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EXHIBIT 10.24
DATED 27 FEBRUARY 1997
CONTINUUS SOFTWARE LIMITED
- and -
ROYAL BANK OF CANADA EUROPE LIMITED
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MASTER PURCHASE TERMS AND CONDITIONS
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EVERSHEDS
SOLICITORS
BANKING AND FINANCIAL SERVICES DEPARTMENT
Senator House, 00 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Tel: 0000 000 0000 Fax: 0000 000 0000
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CONTENTS
1. Definitions and Interpretation....................................................1
2. Conditions Precedent..............................................................5
3. Assignment Provisions.............................................................6
4. Representations...................................................................7
5. Indemnities.......................................................................8
6. Covenants.........................................................................9
7. Miscellaneous....................................................................11
8. Fees and Expenses................................................................12
9. Notices..........................................................................13
10. Law..............................................................................13
SCHEDULE 1 - (BUYER CONFIRMATION)........................................................14
SCHEDULE 2 - (CONTRACT)..................................................................16
SCHEDULE 3 - (NOTICE)....................................................................18
SCHEDULE 4 - (ACKNOWLEDGMENT OF RECEIPT OF NOTICE).......................................20
SCHEDULE 5 - (CHARGE DOCUMENTATION WAIVERS)..............................................21
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MASTER PURCHASE TERMS AND CONDITIONS
DATED 27 FEBRUARY 1997
PARTIES:
1. CONTINUUS SOFTWARE LIMITED, company registration no. 2936647 of Xxxxx
Xxxxx, Xxx Xxxx, Xxxxxxxxx, Xxxxxxxxx XX00 0XX (facsimile no. +44 1344
382 158);
2. ROYAL BANK OF CANADA EUROPE LIMITED, company registration no. 000000, of
00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (facsimile no. x00 000 000
6144).
RECITALS:
The Seller and the Bank intend to enter into certain receivable purchasing
arrangements relating to merchandise and/or services supplied by the Seller to
certain of its customers and wish that in relation to nominated receivables
standard provisions will apply.
OPERATIVE TERMS
1. Definitions and Interpretation
1.1 In these MPTCs the following words and expressions shall, unless the
context otherwise requires, have the meanings set opposite them:
"Acknowledgement of means an acknowledgement by the Buyer in
Receipt of Notice" respect of a Contract, substantially in
the form set out in Schedule 4 or in such
other form as the Bank may, in its
absolute and sole discretion, agree to in
respect of any Contract;
"Adjustment Rate" means the adjustment rate specified in the applicable
Contract;
"Administration Fee" means the administration fee specified in the
applicable Contract;
"Bank" means Royal Bank of Canada Europe Limited
and, as the context requires, its
permitted assigns, successors in title and
any person it may amalgamate with;
"Business Day" means a day, other than a Saturday or Sunday, on which
business is conducted by and between banks in the
London Interbank Market;
"Buyer" means the person named in an Invoice as Buyer;
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"Buyer Confirmation" means a confirmation substantially in the form set out in
Schedule 1 completed and issued by the Bank;
"Consideration" means an amount determined by the Bank as being equal
to the discounted value of the Receivable specified in
a Contract such discounted value to be calculated by
reference to the face value of the applicable Invoice
at the Discount Rate from the Effective Date of
Assignment to the last day of the Discount Period less
the Administration Fee;
"Contract" means an equitable absolute assignment, incorporating
these MPTCs, by the Seller to the Bank of the Seller's
whole right, title, benefit and interest, present and
future, actual and contingent, in and to Receivables
expressed to be payable under an Invoice described in
the Contract substantially in the form set out in
Schedule 2, as such assignment may be amended, varied
or extended and as in force from time to time;
"Cut off Date" means the date falling 180 days after the Maturity Date
specified in a Contract in respect of an Invoice;
"Discount Period" means the Discount Period specified in the applicable
Contract;
"Discount Rate" means the Discount Rate specified in the applicable
Contract;
"Effective Date of means the date so specified in the applicable Contract;
Assignment"
"Electronic Communication" means any communication by facsimile
transmission, telex, telephone, TWX,
bank wire or other method of
telecommunication or electronic
transmission;
"Facility" means the right of the Seller to make an
offer to assign to the Bank the Seller's
whole right, title, benefit and interest,
present and future, actual and contingent,
in and to Receivables expressed to be
payable under an Invoice pursuant to the
terms of these MPTCs;
"Insolvency Event" means in relation to any person, in any jurisdiction,
the passing of any resolution by its directors (or an
equivalent executive body) or by its shareholders, the
taking of any irrevocable proceedings by such person
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for, or the convening of a meeting by such person to
consider, or the advertising of a petition, or the
giving of any judgment, the making of any order or
direction by any judicial, governmental or official
authority or agency of any kind in any jurisdiction
for, or in respect of:
1. the bankruptcy, liquidation or dissolution of
such person or any termination of its independent
corporate existence (whether by merger or
