BANK OF SCOTLAND
BUSINESS BANKING
Business Banking
00 Xxxx Xxxxxx - 0xx Xxxxx
Xxxxxxx
X0 0XX
lnvu Services Limited
(Company Number 3319922) Direct line: 0845 300 0268
The Beren Fax: 0000 000 0000
Blisworth Hill Farm
Stoke Xxxx
Xxxxxxxxx
Xxxxxxxxxxx
XX0 0XX
Our Ref: 0565/395178/23/AM/9642
02 April, 2003
TERM LOAN
We are pleased to offer you a term loan. The terms and conditions that apply to
it are set out below and in the accompanying "Standard Terms and Conditions".
In order to accept this offer please sign and return to this office the
duplicate copy of this letter within one month of the above date.
Please make sure that you complete, sign and return the attached secretary's
certificate when you accept this offer.
1. The Term Loan
1.1 Amount
(pound)600,000
1.2 Purpose
You may only use the terms loan for general corporate
purposes/consolidation of existing borrowing.
1.3 Drawdown
Provided that:-
(a) we hold, in a form and content satisfactory to us, all of the
items listed in clause 2; and
The Governor and
Company of the Bank of
Scotland constituted by
Act of Parliament 1695.
Head Office: The Mound,
Edinburgh EH1 IYZ
(b) none of the events listed in clause 3 of our Standard Terms
and Conditions has occurred or would result from drawdown:
then the term loan will be drawn down in one amount on the business day
you request in writing before 11 am on the proposed date of drawdown,
which may not be more than 90 days after the date of this letter.
1.4 Repayment
The term loan will be repaid by 4 equal monthly capital installments of
(pound)25,000 commencing one month from the date of this letter and
then monthly thereafter at the rate of capital installments of
(pound)50,000. Repayments will be taken from the current/servicing
account number 395178 sort code 120565.
1.5 Interest
You will pay interest on the term loan at the annual rate of 2.00% plus
Bank of Scotland base rate as that rate fluctuates. Interest will be
calculated on a day to day basis on the outstanding amount of the term
loan. Interest will be calculated on a day to day basis on the
outstanding amount of the term loan and will be debited to your
servicing account monthly from date of drawdown.
1.6 Early Repayment
You may repay all or part of the term loan early provided that:-
(a) you have given us at least 30 business days' notice;
(b) amounts repaid may not he redrawn;
(c) any amount repaid is applied first against the remaining
installments due in reverse order;
Where you repay all or part of the term loan early, we may require you
to pay an additional amount equal to 3 months interest on the amount
repaid early.
1.7 Fees and Expenses
1.7.1 An annual arrangement fee of 1% of the [illegible] balance of the term
loan be payable and debited to the current/servicing account on 30th
September 2003 and annually thereafter.
1.7.2 You will pay to us (on a full indemnity basis) all reasonable fees,
costs and expenses or tax incurred by us in connection with this letter
or any security for the term loan on demand.
1.8 Default Interest
The default rate of interest which will apply to the term loan is the
annual rate of 2.00% over the rate at which interest is paid on the
term loan under this letter.
2. Conditions of Drawdown
2.1 Security
A mortgage debenture from you and each other relevant group company
incorporating fixed charges over book debts (held).
A corporate cross guarantee by each group company as guarantor on
account of the obligations of each group company to us as principal
(held).
A corporate guarantee for (pound)800,000 from Vertical Investments Ltd.
guaranteeing all liabilities of Invu Services Ltd (held).
A guarantee by Xxxxx Xxxxxx for (pound)100,000 (to come).
A cross guarantee form Dutch Subsidiary -- Invu Netherlands BV (to
come).
2.2 Professional Reports
N/A
2.3 Administrative
(a) The secretary's certificate enclosed with this letter, signed
and completed in respect of each group company.
(b) An up to date account mandate and confirmation that an account
satisfactory to us is open and available to service the term
loan.
(c) Compliance with our anti-money laundering procedures.
2.4 Additional Conditions
(a) Any further deferment of loan repayments to trigger the
involvement of High Risk/ independent business review.
(b) Sight and satisfaction of 2002 Accounts for Vertical
Investments Ltd.
