Agreement Date 199
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Sales Ledger Financing Agreement
Between
Barclays Commercial Services Limited
And
Elements (UK) Ltd
Commencement Date
199
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SALES LEDGER FINANCING AGREEMENT
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A. PARTIES AND DATE
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This Agreement is made between:
(1) WE/US: BARCLAYS COMMERCIAL SERVICES LIMITED
AND
(2) YOU: THE CLIENT NAMED IN THE CLIENT PARTICULARS BELOW
on the day that the last of either you or us signs it.
B. INTRODUCTION
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B.1 The purpose of this Agreement is to set out the terms upon which we will
purchase the Debts due to you from your Debtors.
B.2 References to lettered Clauses are to those in this document. References to
the Schedule are to the Schedule appearing at section I of this document.
References to numbered Conditions are to those in the separate document
provided by us entitled "Terms and Conditions of Business". Words with
special meanings are explained in Condition 24.1.
B.3 The Debts to which this Agreement applies are shown in the Schedule,
together with such other Debts as we may subsequently agree with you in
writing. We agree to purchase from you and you agree to sell to us all
Debts to which this Agreement applies:
(i) which are in existence on the Commencement Date shown in the Schedule;
and
(ii) all such Debts created in future.
B.4 The facilities which we will provide to you are stated in the Schedule.
B.5 The whole agreement between you and us shall be comprised only by:
(i) this document;
(ii) our document entitled "Terms and Conditions of Business";
(iii) our Letter of Offer (if any) whose date appears in the Schedule;
(iv) our Computer User Guide (if we are to provide you with our
computerised facilities);
all of which have been supplied or are available to you upon your request.
References to "the Agreement" shall include all or any of the above
together with any variation, amendment or extension of it. The terms of
this document and the Conditions shall prevail over any inconsistency shown
in any other document. All earlier agreements between you and us and all
discussions, quotations, warranties and representations by us however made
shall be of no effect, except the Letter of Offer (if any).
C. START AND LENGTH OF OUR RELATIONSHIP
------------------------------------
The contractual relationship between you and us set out in this Agreement
shall begin on the Commencement Date and then continue for the Minimum
Period, both of which are set out in the Schedule. It will then continue
until ended by either you or us giving to the other not less than the
Minimum Period of Notice specified in the Schedule which must expire at the
end of a calendar month. Such notice may be given at any time, even during
the Minimum Period. We shall also have the right immediately to terminate
this Agreement by written notice to you at any time following a Termination
Event. During any period of notice, you will continue to deliver
Notification Schedules.
D. OWNERSHIP OF DEBTS
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The ownership of each Outstanding Debt and its Related Rights shall vest in
us on the Commencement Date, where the Debt exists at that date, or at the
moment the Debt is created, if that is after the Commencement Date.
E. POWER TO ACT IN YOUR NAME
-------------------------
E.1 By way of security for the performance of your obligations to us and for
all sums which shall become due to us, you irrevocably appoint us and our
directors, company secretary and other officers, at any time, jointly and
each of them severally, as your true and lawful attorneys to act as we or
they consider necessary or appropriate in order to:
(a) obtain payment of and give valid discharges for any Debt (including
re-assigned Debts); or
(b) deal with any Debt; or
(c) perfect our title to any Debt; or
(d) secure performance of any of your obligations to us or to any
Customer.
For these purposes your attorneys may do any of the following:
(i) execute all necessary deeds, agreements and documents;
(ii) complete, negotiate or endorse all necessary instruments;
(iii) conduct or defend any proceedings;
(iv) settle any indebtedness;
(v) take all other steps they consider requisite.
E.2 This appointment shall continue both during and after the ending of this
Agreement, until all sums due to us have been paid.
E.3 You also irrevocably appoint any assignee of ours as your attorney to
perform any of the acts set out above.
E.4 We may appoint and remove a substitute attorney for any of the above
matters. You will ratify and confirm whatever shall be done under these
powers.
F. GOVERNING LAW AND JURISDICTION
------------------------------
Our relationship with you is to be governed and interpreted by English law.
You will submit to the jurisdiction of the English courts. However we may,
in our discretion, use the courts of any other jurisdiction.
G 01 CONDITIONS PRIOR TO COMMENCEMENT
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G 09 We receive written acknowledgement from your bankers that copy statements
for all accounts held by you will be sent, when produced, directly to us.
The draft wording for this acknowledgement is enclosed.
G 10 We receive written confirmation from your bankers of your revised banking
facilities including whether your bankers will be registering any charge or
debenture over the assets of the company. In such a case, it may be
necessary to obtain a waiver in respect of the book debts.
G 11 We receive an unaddressed General Notice of Assignment letter (draft format
enclosed).
G 21 We receive a Full Guarantee and Indemnity from Regent Communications (UK)
Limited, Libra City Corporate Printing Limited, Unidigital Inc and
Unidigital (UK) Ltd in the format provided.
G 28 We receive a copy of your latest management accounts.
G 29 We receive a master debtor name and address listing, marked with
anticipated funding line requirements for each debtor.