otherwise);
2. the appointment of any liquidator,
trustee, administrator,
administrative receiver, receiver or
similar officer in respect of such
person;
3. the vesting, taking possession or assumption of
all or substantially all of the assets, or the
control, management or supervision of the
affairs, of such person by any such authority or
agency, any officer of, or any person appointed
by or representing, any such authority or agency,
or any of the creditors of such person or any
person appointed by, or representing, any such
creditor;
4. any moratorium, composition,
re-scheduling, re-organisation,
scheme or other arrangement with, or
involving, or assignment for the
benefit of, the creditors of such
person or any class of them;
5. the subjecting of such person to, or
the obtaining of any relief for such
person under, any laws relating to
insolvency;
6. any formal admission by or on behalf
of such person or any judgment,
order, declaration or finding by or
on behalf of any such authority or
agency that such person is insolvent
or is unable, or has ceased, to pay
its debts as they become due; or
7. any other event the occurrence of
which has the same or a substantial
effect in any jurisdiction to any of
the foregoing
Provided that any of the above events
shall not be considered an event of
insolvency in respect of any
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person if part of a solvent reconstruction,
reorganisation or amalgamation of such person
approved in writing by the person seeking to
rely on the Insolvency Event;
"Invoice" means an invoice for the sale of merchandise or
services by the Seller to a Buyer as described in a
Contract;
"Invoice Date" means the date of an Invoice so specified in a Contract;
"Maturity Date" means the date on which the Receivable specified in an
Invoice is payable as specified in the applicable
Contract;
"MPTCs" means these master purchase terms and conditions all
as the same may be amended and as in force from time
to time;
"Notice" means a notice by the Seller to the Buyer in respect
of an Invoice, substantially in the form set out in
Schedule 3;
"Permitted Encumbrance" means a floating charge or a charge arising by
operation of law in the ordinary course of business;
"Receivable" means all amounts now or hereafter
expressed to be payable to the Seller
under the agreement relating to an Invoice
including, but not limited to, all
interest amounts and for the avoidance of
doubt a Receivable is not net of any
amount expressed to be payable by the
Seller under the agreement relating to the
Invoice;
"Seller" means Continuus Software Limited and, as the context
requires, its permitted assigns, successors in title
and any person which it may amalgamate with;
"Seller's Bankers" means Barclays Bank PLC, Bracknell Branch, X.X. Xxx
00, Xxxxxxxxx, Xxxxxxxxx XX00 0XX or such other branch
in the United Kingdom of a clearing bank as the Seller
may specify by 14 days' notice to the Bank; and
"Trade Dispute" means the failure of a Buyer to make payment in full
of a Receivable for any reason other than an Insolvency
Event affecting such Buyer occurring on or before the
applicable Maturity Date and includes, without
limitation, disputes arising or resulting from:
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1. alleged or actual defects or shortages in the
quality or quantity of merchandise or service
supplied by the Seller to the Buyer;
2. the return of merchandise from the
Buyer to the Seller for any reason
whatsoever;
3. the Seller's alleged or actual
failure to comply with the terms of
any agreement with the Buyer; or
4. discounts, repudiations, reductions,
adjustments, counterclaims or rights
of set-off granted by the Seller
and/or taken by the Buyer.
1.2 Each reference to these MPTCs or to any Contract is to these MPTCs or to
the relevant Contract and any schedules and annexes to these MPTCs or to
the relevant Contract as the same may be amended, varied or supplemented
from time to time in accordance with the terms of these MPTCs or the
relevant Contract, each reference to a clause is to a clause of these
MPTCs or of the relevant Contract, to a sub-clause is a reference to a
sub-clause of the Clause in which the reference appears, to a paragraph
is a reference to a paragraph of the sub-clause in which the reference
appears and to a schedule or an annex is a reference to a schedule or
annex to these MPTCs or to the relevant Contract in each case unless
otherwise specified.
1.3 Headings are for ease of reference only and are to be ignored in
construing these MPTCs or the relevant Contract.
1.4 References to a person howsoever shall as the context requires, include
an individual, partnership, body corporate, unincorporated association
or state, governmental or quasi-governmental entity or agency and vice
versa. References in one gender shall, as the context requires, include
the other genders. The words "subsidiary" and "holding company", shall
have the meaning ascribed to them in Section 736 of the Companies Xxx
0000. Section 61 of the Law of Property Xxx 0000 shall apply.
2. Conditions Precedent and Availability
2.1 The Bank will have no obligation under these MPTCs or under any Contract
incorporating these MPTCs until:
2.1.1 the Bank has received from the Seller a copy, certified as a
true copy by a director of the Seller, of resolutions of the
board of directors of the Seller approving the provisions of
these MPTCs and of the Contract, authorising the Seller to enter
into these MPTCs and each Contract and to take all action
required by these MPTCs and each Contract, and authorising a
named individual or any director of the Seller to complete the
details in and to execute and deliver to the Bank each Contract
and each other document required in
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connection with or incidental to each Contract (including but
not limited to Notices);
2.1.2 the Bank has received from any relevant person the duly completed
and executed documentation set out in Schedule 4.