3. Financial Undertakings
N/A
Financial Information
You will provide us with the financial information set out in the
Standard Terms and Conditions accompanying this offer as those
requirements are supplemented or adjusted by us as follows, or from
time to time.
You will provide us with:-
o quarterly consolidated figures within 45 days of the period
end, including a full analysis and commentary on budget versus
actual trade performance.
o quarterly management accounts within 30 days of each quarter.
o annual Audited Accounts within four months of the end of your
financial year and to include annual consolidated accounts for
the group.
Governing Law
This letter and the Standard Terms and Conditions enclosed with it will be
governed by and construed according to English law unless your registered office
is situated in Scotland in which case they will be governed by Scottish law.
Data Protection Act Declaration
By accepting this offer you acknowledge your understanding and acceptance that
information you have given to us, and information about your account(s) with us,
may be disclosed to:-
o any Bank of Scotland group company, associated company or
insurer;
o the introducer of you to us (if any);
o Credit Reference Agencies (CRAs) for use by us or other
lenders in credit assessment.
And that:-
o we may tell you about other services and products unless you
tell us not to in writing to: Data Unit, Freepost NWW15306,
City House. City Road. Xxxxxxx CH88 3YZ.
o your details will be checked with Fraud Prevention Agencies
and recorded with them if we suspect fraud.
You confirm that you are entitled to disclose information about any
co-signatory, authorized signatory or guarantor. You authorize us to search and
record information at CRAs about each of you knowing that all 'association' will
be created at the CRAs that will link your financial records. We confirm that
any sensitive information will only be used to enable the making of this offer.
Further information about the uses to which information will he put are
available upon request.
IMPORTANT NOTICE: As with any legally binding agreement, we recommend that you
consult your solicitor or other independent legal adviser before accepting this
letter.
Agreed and accepted on behalf of INVU SERVICES LIMITED
By Director
--------------------------------- --------------------------------
for and on behalf of
before this witness:- THE GOVERNOR AND COMPANY
OF THE BANK OF SCOTLAND
(Signature)
------------------------------------
(Name)
------------------------------------
(Address)
------------------------------------
(Address)
------------------------------------
Date:
Standard Terms and Condition
1. General Undertakings
Unless we otherwise agree, you will (and will ensure that any other group
company will):
(a) not give or leave in place any guarantee or security in favor of any
third party;
(b) not sell, lease or dispose of any of your business or assets other
than in the ordinary course of business;
(c) comply with all laws (including those relating to the environment) and
will have and maintain all necessary licenses and authorizations:
(d) where any part of the facilities are used to fund the development of
property(ies), ensure that the development of the property(ies) is
carried out and completed in accordance with the financial appraisal
and development programs approved by us and you will not amend that
financial appraisal and development programs.
2. Financial Information You will supply to us:
(a) within 9 months after the end of each of your financial years, your
audited or final accounts which must be prepared on a consolidated
basis in the case of a group.
(b) within 30 days before the commencement of each of your financial years
your annual budget and cash flow forecast which must be prepared on a
consolidated basis in the case of a group;
(c) within 30 days after the end of each month in each of your financial
years, your management accounts which must be prepared on a
consolidated basis in the case of a group;
(d) where any part of the facilities issued to fund the development of
property(ies), monthly progress reports on the development of the
proper(ies) including revised projections and details of costs,
expenses and revenues to date and any problems or likely delays with
the development of the property(ies);
(e) details of any borrowings you have or any group company has with any
third party from time to time as soon as they are available;
(f) such further financial information as we may from time to time
reasonably require.
