangements described in paragraph (C)7 above and in this
paragraph (C)9. |
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| (D) |
DRAWING, REDUCTION AND
RELEASE OF CASH DEPOSIT |
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| 1. |
In clause 1.1 of
the Facility
Agreement: |
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(a) |
the
following definition shall be inserted in its appropriate alphabetical
order: |
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""Cash
Deposit" has the meaning given to it in a letter from
the Agent to the Company dated 14 December
2004;"; |
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(b) |
the
definition of "Total Receivables
Availability" shall be deleted and the following shall be
substituted therefor: |
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""Total Receivables
Availability" means (i) the aggregate of the
Receivables Advance Amounts of all of the Eligible Receivables
PLUS (ii) the amount of the Cash Deposit;";
and |
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(c) |
the following
definition shall be inserted in its appropriate alphabetical order: |
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""Total Senior
Facility Availability" means, at any relevant time,
the aggregate of (i) the Total Availability and (ii) all amounts of
principal outstanding under the Equipment Loan Facility and the
Property Loan Facility. |
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| 2. |
If any Obligor
completes a disposal permitted pursuant to paragraph (G) below
then: |
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(a) |
the relevant
Obligor shall procure that the net proceeds of such disposal are
credited to a Blocked Account, |
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(b) |
30 per cent of such net
proceeds shall be applied in or towards prepayment of the principal
amounts then owing in respect of the Tranche B Loan in accordance with
the terms of the Facility Agreement but no prepayment or early
termination fee shall be payable in respect of any such prepayment to
the Tranche B Lender. The Agent is irrevocably authorised to make such
payment to the Tranche B Lender out of funds remitted to it from the
Blocked Account concerned. |
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| 3. |
If, on any
date following receipt of the net disposal proceeds into a Blocked
Account under paragraph (D)2 above: |
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(a) |
no Default is
subsisting on such date (and for these purposes, the effect of
paragraph (F)3 below shall be disregarded); |
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(b) |
the
aggregate amount of all outstanding Utilisations in respect of the
Senior Facilities during the 30 day period prior to such date has at no
time exceeded the Total Senior Facility Availability
LESS €60,000,000 and will not exceed that
amount immediately following the release contemplated by this paragraph
(D)3; and |
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(c) |
EBITDA in
respect of the Group's most recently completed financial year was
not less than €50,000,000 (as evidenced by the audited
consolidated financial statements for that financial year and (to the
extent such amounts cannot be extracted from the relevant financial
statements) opined on by the auditors to the Company), |
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then (i) at the option of the Company, the
Chargor or the Company shall be entitled to demand payment to the
Chargor out of the Cash Deposit of an amount equal to 70 per cent of
the relevant net disposal proceeds and (ii) the Agent shall give
instructions to the Account Bank to give effect to that demand. |
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| 4. |
On request by the Company or the Chargor,
the Agent will give notice to the Account Bank requiring it to release
to the Chargor from the Cash Deposit an amount ascertained pursuant to
paragraph (D)6 below if the performance criteria listed in paragraph
(D)5 below have been met. |
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| 5. |
For the
purposes of paragraph (D)4 above, the performance criteria are as
follows: |
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(a) |
no Default
is subsisting at the date of the request (and, for these purposes, the
effect of paragraph (F)3 below shall be
disregarded); |
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(b) |
the
aggregate amount of all outstanding Utilisations in respect of the
Senior Facilities during the 30 day period prior to such release has at
no time exceeded the Total Senior Facility Availability
LESS €60,000,000 and will not exceed that
amount immediately following the release contemplated by paragraph (D)4
above; and |
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(c) |
EBITDA in
respect of the Group's most recently completed financial year was
not less than €65,000,000 (as evidenced by the audited
consolidated financial statements for that financial year and (to the
extent such amounts cannot be extracted from the relevant financial
statements) opined on by the auditors to the Company). |
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| 6. |
The amount to be released to the Chargor
pursuant to paragraph (D)4 above shall be the amount by which EBITDA
under paragraph (D)5(c) above exceeds €65,000,000. |
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| 7. |
Interest accruing on the Cash Deposit shall
fall outside the scope of the security created by the Charge over
Deposit and shall be released to the Chargor on its due date. The
principal amount of the Cash Deposit shall only be released in
accordance with the other provisions of this letter or when all amounts
owing under the Finance Documents have been finally repaid in full. |
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| 8. |
The Lenders consent to the Obligors
executing a counter-indemnity or similar obligation with respect to the
Cash Deposit arrangements in favour of the Chargor, subject to
paragraph (D)12 below. |
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| 9. |
The Agent shall
only draw funds from the Cash Deposit if the Company has gone into
liquidation, administration, examination or equivalent insolvency