2.2 The Facility shall be available from the date on which the Bank notifies
the Seller it has received and found to be satisfactory the
documentation referred to in sub-clause 2.1 until the earlier of (A) the
1st February 1998 or (B) the date on which the Bank determines in
accordance with the provisions of these MPTCs that the Facility shall
cease to be available.
2.3 From time to time the Seller may request the Bank to approve a person as
a Buyer: on making any such request the Seller shall deliver to the Bank
all information and documentation requested by the Bank. A person shall
only be a Buyer when the Bank has issued a completed Buyer Confirmation
in respect of that person and the Bank shall be entitled to withdraw any
such approval and any Buyer Confirmation at any time in the Bank's
absolute discretion.
2.4 The Facility is uncommitted and the Bank shall have absolute discretion
as to whether it will purchase any Receivable specified in an Invoice or
approve any Buyer.
3. Assignment Provisions
3.1 The Seller may, provided no Insolvency Event shall have occurred in
relation to the Seller or any Buyer, from time to time offer to assign
by way of outright sale with full title guarantee to the Bank the
Receivables expressed to be payable under certain Invoices with Buyers
acceptable to the Bank. If the Bank in its sole and absolute discretion
agrees to accept such offer each such assignment shall be effected by a
Contract the terms of which shall be first approved by the Bank.
3.2 In connection with any offer to sell a Receivable, the Seller shall
submit to the Bank:
3.2.1 a copy of the purchase order or other form of requisition issued
to the Seller by the Buyer;
3.2.2 a copy of the signed and executed licence agreement or equivalent
document or, if available, evidence of shipment or provision to
the Buyer, such as a non-negotiable copy of the xxxx of lading,
confirming that the merchandise or services have been despatched
or provided;
3.2.3 if other than as per the applicable Buyer Confirmation,
correspondence indicating the Maturity Date;
3.2.4 the original of the applicable Invoice; and
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3.2.5 such other documentation as required by the applicable Buyer
Confirmation or as the Bank may request
within 20 Business Days of the applicable Invoice Date.
3.3 Immediately following execution and delivery of each Contract:
3.3.1 the Seller shall deliver to the Buyer described in that Contract
a duly completed and executed Notice together with all
documentation relating to the relevant Invoice; and
3.3.2 the Seller shall procure that each Buyer described in that
Contract shall execute and deliver to the Bank an Acknowledgement
of Receipt of Notice.
3.4 On receipt by the Bank of any Receivables under any Contract, to the
extent that the Seller can demonstrate to the satisfaction of the Bank
that any part of such Receivables comprise appropriated value added tax
payable by the relevant Buyer to the Seller in respect of an amount paid
under the relevant Invoice, and provided that the Seller is not in
default under its obligations under these MPTCs or any Contract and is
not affected by an Insolvency Event, the Bank will pay to the Seller an
amount equal to the relevant amount of value added tax.
3.5 If the Seller receives any or all of any Receivables expressed to be
payable under a Invoice the subject of a Contract, the Seller shall
immediately account and pay over to the Bank such Receivables and
meantime shall hold any such amount in a separate account on behalf of
the Bank. To the extent necessary the Seller shall procure that the
Seller's bankers shall confirm in writing to the Bank that the Seller's
bankers will not exercise any lien or right of confirmation of accounts
or set-off in respect of any Receivable assigned to the Bank.
4. Representations
4.1 The Seller shall, so as to induce the Bank to enter into each Contract,
in respect of each Contract be deemed to represent to the Bank that on
the date of each Contract and thereafter during the currency of each
Contract:
4.1.1 that the Receivable specified in an Invoice the subject of the
Contract constitutes valid and binding obligations of the
relevant Buyer and to the extent expressed to be assigned to the
Bank by the relevant Contract enforceable by the Bank against the
Buyer and that such Buyer is not a consumer;
4.1.2 that the contents of the Invoice the subject of the Contract are
complete and true and accurate in all respects and are not
disputed by the Buyer and the Invoice has been issued in respect
of a transaction in the ordinary course of the Seller's business;
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4.1.3 that the Seller has not varied and will not vary the terms of
payment of any Receivable without the prior written consent of
the Bank;
4.1.4 that the Receivable the subject of the Contract has not been
offered for sale nor legally or equitably assigned nor otherwise
encumbered, save by way of Permitted Encumbrance, nor made the
subject of any form of security interest whatsoever nor is
subject to conditions for sale or return;
4.1.5 that on execution and delivery of each Acknowledgement of Receipt
of Notice relating to each Contract such Acknowledgement of
Receipt of Notice has been duly executed and delivered for and on
behalf of the Buyer named in that Acknowledgement of Receipt of
Notice.
4.2 Each of the Seller and the Bank represent to each other continuously
that these MPTCs and each Contract when entered into is and will be
within their respective capacities and powers and constitute and will
constitute legal, valid and binding obligations enforceable against it.