3. Default 3.1 Unless the facilities are repayable on
demand, each of the following events will be an event of default:
(a) you or any other group company fails to pay any sum due to us or any
other member of the Bank of Scotland group on its due date;
(b) any financial undertakings set out in the facility letter are
breached;
(c) you or any other group company fails to comply with any other
undertaking or obligation given or owed by it to us or any other
member of the Bank of Scotland group;
(d) any borrowing of you or any other group company is not paid when due
or within any original stated period of grace or any creditor becomes
entitled to declare that any borrowing is due and payable;
(e) you or any other group company ceases or threatens to cease to carry
on its business or a significant part of it or suspends or threatens
to suspend payment of its debts or is unable or is deemed to be unable
to pay its debts within the meaning of Section 123(1) of the
Insolvency Act 1986;
(f) a petition is made for an administration order in relation to you or
any other group company under the Insolvency Act 1986;
(g) any steps are taken to enter into a company voluntary arrangement in
relation to you or any other group company or to wind up or dissolve
you or any other group company or to appoint a liquidator, trustee,
receiver, administrative receiver or similar offer to you or any other
group company or any part of its business or assets;
(h) any legal process (not being reasonably considered by us to be
defensible or vexations, in good faith) is taken, enforced or sued
against you or any other group company or its assets or any person
validly takes possession of any of the property or assets of you or
any other group company or steps are taken by any person to enforce
any security against any of the property or assets of you or any other
group company;
(i) control of you or any other group company changes;
(j) in our reasonable opinion, there is a risk of material liability to us
under environmental law because we have entered into this letter or
taken security for the facilities;
(k) any part of these Standard Terms and Conditions, the facility letter
or any security for the facilities ceases to be legal or effective or
any security or guarantee for the facilities is withdrawn or
discontinued;
(l) any other circumstance or event occurs which in our reasonable opinion
will have a material adverse effect on any group company's ability to
comply with its obligations under these Standard Terms and Conditions,
the facility letter or any security for the facilities or the
business, assets or financial condition of you or any other group
company;
(m) any of the events in paragraphs (d) to (h) occurs in relation to any
guarantor of you;
(n) where any part of the facilities are used to fund the development of
property(ies) and any license, authority, permit, consent, agreement
or contract which is material to the construction and completion of
the development to the property(ies) is terminated withheld or changed
without our consent;
(o) any Businesscare insurance policy taken out in respect of the
facilities is revoked or ceases to be valid in any way.
3.2 If any of the events listed above occurs we may at any time:-
(a) cancel any undrawn part of the facilities; and/or
(b) require immediate repayment of the facilities and all other sums due
under the facility letter, and/or
(c) require that the rate of interest payable on the facilities is
increased to the default rate; and/or
(d) charge an administration fee to compensate us for the additional time
spent in administering the facilities.
4. Taxes
All payments by you will be without deduction of tax unless you are
required by law to make a payment subject to deduction or withholding of
tax, in which case the amount payable by you will be sufficiently increased
to ensure that we receive and retain a net sum equal to that which we would
have received and retained were no deduction or withholding made.
5. Set Off
We may set-off any balance on any of your accounts with us against any sum
now or from time to time due, owing or incurred by your to us whether
presently payable or not, whether actually or contingently, whether solely
or jointly with any other person and whether as principal or guarantor. We
may make any currency exchanges necessary for this right of set-off and
Bank of Scotland's usual charges and all taxes in relation to any currency
exchange will be paid by you.
6. EMU Compliance
If the introduction of, changeover to or operation of a single or unified
European currency results in the currency in which the facilities are
provided changing or being replaced or us (in our reasonable opinion)
requiring to amend either these Standard Terms and Conditions, the facility
letter or any security in our favor due to changes in prices sources for
any European Union member state national currency or the Euro or market
conventions relating to the calculation of interest then you agree that you
permit these Standard Terms and Conditions and/or the facility letter
and/or any security in our favor to be amended to the extent necessary (in
our reasonable opinion) to reflect those changed circumstances.