proceedings at least six months prior to the date of such drawing. The
amount so drawn may not exceed the aggregate of the amounts which
remain owing under the Finance Documents at the time of such
drawing. |
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| 10. |
Amounts drawn under paragraph
(D)9 above shall, without prejudice to the Chargor's rights of
subrogation, be immediately applied to reduce amounts in respect of
principal owing to the Senior Lenders under the Senior Facility and,
following repayment of the Senior Lenders in full, to reduce amounts in
respect of principal owing to the Senior Tranche B Lender under the
Senior Tranche B Facility. |
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| 11. |
The Company
and the Lenders acknowledge that the Chargor has executed this letter
and the Charge over Deposit at the request of the Company and that,
upon the Agent drawing funds from the Cash Deposit, the Chargor shall,
subject to paragraph (D)12 below, be subrogated to the rights of
the relevant Finance Parties to the extent of the amounts of the
Senior Facilities which have been repaid utilising such
funds. Whilst Burdale acknowledges the existence of such right of
subrogation, it gives no representation or warranty as to its validity,
enforceability or availability under any particular circumstances. |
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| 12. |
The Chargor
acknowledges that: |
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(a) |
he has received
adequate consideration for the execution of this letter and the Charge
over Deposit; |
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(b) |
the
Chargor undertakes (in favour of the Finance Parties) that he will not
seek to exercise against any Obligor any right of subrogation,
counter-indemnity or similar right with respect to any payment made to
any Finance Party out of the Cash Deposit unless and until all amounts
owing pursuant to the Finance Documents have been finally repaid in
full; and |
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(c) |
notwithstanding
paragraph (D)12(b) above, in the event of a liquidation of any Obligor,
the Chargor may prove in the liquidation for amounts owing to him by
that Obligor but, until all amounts owing pursuant to the Finance
Documents have been finally repaid in full he shall pay any amounts so
received to the Agent. The Agent shall hold such amounts (which shall
bear interest at the rate from time to time paid by the Account Bank)
on a suspense account until it is satisfied that no further recoveries
can be made from the Obligors. It shall then apply such moneys in or
towards payment of the amounts owing under the Finance Documents and
release any balance to the Chargor, in each case together with the
interest thereon. If the amounts owing to the Finance Parties are paid
in full at any time, then the Agent shall release the moneys in
suspense (including the interest earned thereon) to the Chargor and
this clause (D)12(c) shall cease to apply. |
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| (E) |
AVAILABILITY BLOCKS/SUBORDINATED DEBT |
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| 1. |
There subsist at present the following
Reserves (among others): |
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(a) |
a Reserve totalling
€40,000,000 in respect of the WW Subordinated Facility and
the ▇▇▇▇▇▇▇▇▇ Subordinated
Facility; |
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(b) |
a Reserve
of €5,000,000 in respect of the Ancillary Facilities;
and |
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(c) |
a permanent
Reserve of €20,000,000. |
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| 2. |
Notwithstanding any other provision of the
Finance Documents or this letter, Reserves equal to
€65,000,000 will remain effective (regardless of any
repayments or other matters affecting the WW Subordinated Facility, the
▇▇▇▇▇▇▇▇▇ Subordinated Facility or the Ancillary Facilities) until 31
December 2006. Thereafter, these Reserves may only be released or
reduced in accordance with the terms of paragraphs (E)3, 4 or 5
below. |
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| 3. |
The permanent Reserve of
€20,000,000 may only be released if the conditions set out
in the Facility Agreement for that purpose have been satisfied. |
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| 4. |
If: |
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(a) |
the Cash Deposit has
been released in full in accordance with the terms of this letter;
and |
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(b) |
the conditions
set out in paragraph D(5) above are met on any subsequent occasion, |
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then (save insofar as such excess EBITDA has
previously been used to secure a return of all or any part of the Cash
Deposit), the Reserve of €40,000,000 shall be reduced by
the amount by which EBITDA in respect of any completed financial year
exceeds €65,000,000. |
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| 5. |
The
first reduction of any Reserve pursuant to paragraph (E)3 or 4 above
may occur on or after 1 January 2007 with reference to audited
consolidated financial statements prepared with reference to the
financial year ending in 2005 or 2006, provided that the necessary
conditions are met. |
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| 6. |
The following
provision shall be inserted into clause 24.10 of the Facility Agreement
in substitution for the existing clause: |
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"The Company shall procure that
neither the WW Subordinated Facility nor the ▇▇▇▇▇▇▇▇▇ Subordinated
Facility is repaid or prepaid except: |
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(i) |
to the extent of any
corresponding reduction in the Reserves attributable to that debt in
accordance with the terms of the letter from the Agent to the Company
and others dated 14 December 2004 signed by the Agent and the Company
(the "Relevant Letter");
and/or |
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(ii) |
if
the Company elects by notice to the Agent to use 70% of
the net proceeds of any disposal permitted pursuant to
paragraph (G) of the Relevant Letter for this purpose and not for the