5. Indemnities
5.1 The Seller hereby agrees to indemnify the Bank and keep the Bank
indemnified from and against all losses, costs, expenses, demand and
damages whatsoever which the Bank determines it has or may suffer or
incur in respect of any obligation or liability of the Seller, or of any
Trade Dispute between the Seller and the Buyer or of any Electronic
Communication relied on by the Bank or of receipt of any amount in other
than the applicable currency.
5.2 If any event shall occur which shall result in amounts expressed to be
payable under any Invoice the subject of a Contract being reduced
whether by virtue of the operation of the terms and conditions of any
agreement relating to that Invoice or otherwise, the Seller hereby
agrees to indemnify the Bank and keep the Bank indemnified in respect of
the difference between the amount expressed to be payable when that
Invoice was issued and the amount actually received by the Bank.
5.3 When a Buyer fails to effect full payment to the Bank of a Receivable
specified in an Invoice by the applicable Maturity Date, the Seller
shall indemnify and agrees to keep indemnified the Bank for losses
incurred due to the use of an insufficient discounting period in the
calculation of the Consideration for such Receivable; such losses shall
be calculated at the Adjustment Rate upon the amount outstanding under
such Receivable from time to time, and shall be limited to those losses
arising up to the applicable Cut off Date. All amounts due under this
indemnity shall be payable by the Seller to the Bank monthly in arrears.
5.4 When the Bank has not received full payment of a Receivable due to a
Trade Dispute, the Bank shall have the option, exercisable by written
notice to the Seller, to re-assign to the Seller that portion of such
Receivable which remains unpaid for a consideration equal to such unpaid
amount. The re-assignment shall be effective immediately on
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delivery of such written notice to the Seller and the Seller shall then
make immediate payment of such consideration to the Bank.
5.5 If (a) any amount paid or payable to the Bank under these MPTCs or under
any Contract or by way of indemnity or reimbursement (the "basic
amount") is taxable in the Bank's hands, and (b) the loss, liability,
expense or outgoing is not in the Bank's determination deductible for
tax purposes in the Bank's hands, then the Seller shall pay to the Bank
in addition to the basic amount such further amount (to be conclusively
determined by the Bank) so that if an amount equal to corporation tax at
the applicable rate (as so determined) on the total of the basic amount
and the further amount were deducted from such total amount the basic
amount would be left.
5.6 If a basic amount is paid without any further amount under sub-clause
5.5 but the Bank is later of the opinion that the circumstances
described in sub-clause 5.5 (a) and (b) have arisen or will arise then
the Seller shall make such payment to the Bank as the Bank shall from
time to time determine is appropriate in the Bank's view to restore the
Bank's position to that which it would have been had the payments been
made on the true basis in the first place.
5.7 If a further amount is paid under sub-clause 5.5 but later the Bank is
satisfied that the circumstances mentioned in either or both of
sub-clauses 5.5 (a) and (b) have not arisen and will not arise, then
such adjustments will be made between the Bank and the Seller as the
Bank shall from time to time determine as appropriate in the Bank's view
to restore the position of the Bank and the Seller to that which it
would have been had the payments under sub-clause 5.5 not been made on
the true basis in the first place.
5.8 For the purposes of this Clause (a) an amount paid or payable to the
Bank is taxable in the Bank's hands if it is to be taken into account
for the purposes of corporation tax in computing profits or gains or
losses or a chargeable gain or allowable loss of the Bank, and (b) the
amount of any loss, liability, expense or outgoing is available as a tax
deduction if (but only if) either it is deductible for the purposes of
corporation tax in computing trading profits or gains of the Bank or is
deductible for those purposes from any amount paid or payable under
these MPTCs or any Contract or any Charge in respect of it, and (c) all
adjustments between the Bank and the Seller shall be made on the footing
that the Bank at all times has profits and is liable to corporation tax
on such profits at the full standard rate at which corporation tax is
charged (ignoring any small company or similar rate) whether or not that
is in fact the case.
6. Covenants
6.1 The Seller unconditionally and irrevocably covenants with the Bank that
it will not, without the prior written consent of the Bank,:
6.1.1 make or consent to any modification, variation, amendment,
cancellation or termination of any agreement relating to an
Invoice the subject of a Contract;
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6.1.2 make or agree any claim that any such agreement relating to an
Invoice is frustrated;
6.1.3 consent or agree to any waiver or release of any of the Buyer's
obligations under any such agreement relating to an Invoice; and
6.1.4 consent or agree to the postponement of any date for the
performance of any of the Buyer's obligations forming part of or
deriving from any such agreement relating to an Invoice.
6.2 The Seller unconditionally and irrevocably covenants with the Bank, that
the Seller will, immediately on demand for such by the Bank execute in
favour of and deliver to the Bank such further or other deeds or
documents, and do such other things, as the Bank shall require to give
effect to the provisions of these MPTCs or any Contract and the Seller,
in security of the obligations contained in these MPTCs and each
Contract and each Charge, hereby unconditionally and irrevocably
appoints (i) the Bank, and (ii) each and every person to whom the Bank
shall from time to time delegate the exercise of the power of attorney
conferred by this sub-clause jointly as well as severally to be the
attorney of the Seller and in its name and otherwise on its behalf and
as its act and deed to sign, seal, execute, deliver, perfect and do all
deeds, instruments, documents, acts and things which may be required or
which the Bank shall consider necessary for carrying out any of the
Seller's obligations or duties under these MPTCs or under any Contract.