7. Indemnity
You will indemnify us and any other member of the Bank of Scotland group
against any loss, liability or cost incurred as a result of all or any of
the following:
(a) any of the events set out in clause 3.1 above occurring or the
operation of clause 3.2 above or any breach of these Standard Terms
and Conditions or the facility letter or any security document
relating to them:
(b) you repaying all or any part of the facilities other than on the due
date including loss of interest rate margin or other loss on account
of funds borrowed or contracted for by us to fund any amount payable
by us under the facility letter or as a result of us or any other
member of the Bank of Scotland group agreeing to fix or cap the
interest rate which applies to the facilities;
(c) us acting on telephone or electronic instructions given or purported
to be given on behalf of any group company;
(d) any actual or threatened breach of environmental law, any actual or
threatened release of any substance capable of causing harm to any
living organism or damaging the environment on, at or from the
premises or operations of any group company or any actual or
threatened claim against you or any other group company in respect of
an alleged breach of environmental law or remedial obligation under
such law;
(e) any group company making any payment or repayment other than in the
currency in which the facilities are drawn;
(f) after the date of the facility letter, any change to or any
introduction of any law or regulation in relation t, or any compliance
by us with, any form of banking or monetary control or the
introduction, changeover to or operation of as single or unified
European currency;
(g) where the facilities include a multi option facility or other
contingent obligations on the part of the Bank of Scotland group, all
actions, suits, proceeds, claims, demands, liabilities, costs,
expenses, losses, damages and charges whatsoever (except those arising
as a result of our gross negligence or willful misconduct) which may
occur in relation to or arising out of any utilization of that multi
option facility;
We will use all reasonable endeavors to mitigate any loss suffered by us in
relation to any of the above.
8. Notices
8.1 All notices or other communications by us to you will be in writing and
will be effectively given if (1) sent by first class post to your
registered office or the address last known to us (2) sent by fax
transmission to your fax number last known to us or (3) sent by e-mail to
your e-mail address last know to us and will be deemed to have been given
and received 48 hours after being sent by first class post, and if by fax
or e-mail, when sent (provided a transmission report or turn receipt is
received).
8.2 We may rely upon any communication by telephone, fax or e-mail or
purporting to be on your behalf by anyone notified to us as being
authorized without Enquirer by us as to authority or identity.
9. Assignment/Assignation
9.1 We may at any time after prior notice to you assign all or any of our
rights and benefits under these Standard Terms and Conditions and the
facility letter or transfer or otherwise dispose of all or any of our
rights, benefits and obligations under these Standard Terms and Conditions
and the facility letter as we see fit.
9.2 Neither you nor any other group company may assign or transfer all or any
of its rights, obligations or benefits under these Standard Terms and
Conditions or the facility letter.
10. General
10.1 If we fail or delay in exercising any right or remedy under these Standard
Terms and Conditions or the facility letter this does not mean that we have
we waived that right or remedy and we may exercise any right or remedy on
more than one occasion.
10.2 If any part of these Standard Terms and Conditions or the facility letter
is not valid or enforceable then that will not affect any other part.
10.3 Unless arithmetically or factually incorrect, any determination by us of a
rate, an amount or a due date under these Standard Terms and Conditions or
the facility letter will be binding on you.
10.4 These Standard Terms and Conditions will be governed by and construed
according to the law which applies to the facility letter and you submit to
the jurisdiction of the relevant Courts.
11. Interpretation
11.1 Any reference in these Standard Terms and Conditions or the facility letter
to:
(a) you is to the borrower(s) under any facility letter and where there is
more than one borrower the obligations of each borrower in respect of
the facility letter and these Standard Terms and Conditions shall be
joint and several;
(b) we and us is to the The Governor and Company of the Bank of Scotland;
(c) facility letter is to any facility letter issued by us which refers to
these Standard Terms and Conditions;
(d) facilities is any facilities made available by us to you under any
facility letter;
(e) statutes, statutory provisions and other legislation will include all
amendments, substitutions and re-enactments for the time being in
force;
(f) control of any company will be interpreted in accordance with Section
840 of the Income and Corporation Taxes Act 1988;
(g) business day is a day other than a Saturday or Sunday or a bank
holiday on which the business centre or branch of Bank of Scotland
detailed on the first page of the facility letter is open for
business;
(h) group is you, any holding company of you and each of your subsidiaries
which is not dormant and or the subsidiaries of any holding company of
you all as defined in the Companies Act 1985 and group company will be
construed accordingly;
(i) Bank of Scotland group is The Governor and Company of the Bank of
Scotland, any holding company of The Governor and Company of the Bank
of Scotland and any subsidiary of either The Governor and Company of
the Bank of Scotland or any holding company of The Governor and Company
of the Bank of Scotland as defined in the Companies Act 1985;
(j) default rate is the default rate of interest specified as such in the
facility letter;
11.2 In these Standard Terms and Conditions and the facility letter, words
importing the singular will include the plural and vice versa.
