EXHIBIT 10(xvii)
BANK OF SCOTLAND
Simclar, Inc.
(formerly named Techdyne, Inc.)
Commission File No. 0-14659
0000 Xxxx 00xx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
10th November, 2003
Dear Sirs:
BANKING FACILITIES
We refer to the agreement between ourselves and Simclar, Inc. (formerly named
Techdyne, Inc.) as Borrower constituted by our offer of facilities dated 2
October 2001 and accepted by you on 9 October 2001 as amended by amendment
letter dated 25 July 2002 (the "Facility Letter") in terms of which we made
available to your working capital facilities (the "Facilities") subject to the
terms and conditions set out in the Facility Letter. We are writing to you to
set out the terms on which the Facility Letter is to be amended.
1. DEFINITIONS
Words and expressions used in this letter shall, except where the
context otherwise requires, bear the same meaning as in the Facility
Letter.
2. Facilities
The parties agree and acknowledge that on the date referred to above
the Facilities are a working capital facility with a limit of
$3,000,000.
3. AMENDMENTS
3.1 Subject to the terms of clause 4 below, Clause 2.3.1 of the Facility
Letter shall be amended by the deletion of the date "19 July 2003"
where it appears in that clause and by the substitution therefore of
the date "30 September 2004".
3.2 Except as herein expressly amended, the terms and conditions of the
Facility Letter are hereby confirmed and any reference in the Facility
Letter to "this letter" (or similar phrases) shall, unless the context
otherwise requires, be read and construed as a reference to the
Facility Letter as amended by this letter and all Security Documents
shall continue to secure all sums due to BOS by the Borrower under the
Facility Letter as hereby amended.
4. CONDITIONS PRECEDENT
4.1 Subject to Clause 4.2, Clause 3 shall not come into effect unless XXX
has confirmed to the Borrower that BOS is satisfied that no Event of
Default has occurred and is continuing unwaived.
4.2 If BOS does not confirm to the Borrower in terms of Clause 4.1 on or
prior to 28th November 2003 (or such other date as may be agreed in
writing bu BOS from time to time) then this letter will lapse and the
amendments to be made in terms hereof will be of no effect.
5. MISCELLANEOUS
5.1 No failure or delay by BOS in exercising any right or remedy under any
BOS Document shall operate as a waiver, and no single or partial
exercise shall prevent further exercise, of any right or remedy.
5.2 If at any time any provision of this letter is or becomes illegal,
invalid or unenforceable in any aspect under any law or any
jurisdiction, neither the legality, validity or enforceability of the
remaining provisions nor the legality, validity or enforceability or
such provision under the law of any other jurisdiction shall in any way
be affected or impaired.
5.3 This letter is a BOS Document.
6. COSTS AND EXPENSES
6.1 The Borrower shall pay or reimburse to BOS (on a full indemnity basis)
all reasonable legal, accountancy, valuation, due diligence and other
fees, costs and expenses or tax charged to or incurred by BOS in
connection with this letter (including the amendment, waiver,
enforcement or preservation of the BOS rights) on demand. The Borrower
authorizes BOS to debit any operating account it has with BOS with the
amount of any such fees, costs, expenses or tax which is payable from
time to time.
7. LAW
7.1 This letter will be governed by and construed according to Scots law
and the Borrower submits to the jurisdiction of the Scottish Courts.
Please indicate your acceptance of the terms of this letter by executing and
returning the enclosed copy.
Yours faithfully
FOR AND ON BEHALF OF
THE GOVERNOR AND COMPANY
OF THE BANK OF SCOTLAND
Xxxxxx and accepted for and on behalf of Simclar, Inc. by
/s/Xxxxxxx Xxxxxxxxxx Director
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/s/Xxxxxxx Xxxxxxxxxx Director
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Date: 12 November 2003