G 37 Your sales ledger is fully reconciled, clearly identifying all outstanding
invoices and credit notes in an open item format with all cash and other
credit terms allocated to the appropriate invoices.
G 38 We receive an all asset debenture to be registered in our favour.
G 52 1. Barclays Bank plc to be appointed as principle bankers to Unidigital
(UK) Ltd group.
2. Unidigital Inc. confirms to us that we will be informed in advance of
the level of loan and loan repayment rate in respect of the loan from
Unidigital Inc. to Unidigital (UK) Ltd group. In addition Unidigital Inc.
confirms to us that this loan will not be repaid such that repayment will
cause cashflow problems to Unidigital (UK) Ltd group.
3 Unidigital Inc. provide us with a guarantee and indemnity limited to
(pound)500K in respect of this facility.
4.The Unidigital (UK) Ltd group retains a minimum Net Worth of (pound)500k
( calculated by the sum of paid up share capital plus retained profits and
parental loan).
5. You understand that the figures shown in clauses I 08 and I 23 of this
agreement are the total amounts to be apportioned across our agreements
with Elements UK Ltd, Regent Communications (UK) Ltd and Libra City
Corporate Printing Ltd.
G 53 You accept that if this document is signed and returned to us after the 18
December 1997 we can advise you before the first pre-payment is made, that
this agreement shall be of no effect.
NB Please note that any information requested must prove satisfactory to
ourselves.
H 01 CONDITIONS APPLYING AT ALL TIMES
H 06 Debts assigned are to be evidenced by copy invoices and credit notes, or
suitable sales daybook listings, being supplied to ourselves along with the
appropriate schedule of debts. We should be supplied with copies of any
credit notes that are raised on any debtor where there are debts
outstanding that have been assigned to us.
H 07 We will require to visit you from time to time in order to confirm that the
ledger is being operated in accordance with the agreement and to fulfil our
audit requirements.
H 08 You will provide by the 10th of each month, a sales ledger reconciliation
as at the last working day of each month previous, such reconciliation to
include:-
1. fully posted aged debtor analysis
2. copy open item statements for each debtor, on a monthly basis, showing
details of the outstanding debts assigned to us
3. fully posted aged creditors analysis
4. month end reconciliation form duly signed and authorised by an official
signatory of the company.
H 09 Your invoice stationery is printed with the full and correct company style,
terms of trade and VAT number.
H 10 You, as agent for ourselves, continue to collect monies from debtors in
respect of assigned debts. Monies from such debtors should then be
deposited by you for the credit of an account specified by us, with copies
of the debtors' remittance advices (or full details of items paid)
forwarded to us with the counterfoil paying in slip.
The Banking of debtor cheques, or other forms of payment, into any bank
account other than the Trust Account is strictly prohibited.
All company bank statements, relating to all accounts, must be made
available on request.
H 11 Debt verification will be undertaken on your sales ledger. This procedure
may be undertaken at your premises with the assistance of your personnel
or, alternatively, through a third party acting on our behalf.
H 14 An essential feature of the confidential facility is that although invoices
will be assigned to us, the sales ledger will be maintained by you for and
on behalf of us, the ledger items should therefore be clearly marked to
identify the debts that have been assigned to ourselves.
H 20 No deposits are taken from debtors. Should any debtor choose to pay a
deposit then we should be notified immediately. We may consider the need to
hold a reserve against availability in respect of the deposit to protect
ourselves against any possible offset claim by the debtor.
H 35 We are provided with management accounts on a monthly basis in order that
we can monitor your progress.
H 42 Copies of debtors' signed delivery notes and /or carriers' receipt notes
are held to our order.
H 78 That no:
1) debtors are to be handled on both cash and credit basis
2) invoices are to be raised on sale or return trading terms
3) goods are to be provided on an evaluation or trial basis.
H 79 The maximum terms of trade should not exceed Net 60 days as terms in excess
of these may result in the debtor concerned being handled on an unapproved
basis only.
H103 You maintain written records detailing all written and verbal communication
with debtors in relation to the collection of domestic debts. These records
must be kept separately for each debtor and must be held to our order.
H104 a We shall carry out monthly audits of the business until the Proof of debt
system is satisfactory for our purposes
b We receive quarterly accounts of Unidigital Inc
THE SCHEDULE
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I 01 FACILITIES SELECTED
(Conditions 1.2 and 1.3)
Early Payment Facility You will have the benefit of an Early
Payment from us, towards the Purchase
Price of Approved Debts, at the
percentage set out in clause I 07
Recourse Facility At the expiry of the Recourse Period
Early Payment in respect an Outstanding
Debt to has be returned to us.
Computerised Facilities From the installation you will have the
benefit of our computerised facilities
described in our Computer User Guide.
I 02 Commencement Date 199
(Clauses C and D) ------------- ---
I 03 Minimum Period of this Agreement 6 months.
(Clause C)
I 04 Minimum Notice Period to 3 months.
Terminate this Agreement
(Clause C)
I 05 Date of Letter of Offer: Inapplicable.
(Clause B.5(iii))
I 06 Payment Account Credit Date: (a) For all Debts - the date of receipt
(Condition 5.2) by us of payment for value from the
Debtor.