The Bank shall have full power to delegate the powers conferred on each
of it by this sub-clause but no such delegation shall preclude the
subsequent exercise by the Bank of such power or any subsequent
delegation: any delegation may be revoked by the Bank at any time. The
Seller shall ratify and confirm all transactions entered into by the
Bank or any delegate of the Bank in exercise or purported exercise of
the powers contained in this sub-clause.
6.3 The Seller unconditionally and irrevocably covenants with the Bank that
the Seller shall not create or purport to create or permit to subsist
any mortgage, charge, pledge, lien, encumbrance or other security
interest whatsoever and howsoever arising over any Receivable and that,
in particular, but without limitation, it will forthwith after execution
of any Contract deliver to the Bank unconditional and irrevocable
confirmation (substantially in the appropriate form set out in Schedule
5) from the holder of any floating or fixed charge or mortgage created
by the Seller that such Receivable shall not form part of the property
the subject of such floating or fixed charge or mortgage and that it
will not sell, transfer or dispose of (or purport to do so) any
Receivable.
6.4 The Seller unconditionally and irrevocably authorises the Bank as the
Seller's agent to endorse any negotiable instrument payable to the
Seller which is referable to a Receivable.
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7. Miscellaneous
7.1 These MPTCs and any Contract may only be modified, varied, amended,
terminated, cancelled, waived or released by a written document duly
executed and delivered by each of the Seller and the Bank.
7.2 In respect of each Contract the Seller unconditionally and irrevocably
agrees that it will immediately on demand from the Bank indemnify the
Bank in an amount equal to all and any stamp duty payable in respect of
any Contract.
7.3 The Seller may not assign or otherwise transfer or create any mortgage,
charge, pledge, lien, encumbrance or other security interest whatsoever
over, or purport or attempt to do so, its rights, title, benefit or
interest under these MPTCs or under any Contract all of which are
personal and not capable of assignment.
7.4 Each Contract shall be a separate and independent agreement between the
Seller and the Bank.
7.5 No right or remedy in these MPTCs or in any Contract of or reserved to
either the Seller or the Bank excludes any other right or remedy of
either the Seller or the Bank or by law or equity provided or permitted,
and each shall be in addition to every other right or remedy under these
MPTCs or under any Contract or hereafter existing and may be enforced
concurrently therewith or from time to time.
7.6 No time, delay, forbearance or indulgence by the Bank shown or granted
to the Seller shall in any way diminish or restrict the full rights or
powers of the Bank under these MPTCs or under any Contract or take
effect as a waiver of any breach by the Seller of any of the provisions
of these MPTCs or of any Contract.
7.7 Time shall be of the essence for every payment due under these MPTCs and
under each Contract. If any amount is not paid for value on its due date
the defaulting payer shall pay to the payee interest on the amount in
default from its due date until the payee actually receives value for
such amount (as well before as after judgment) at a rate of interest
equal to the aggregate of two per cent. and the Discount Rate for the
related Buyer Confirmation.
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7.8 All payments by the Seller under these MPTCs and each Contract are to be
made for value on the due date for payment only in the applicable
currency together with any applicable value added tax and free and clear
of any set off, withholding, deductions or counterclaim, except as
permitted in terms of MPTCs and each Contract or in the case of any tax
as may be required by law. For the purposes of these MPTCs and each
Contract, "tax" means all taxes, charges and levies whatsoever and
howsoever in the nature of taxation imposed by any country or
sub-division or any authority thereof or therein in any way connected
with these MPTCs and each Contract or the payment of Receivables, except
such taxes as are imposed on or are measured by the Bank's net income by
the country or any sub-division or authority thereof or therein in which
the Bank's principal office or actual branch under these MPTCs and each
Contract is located and (a) all payments or reimbursements under these
MPTCs and each Contract or in respect of any Receivable and any
instrument or agreement required hereunder or thereunder or in respect
thereof shall be made free and clear of and without deduction of any
tax, (b) the payer shall pay direct to the appropriate governmental
authority or reimburse the Bank for the cost of, all tax, (c) if the
payer is legally prohibited from complying with sub-paragraphs (a) or
(b) then the payer shall increase the amount expressed to be payable to
the Bank under these MPTCs and each Contract or in respect of any
Receivable and any instrument or agreement required hereunder or
thereunder or in respect thereof, except in so far that the payer is
legally prohibited from doing so, so that, after provisions for tax and
all tax on such increase, the amounts received by the Bank shall be
equal to the amounts required under these MPTCs and each Contract or in
respect of the relevant Receivable or any instrument or agreement
required hereunder or thereunder or in respect thereof if no tax was due
on such payments, (d) the payer shall provide evidence that all
applicable tax has been paid to the appropriate taxing authorities by
delivering to the Bank official tax receipts or certified copies thereof
within thirty days after the due date for each tax payment.