11.3 Any reference to these Standard Terms and Conditions, the facility letter
or any other document referred to in them will be construed as references
to those documents in force for the time being and as amended,
supplemented, restated, substituted or novated from time to time.
Secretary's Certificate
To: Bank of Scotland
Re: Invu Services Limited (the Company)
Registered Office: The Beren, Blisworth Hill Farm, Stoke Road,
Blisworth, Northampton, NN7 3DB
Company Number: 3319922
Term Loan Facility of (pound)600,000
I, Xxxx Xxxxxxxx, the Company Secretary certify that:-
1. the Company has the necessary power to borrow and to incur the
liabilities specified in the [annexed] facility letter from you dated
__________ offering the term loan and to draw down the term loan;
2. no borrowing limit of the Company will be exceeded by any borrowing
under the facility letter;
3. the Company has no other existing borrowings and no other security
exists in respect of the Company other than those granted in favor of
you or as acknowledged and accepted by you in writing;
4. the board of directors of the Company has duly authorized
______________ to accept the facility letter, to draw down the term
loan and to execute all documentation necessary to complete any
security specified in the facility letter;
5. the individual specified in 4 above was at the time of execution of the
documentation referred to above and remains a duly appointed director
of the Company;
6. where relevant, the board of directors have resolved that the granting
of the security is for the commercial benefit of the Company;
7. the resolutions giving the authorizations referred to above were
validly passed at a properly convened meeting of the board of directors
of the Company and, as the case may be, at a properly convened meeting
of the shareholders of the Company and are in full force and effect;
8. each director voting at the board meeting referred to above has
declared any interests in the arrangements proposed at the board
meeting and was entitled to vote on those proposals;
I confirm that the Company has previously delivered to the Bank (1) a list of
all the directors of the Company and confirm that those persons listed are all
the directors of the Company as at the date of this letter and (2) a copy of the
certificate of incorporation and any certificate(s) of incorporation on change
of name of the Company and confirm that each copy is true, complete and up to
date.
This certificate is authorized by the board of directors of the Company.
----------------------------------
Secretary Date:
-----------------------------
Uses of Data
A Service of Quality
We place paramount importance on customer service and aim to meet your
expectations on every occasion. To achieve this aim we need accurate personal
information about you. Please help us take prompt and efficient action by
informing us of any changes to your personal circumstances by writing to us. We
have a legal obligation under the Data Protection Act to ensure that all
information held and processed about you complies with the principles of the
Act. The Act requires all personal information to be treated in the strictest
confidence and to be sued only for purposes of which you are aware.
Confidentiality
We will treat all your personal information as private and confidential (even
when you are no longer a customer). Nothing about your accounts(s) nor your name
and address will be disclosed to anyone, other than in exceptional cases
permitted by law as follows:
* where we are legally compelled to do so;
* where there is a duty to the public to disclose;
* where disclosure is required to protect our interest; (This will not be used
as a reason for disclosing information about you or your account(s), including
your name and address, to anyone else for marketing purposes.)
* where disclosure is made at your request or with your consent
* (This can be either as a result of an application for a product or service or
by signing an explicit declaration as part of the application. Consent does not
need to be in writing if the service is provided over the telephone.)
* where audit is required by appropriate regulatory and code of practice
organisations.
From time to time we will employ agents and sub-contractors to process your
information on our behalf. The same duty of confidentiality and security will
apply to our agents and sub-contractors and all processing will only be carried
out under our instruction and will be supported by written contract.
Using Your Personal Information
Providing the service for which you have applied
Your details will be used in providing the service you applied for and for the
ongoing administration of the service. If you are taking out insurance, your
details will be passed to the insurers for this purpose. If you make a claim,
any information you provide to the insurers may be put onto a register of claims
through which insurers share such information to prevent fraudulent claims. A
list of the participants and the address of the operator are available from the
insurers.
Keeping You Informed
There may be times when we feel that a service or product offered by us or a
selected third party may benefit you. We may use information we obtain from your
account transactions in this decision-making process. To make you aware of the
service or product we may contact you by mail, telephone, fax, e-mail or other
reasonable method to give you further details so that you can make an informed
choice.