release of the Cash Deposit referred to in the Relevant Letter, in an
amount equal to 70% of such net proceeds provided that
immediately following such payment the amounts outstanding under
the Senior Facilities do not exceed the Total Senior Availability LESS
€60,000,000; and /or |
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(iii) |
with the consent of
the Required Lenders." |
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| 7. |
The
Lenders consent to any repayment or prepayment of the WW Subordinated
Facility or ▇▇▇▇▇▇▇▇▇ Subordinated Facility which is made in accordance
with clause 24.10 of the Facility Agreement as amended pursuant to
paragraph (E)6 above. |
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| 8. |
If any payment is
made in respect of the WW Subordinated Facility or the ▇▇▇▇▇▇▇▇▇
Subordinated Facility, the Company shall at the same time prepay the
Tranche B Loan in an amount equal to 30 per cent of such payment, in
accordance with the terms of the Facility Agreement. No prepayment or
early termination fee shall be payable in respect of any such
prepayment to the Tranche B Lender. |
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| (F) |
FINANCIAL COVENANTS |
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| 1. |
Paragraph (B) of schedule 3 to the Facility
Agreement sets out the Net Worth and Trading Cashflow covenants to be
achieved by the Company. |
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| 2. |
The tables set
out under paragraph 1(b) of paragraph (B) of schedule 3 to the Facility
Agreement shall be deleted and replaced by the terms set out in Annex 1
to this letter. |
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| 3. |
If, during the last 30
days of any Review Period, the aggregate amount of all outstanding
Utilisations in respect of the Senior Facilities has at no time
exceeded the Total Senior Facility Availability LESS the Stipulated
Headroom, then the Company shall not be obliged to comply with the
financial covenants in respect of that particular Review Period. For
these purposes, the "Stipulated Headroom"
means: |
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(a) |
in respect
of any Review Period ending on or before 31 December 2005,
€15,000,000; and |
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(b) |
in respect of any
subsequent Review Period, €25,000,000. |
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|
| 4. |
In calculating Net Worth for the purposes of
the financial covenants in relation to RD and its Subsidiaries, an
appropriate deduction shall be made to reflect any provision which
would be required pursuant to FRS17 (to the extent not already
reflected in the financial statements of RD and its
Subsidiaries). |
|
|
| 5. |
If RD does not become a
Subsidiary of the Company and the offer relating to the RD Acquisition
lapses, the financial covenants set out in paragraph (B) of Schedule 3
of the Facility Agreement shall be amended to reflect the receipt of
the Rights Issue proceeds and the Group's current trading. If the
Company and or its agent has received the net proceeds of the Rights
Issue at that time, then the Charge over Deposit shall be released and
the Cash Deposit shall be released to the Chargor in full. If the net
proceeds of the Rights Issue have not been so received, then the Cash
Deposit shall remain subject to the Charge over Deposit in accordance
with the terms of this letter. |
|
|
| 6. |
If the
Company fails to meet its 2004/2005 "6 plus
6" Group profits before tax forecast cumulatively at the
end of any month ending after the date of this letter, the Agent may
require the Company to instruct PWC or another adviser acceptable to
the Required Lenders to review such aspects of the Group's
business as the Agent may specify. |
|
|
| (G) |
PERMITTED DISPOSALS |
|
|
| 1. |
Subject to paragraph (G)2 below, the
following disposals are permitted for the purposes of clause 24.4 of
the Facility Agreement: |
|
|
|
|
(a) |
any disposal listed in
Schedule 8 of the Facility Agreement; |
|
|
|
|
(b) |
the disposal of the
Waterford Sports Ground following receipt of planning permission for
commercial use; |
7
|
|
|
|
(c) |
the
disposal of the assets or business of, or shares in, Spring Switzerland
GmbH; and |
|
|
|
|
(d) |
the
disposal of IT equipment, on terms approved by the Required
Lenders. |
|
|
| 2. |
The approvals given under
paragraph (G)1 above are subject to the following conditions: |
|
|
|
|
(a) |
any disposal is
effected on arms' length terms; and |
|
|
|
|
(b) |
the net proceeds of any
such disposal must be paid into a Blocked Account. |
|
|
| (H) |
FINANCIAL INDEBTEDNESS AND NEGATIVE
PLEDGE |
|
|
| 1. |
Subject to paragraph (H)2 below,
the raising of Financial Indebtedness by RD or any of its Subsidiaries
up to an amount equivalent to €12,000,000 and the creation
of a corresponding Security Interest over premises in Indonesia, are
approved for the purposes of clauses 24.3 and 24.8 of the Facility
Agreement. |
|
|
| 2. |
The approvals given under
paragraph (H)1 above are subject to the following
terms: |
|
|
|
|
(a) |
the net
proceeds of such secured financing transaction are credited to a
Blocked Account; |
|
|
|
|
(b) |
an
amount equal to 30 per cent of such net proceeds are applied in
prepayment of the principal amounts owing in respect of the Tranche B
Loan in accordance with the terms of the Facility Agreement but no
prepayment or early termination fee shall be payable in respect of any
such prepayment to the Tranche B Lender;
and |
|
|
|
|
(c) |
receipt by the
Agent of documentation affording to it acceptable access to the
premises concerned. |
|
|
| (I) |
FEES |
|
|
| 1. |
The
Company will pay a fee of an amount and at the time separately agreed
in a letter of even date herewith, for distribution among the Lenders
in such proportions as they may have agreed. |
|
|
| (J) |
MISCELLANEOUS |
|
|
| 1. |
This letter is a Finance Document. |
|
|
| 2. |
Save as amended by this letter, the Finance
Documents shall remain in full force and effect in accordance with
their terms. In the event of any inconsistency between this letter and
the Finance Documents, this letter shall prevail. |
|
|
| 3. |
This letter is governed by English law. |
Please confirm your agreement by counter-signing a copy of this
letter.