I 07 Early Payment Percentage 75 % of Approved and Covered Debts
(Condition 5.7(ii)) within the BCSL Credit Line.
I 08 Early Payment Ceiling (pound) 1,400,000
(Condition 5.7(i))
I 10 Discount - 2 % above Base Rate.
(Condition 6.1)
I 11 Notice of Assignment Provisions No notice of assignment will be given,
(Condition 7.1) unless your Agency to collect Debts
shall be withdrawn.
I 12 Your Business (Condition 13.2(g)) The supply of pre press services.
I 13 Your Payment Terms (Condition 30 days from end of month in which
13.2(l)) invoice is generated.
I 14 Permitted Currencies in addition None.
to Sterling (Condition 13.2(m))
I 15.01 Non-Notifiable Debts We do not require to be notified of
(Condition 14.1(e)(iii)) sales to the following debtors:
We shall supply you with these names
from time to time.
Please note that:
I 15.02 We do not require to be notified of
sales to associated companies.
I 15.03 We do not require to be notified of cash
sales.
I 15.18 We do not require to be notified of
sales to private individuals.
I 15.19 We do not require to be notified of
proforma sales.
TERMS APPLICABLE ONLY TO
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U.K. DEBTS
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I 16 U.K. Debts to which this All U.K. Debts.
Agreement applies:
(Clause B.3)
I 18 Recourse Period for each 90 days from the last day of the month
U.K. Recourse Debt. of issue of the relative invoice.
(Conditions 5.3 and 5.4(iv))
I 20 Service Charge for each 0.20 % of the Notified Value of each
Notified U.K. Debt Debt.
(Condition 6.2 and 6.3)
I 21 Minimum Level of Service (pound)10,000 in each period of 12
Charges for U.K. Debts months.
(Conditions 6.3 and 6.4)
J. CLIENT PARTICULARS
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Company Name Elements (UK) Ltd
Company registration number 2888039
Principal place of business 00 Xxxxxxxx Xxxxxx, Xxxxxx, X0X 0XX
Business or trading style (if any) -
TO CONFIRM the respective consent of each party to this Agreement
(including the Terms and Conditions of Business and all other documents
referred to in Clause B5 above) AND TO ACKNOWLEDGE the opportunity to take
independent legal advice as to all its terms both parties have executed
this document as indicated below.
SIGNED as a Deed on the
1st day of December 199 7 on behalf of
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BARCLAYS COMMERCIAL SERVICES
LIMITED
acting by
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Xxxxx Xxxx Xxxxx /s/ Xxxxx Xxxx Xxxxx
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Signature of Attorney
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and
Xxxxxx XxxXxxxxxx /s/ Xxxxxx XxxXxxxxxx
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Signature of Attorney
its duly appointed attornies in the presence of :
Witness' Signature /s/ Xxxxxxx Tribe
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Witness' Name Xxxxxxx Tribe
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Aquila House, Breeds Place
Witness' Address Hastings, East Sussex
TN34 3DG
Occupation Sales Support Team
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CORPORATE CLIENT
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SIGNED and DELIVERED as a Deed on the
26th day of November 199 7 by you
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Elements (UK) Ltd
acting by
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*
Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
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(a Director) Signature of Director
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and *
Colan Parl Xxxxxx /s/ X. Xxxxxx
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(a **Director) Signature of **Director
Key: * Please print names.
--- **Delete as applicable.
BARCLAYS COMMERCIAL SERVICES LIMITED
Xxxxxxxxx Xxxxx, 00 Xxxx Xxxxxx, Xxxxxxx, Xxxxxx XX0 0XX
Telephone: (01737) 755600
Xx Xxxx Xxxxxx, Group Managing Director
Regent Group Limited
00 Xxxxxxxx Xxxxxx
Xxxxxx X0X 0XX
Date: 13 May 1998
Dear Xxxx,
I write following receipt of your request for an increase in the payment ceiling
on the Invoice Discounting facility held with Barclays Commercial Services. I am
pleased to confirm that I have gained sanction to increase the current group
limit of (pound)1,400,000.
Your cash flows indicate the combined cash requirement for The Regent Group Ltd
and Elements (UK) Ltd to be in the region of (pound)2,200,000 accordingly a new
group ceiling of (pound)2,300,000 will be marked.
There are a number of conditions of sanction which should be met by the
following deadlines;
-- Full cash flows detailing requirements for the next twelve months are
provided by the 30/6/98.
-- An update of the loan repayments to Unidigital Inc. is provided by the
30/6/98.
-- A new (original) General Notice of Assignment is provided for Elements (UK)
Ltd, faxed copy attached.
In addition to the above BCS will continue to xxxx xxxxxxx monthly audit visits
in order that the development and performance of the group can be monitored.
I trust that the above is self explanatory however if you have any queries
please do not hesitate contact me at Reigate.
In order that the amendment can be actioned could I ask that the indemnifiers to
the facility sign the attached copy of this letter and return it completed for
my attention.
Yours sincerely,
/s/ Xxxx Xxxx
Xxxx Xxxx
Relationship Manager