7.9 If a payment under these MPTCs and each Contract is due on a day which
is not a Business Day it shall be paid on the next Business Day.
7.10 All interest payable under these MPTCs and each Contract shall accrue on
a daily basis and shall be calculated by reference to the number of days
elapsed in a three hundred and sixty five days' year.
7.11 If any of the provisions of these MPTCs or of any Contract shall be held
to be void or unenforceable or invalid no others shall be affected by
those provisions or such invalidity or unenforceability.
7.12 Any approval, certificate or determination given or made by the Bank may
be given or made in its absolute discretion and shall be conclusive
evidence as to its contents or subject save for manifest error.
7.13 If the Seller or the Bank is obliged or ordered to pay any legal or
other costs or expenses of the other such costs or expenses shall be
payable on a full indemnity basis.
8. Fees and Expenses
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8.1 On the date of execution of these MPTCs by the Bank, the Seller shall
pay to the Bank an arrangement fee in an amount specified in a letter
from the Bank to the Seller.
8.2 In consideration of the Bank agreeing to review the credit position of a
Buyer under Clause 2.3, the Seller shall pay to the Bank the Buyer
approval fee notified by the Bank to the Seller and receipt of such
amount by the Bank shall be a condition precedent to such Buyer approval
becoming effective.
8.3 On the Effective Date of Assignment of each Contract the Seller shall
pay to the Bank the Administration Fee specified in the Contract which
shall be deducted from the Consideration in respect of such Contract.
8.4 The Seller shall, within five Business Days of demand by the Bank,
reimburse the Bank for all reasonable costs and expenses (including
legal fees on a solicitor and own client indemnity basis) incurred in
connection with the preparation of these MPTCs and the negotiation and
completion of the transactions contemplated in these MPTCs.
8.5 The Seller shall within five Business Days of demand by the Bank,
reimburse the Bank for all reasonable costs and expenses (including
legal fees on a solicitor and own client indemnity basis) incurred in
connection with the preservation and/or enforcement of any of the Bank's
rights under or in connection with these MPTCs and/or any Contract
and/or the recovery or attempted recovery of any Receivable.
9. Notices
9.1 All communications under these MPTCs or under any Contract shall be made
by Electronic Communication (to be followed by delivery of the hard copy
by first class recorded delivery post or by personal delivery) or
otherwise in writing. Each communication or document to be delivered to
any party under these MPTCs shall be sent to that party at the number or
address from time to time notified by that party to the other for the
purpose of these MPTCs or any Contract. The initial number and address
designated by each party are set out under its name at the beginning of
these MPTCs. Any such communication or document which is sent by
Electronic Communication shall be deemed to be delivered when sent
provided that the hard copy shall have been received by the addressee,
but otherwise a communication or document shall only be treated as
delivered when actually delivered.
10. Law
10.1 These MPTCs and each Contract shall be governed by and construed in
accordance with English law.
THESE Master Purchase Terms and Conditions have been executed by the Seller as a
deed and by the Bank under hand and subsequently delivered the day and year
first above written.
13
16
SCHEDULE 1
BUYER CONFIRMATION
In connection with the Master Purchase Terms and Conditions (the "MPTCs")
between Royal Bank of Canada Europe Limited ("RBCEL") and [Seller] dated
[ ], the following supplements the terms by which RBCEL will
purchase Receivables owing by [Buyer]. All capitalized words have those meanings
as attributed in the MPTCs. A Buyer Confirmation fee of [ ] is
payable by the Seller to RBCEL prior to the acceptance by the Bank of the terms
of this Buyer Confirmation.
BUYER: [ ]
Maximum Amount: [ ]
Invoice Payment Terms: [up to 7/30/60/90/180 days]
Discount Rate: [ %]
[Maturity Date: Maturity Date + [ ] days, unless otherwise requested
by the Seller. In no event will the Discount Maturity
Date fall more than [ ] days after the Maturity
Date.]
Adjustment Rate: [ %]
Administration Fee: The greater of [ %] of the face value of the
applicable Invoice and [ ],
Buyer Notification: Each Invoice shall include the following text:
"This receivable has been purchased by Royal Bank of
Canada Europe Limited. At maturity, please make
arrangements for your bankers to make payment directly
to National Westminster Bank Plc, 00 Xxxxxxx Xxxxxx,
Xxxxxx XX0, Sort Code: 60-01-43 for the account of
Royal Bank of Canada Europe Limited Account Number
00841137 under reference 622/[ ].
Documentation: [anything other than as specified in the MPTCs, i.e. Buyer
acknowledgement].
Goods: [merchandise or services sold by Seller].