Yours faithfully
/s/ ▇▇▇▇▇ ▇▇▇▇
For and on
behalf of
Burdale Financial Limited
We
agree
/s/ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Waterford
Wedgwood plc
(on behalf of itself and the other Obligors)
I agree
/s/ ▇▇▇▇▇▇▇
▇'▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇
8
Attachments:
Annex 1
(Financial Covenants)
Annex 2 (Pension Plan Deed of
Amendment)
Annex 3 (Form of Charge over Deposit)
Annex 4
(Form of Legal Opinion)
ANNEX
1
|
|
|
|
|
|
|
|
|
|
|
(A)
REVIEW
PERIOD
(ending on or about) |
|
(B)
NET WORTH
(€ million) |
|
(C)
TRADING CASHFLOW
(€
million) |
| Fiscal
2005 |
|
|
|
|
|
|
|
|
| October
'04 |
|
|
119.0 |
|
|
|
(111.0 |
) |
| November
'04 |
|
|
119.0 |
|
|
|
(111.0 |
) |
| December
'04 |
|
|
119.0 |
|
|
|
(115.0 |
) |
| January
'05 |
|
|
119.0 |
|
|
|
(117.0 |
) |
| February
'05 |
|
|
100.0 |
|
|
|
(145.0 |
) |
| March
'05 |
|
|
80.0 |
|
|
|
(160.0 |
) |
| Fiscal
2006 |
|
|
|
|
|
|
|
|
| April
'05 |
|
|
70.0 |
|
|
|
(160.0 |
) |
| May
'05 |
|
|
70.0 |
|
|
|
(155.0 |
) |
| June
'05 |
|
|
70.0 |
|
|
|
(155.0 |
) |
| July
'05 |
|
|
60.0 |
|
|
|
(140.0 |
) |
| August
'05 |
|
|
60.0 |
|
|
|
(140.0 |
) |
| September
'05 |
|
|
60.0 |
|
|
|
(90.0 |
) |
| October
'05 |
|
|
65.0 |
|
|
|
(75.0 |
) |
| November
'05 |
|
|
70.0 |
|
|
|
(75.0 |
) |
| December
'05 |
|
|
75.0 |
|
|
|
(55.0 |
) |
| January
'06 |
|
|
70.0 |
|
|
|
(55.0 |
) |
| February
'06 |
|
|
65.0 |
|
|
|
(40.0 |
) |
| March
'06 |
|
|
65.0 |
|
|
|
(20.0 |
) |
| Fiscal
2007 |
|
|
|
|
|
|
|
|
| April
'06 |
|
|
60.0 |
|
|
|
(10.0 |
) |
| May
'06 |
|
|
60.0 |
|
|
|
0.0 |
|
| June
'06 |
|
|
60.0 |
|
|
|
0.0 |
|
| July
'06 |
|
|
60.0 |
|
|
|
0.0 |
|
| August
'06 |
|
|
60.0 |
|
|
|
5.0 |
|
| September
'06 |
|
|
60.0 |
|
|
|
5.0 |
|
| October
'06 |
|
|
70.0 |
|
|
|
10.0 |
|
| November
'06 |
|
|
70.0 |
|
|
|
10.0 |
|
| December
'06 |
|
|
70.0 |
|
|
|
15.0 |
|
| January
'07 |
|
|
75.0 |
|
|
|
15.0 |
|
| February
'07 |
|
|
75.0 |
|
|
|
15.0 |
|
| March
'07 |
|
|
75.0 |
|
|
|
20.0 |
|
|
9