You are, of course, under no obligation to apply for any of the services or
products offered. If you prefer not to receive any of this information, please
write to us at Data Unit, Freepost NWW15306, City House, City Road, Chester
(C1188 3YZ. We will only contact you by fax where you have given us your
explicit consent.
Research & Statistical Analysis
We will use your details to assist us in understanding individual needs and
business trends in order to improve the products and services we offer.
Protecting Our Customers
We always try to protect you from entering into any agreement that may not be in
your best interest. When you apply for credit we may use a process known as
Credit Scoring. This will help us to assess your application to ensure that you
are able to re-pay the borrowing comfortably and fulfil our duty to you as a
responsible lender.
Declined applications based on this automated technique can be reviewed manually
on request.
In considering an application we will search your record at Credit Reference
Agencies. They will add to your credit file details of our search and your
application and this will be seen by other organisations that make searches. We
will also add to your record with the Credit Reference Agencies details of your
agreement with us, the payments you make under it, any default or failure to
keep to its terms and any change of address you fail to tell us about where a
payment if overdue. It is important that you give us accurate information. We
will check your details with Fraud Prevention Agencies and if you give us false
or inaccurate information and we suspect fraud, we will record this.
We and other organisations may use and search these records to:
* help make decisions about credit and credit related services for you and
members of your household.
* help make decisions on motor, household, credit, life and other insurance
proposals and insurance claims, for you and members of your household;
* trace debtors, recover debt, prevent fraud, and to manage your account(s) or
insurance policies;
* check your identity to prevent money laundering, unless you furnish us with
other satisfactory proof of identity.
For these purposes we or they make further searches. The Credit Reference
Agencies and Fraud Prevention Agencies will also use the records for statistical
analysis about credit and about insurance and fraud.
If you have experienced problems obtaining credit we recommend you request a
copy of your credit file from the Credit Reference Agencies. They will charge
for this service. Their addresses are shown below.
Introducers
Where your business has been introduced to us from a third party, we will pass
back information about you and your agreement that may be necessary for the
purpose of administration, payment or settlement. The person who introduces you
to us may use this information for marketing purposes, but only with your
consent.
Sensitive Data
Certain information collected may be classified as sensitive and we can only use
such data where we have your explicit consent. This data relates to racial or
ethnic origin, political opinions, religious beliefs, trade union membership,
physical or mental health, sexual life, criminal proceedings and offences and
will only be processed in order to provide the service requested.
The Details We Hold
These uses of your personal information are covered by our notification under
the Data Protection Act. Under the terms of the Act, you have the right to
obtain a copy of the information we hold about you, upon payment of the
appropriate fee. We hope that you have found this information of interest.
Please be assured that we will actively review your personal information on a
regular basis to ensure it is accurate. If you have any questions or concerns on
the use of your personal information, please do not hesitate to contact us at
any time.
Credit Reference Agencies' Addresses
If you would like a copy of your credit file, please write to the following,
enclosing a cheque or postal order for (pound)2. You will need to tell them your
full name and address(es) for the last six years. Experian Limited, Consumer
Help Service, PO Box 8000, Nottingham GH1 5GX Callcredit plc, Xxx Xxxx Xxxx,
Xxxxx XX0 0XX Equifax Europe (UK) Limited, Credit File Advice Center, PO Box
3001, Glasgow G81 2DT
Fraud Prevention Agencies' Addresses
CIFAS, 4th Floor, Tennyson House, 000-000 Xxxxx Xxxxxxxx Xx, Xxxxxx X0X 0XX
National Hunter Limited, c/o MCL Software, Hesketh Mount, Lord Street, Southport
PR8 1JR
For Our Business Customer
The Data Protection Act does not apply to companies in themselves but it does
extend to sole traders and partnerships. When an application is received from a
business, in addition to the above information, information may be sought from
Credit Reference Agencies on the company directors and/or partners as
individuals.
You can obtain a list of all of the companies in the Group by writing to us.
Telephone calls may be recorded for security purposes and monitored under our
quality control procedures.
Our complaint handling procedures meet the standards required by the Financial
Services Authority or Finance and Leasing Association (as applicable). A copy of
these procedures is available on request.
Information is available in large print, audio and Braille on request; please
call for details.
You may contact us using Type Talk.