14
17
Acceptable Invoice Currencies: [ ]
Royal Bank of Canada Europe Limited
By:
---------------------------------------
Accepted by [the Seller]
By:
----------------------------------------
15
18
SCHEDULE 2
(CONTRACT)
DATED: , 199[ ]
PARTIES:
1. [Seller]
2. [Bank]
OPERATIVE TERMS
11. In consideration of the agreement of the Bank to pay to the Seller the
consideration specified in paragraph 3 within two Business Days of
receipt by the Bank of an Acknowledgement of Receipt of Notice relating
to this Contract duly executed by the Buyer described in paragraph 6,
receipt of which amount the Seller shall be deemed to have
unconditionally and irrevocably acknowledged on transfer by the Bank of
such amount to the Seller's Bankers, the Seller with effect on and from
the Effective Date of Assignment hereby assigns, with full title
guarantee, absolutely to the Bank the Seller's whole right, title,
benefit and interest, present and future, actual and contingent, in and
to [the Receivable expressed to be payable under] the Invoice (a copy of
which is attached) on and subject to the terms of the Master Purchase
Terms and Conditions.
12. The Master Purchase Terms and Conditions entered into between the Seller
and the Bank and dated the [ ] 199[ ] shall apply to this
Contract and to the extent necessary or envisaged by the Master Purchase
Terms and Conditions its provisions are incorporated in this Contract as
if the same were expressly set out in this Contract. Words and phrases
defined in the Master Purchase Terms and Conditions shall have the same
meanings in this Contract.
13. Consideration :
14. Discount Rate:
15. Discount Period:
16. Buyer:
[Name and Address]
17. Invoice Number:
18. Invoice Date:
16
19
19. Maturity Date: [being 7/30/60/180 days after the Invoice Date]
20. Effective Date
of Assignment :
21. Adjustment Rate :
22. Administration Fee:
This Contract has been entered into the day and year first above written.
Executed for and on behalf of )
[Seller] )
by its duly authorised representative )
in the presence of: )
Witness: ..............................................
FULL NAME:...................................................
ADDRESS .....................................................
..............................................
..............................................
Executed for and on behalf of )
the Bank by its duly authorised )
representative in the presence of: )
Witness: ..............................................
FULL NAME:...................................................
ADDRESS .....................................................
..............................................
..............................................
17
20
SCHEDULE 3
NOTICE
[On Seller's Letterhead]
To: [Name and Address of Buyer]
Reference No: [ ]
Dated: [ ] 199[ ]
Dear Sirs,
We refer to the document described in Schedule 1 to this Notice (the "Invoice").
We hereby give you notice that we have today assigned absolutely to [ ]
(the "Bank") of [ ] our whole right, title, benefit and interest, present
and future, actual and contingent, in and to [the Receivables expressed to be
payable under] the Invoice [provided always that you shall be under no greater
obligation or liability as a result of the assignment and you shall be entitled
to no lesser rights or benefits against us than you would have been had the
assignment referred to above not occurred].
[As from the date of this Notice please make all payments due under or pursuant
to the Invoice to the person and account named in Schedule 2 to this Notice
Provided always that the Bank may instruct you at any time (without our
concurrence) to make payment, as aforesaid, to another specified person or
account.]
Please note that, except with the prior written consent of the Bank, we have no
authority to (a) make or consent to any modification, variation, amendment,
cancellation or termination of the agreement relating to the Invoice, or (b)
make or agree any claim that the agreement relating to the Invoice is
frustrated, or (c) consent or agree to any waiver or release of any of your
obligations under the agreement relating to the Invoice, or (d) consent or agree
to the postponement of any date for the performance of any of your obligations
forming part of or deriving from the agreement relating to the Invoice.
Please note that, if required, your acknowledgement of this Notice shall
constitute your consent to the assignment specified above for the purposes of
the Invoice and your confirmation that the agreement relating to the Invoice
continues in full force and effect in accordance with its terms.
Please arrange to have the enclosed Acknowledgement of Receipt of Notice
executed by your duly authorised representative and return the same to the Bank
(Attn: [ ]) at its address specified above.
Please note that the contents of this Notice cannot be varied without the prior
written consent of the Bank.
18
21
SCHEDULE 1
(Description of agreement relating to and of the Invoice)
SCHEDULE 2
(Description of Person)
Bankers :
Address :
Sort Code :
Account No. :
Payee :
Yours faithfully,
...............................................................
DULY AUTHORISED FOR AND ON
BEHALF OF [Seller]
19
22
SCHEDULE 4
(ACKNOWLEDGMENT OF RECEIPT OF NOTICE)
To: [ ] (the "Bank")
We hereby acknowledge receipt of Notice reference no. [ ] and, in consideration
of the Bank's agreement to make payment of Pound Sterling 1.00 if demanded by
us, accept the directions contained in the Notice and hereby acknowledge that:
23. the agreement relating to the Invoice is in full force and effect and
all amounts expressed to be payable under the Invoice defined in the
Notice have been clearly expressed in the Invoice both as to due dates
and amount;
24. we shall unconditionally pay all amounts expressed to be payable under
the Invoice without set off or counterclaim when due under the Invoice
to the person and account named in Schedule 2 to the Notice irrespective
of any rights we may have against the obligor under the Invoice or
[Seller];
25. we have not received notice of any prior claim against or assignment of
the obligor's rights, title benefit of interest in and to or the benefit
of, both present and future, actual or contingent, the Invoice;
26. we will send to the Bank a copy of any notice we may give to the issuer
of the Invoice or to [Seller] relating to the Invoice;
27. we will not (a) consent or agree to any modification, variation,
amendment, cancellation or termination of the agreement relating to the
Invoice, or (b) make or agree any claim that the agreement relating to
the Invoice is frustrated, or (c) consent or agree to any waiver or
release of the obligor's obligations under the agreement relating to the
Invoice, or (d) consent or agree to the postponement of any date for the
performance of any of the obligor's obligations forming part of or
deriving from the agreement relating to the Invoice.
Signed by the duly )
authorised representative )
of [Buyer] )
Name :
Title:
Date
23
SCHEDULE 5
CHARGE DOCUMENTATION WAIVERS
PART 1
To: [ ]
Dated: [ ], 199[ ]
Dear Sirs
[FIXED AND] FLOATING CHARGE DATED [ ]
We hereby confirm that as at the date of this confirmation we are not aware of
any matter which would have caused the floating element of the [Fixed and]
Floating Charge dated [ ] created by [ ] in favour of [ ] to
crystallise into a fixed charge and we further confirm that we have taken no
steps to crystallise the floating element of such [Fixed and] Floating Charge
and are not aware of any right entitling us to do so.
Yours faithfully
For and on behalf of
[ ]
24
PART 2
From: [Holder of Charge]
To: Royal Bank of Canada Europe Limited
00 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Re: [ ] (the "Company")
We refer to the [ ] [("Charge" which shall include any substitute or
further charge attaching to the relevant property) created in our favour by the
Company which secures to us among other things [all the book and other debts
both present and future] of the Company.
We are aware that, the Company has entered into or proposed to enter into one or
more receivables purchase agreements (the "Agreements") with Royal Bank of
Canada Europe Limited under which all or some of [book debts, invoice debts,
accounts, notes, bills, acceptances and/or other forms of obligation owed or
payable or to become owed or payable to the Company] ("Receivables") [and all or
some of any security interests (including without limitation any guarantees)
created in favour of the Company in respect of the Receivables ("Third Party
Security")] have been or are to be assigned to Royal Bank of Canada Europe
Limited.
We write to confirm that we consent to the Company entering into the Agreements
and that we have no objection to the assignment of Receivables [and/or Third
Party Security] in favour of Royal Bank of Canada Europe Limited and we agree
that whether such assignments have already been made or are made in the future
the Receivables [and/or the Third Party Security] are or, as applicable, shall
be released and freed from any security interest (fixed, floating or otherwise)
constituted by our Charge. We confirm that the consent given above shall extend
to any agreement which is supplemental to the Agreements or is made by way of
variation.
It is hereby confirmed that, if any amount owing or which may become due from
Royal Bank of Canada Europe Limited to the Company shall be subject to any
charge or assignment in our favour, any such charge of assignment shall be
subject always to all defences or rights of set-off which Royal Bank of Canada
Europe Limited may have against the Company whether arising before or after
receipt of notice of such charge or assignment by Royal Bank of Canada Europe
Limited.
25
We hereby confirm that we are not aware of any event which would cause the
floating charge contained in our Charge to crystallise as at today's date.
SIGNED for and on
behalf of [ ]
in the presence of:
26
EXECUTED as a deed by )
CONTINUUS SOFTWARE LIMITED )
in the presence of: )
DIRECTOR : /s/ Xxxx X. Xxxxxx
-------------------------------
FULL NAME: Xxxx X. Xxxxxx
SECRETARY: /s/ Xxx Xxxxxx
-------------------------------
FULL NAME: Xxx Xxxxxx
EXECUTED by ROYAL BANK OF )
CANADA EUROPE LIMITED )
in the presence of: )
DIRECTOR : /s/ Xxxxx Xxxxx
-------------------------------
FULL NAME: Xxxxx Xxxxx
SECRETARY: /s/ C.J.H. Xxxxxx
-------------------------------
FULL NAME: C.J.H. Xxxxxx
24
27
DATED 27 MARCH 1997
CONTINUUS SOFTWARE LIMITED
- and -
ROYAL BANK OF CANADA EUROPE LIMITED
----------------------------------------
SUPPLEMENTAL DEED RELATING TO
MASTER PURCHASE TERMS AND CONDITIONS
----------------------------------------
EVERSHEDS
S O L I C I T O R S
BANKING AND FINANCIAL SERVICES DEPARTMENT
Senator House, 00 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Tel: 0000 000 0000 Fax: 0000 000 0000
SUPPLEMENTAL DEED
25
28
DATED: 27 MARCH 1997
PARTIES:
1. CONTINUUS SOFTWARE LIMITED, company registration no. 2936647, of Xxxxx
Xxxxx, Xxx Xxxx, Xxxxxxxxx, Xxxxxxxxx XX00 0XX (facsimile no. +44 1344
382 158);
2. ROYAL BANK OF CANADA EUROPE LIMITED, company registration no. 000000, of
00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (facsimile no. x00 000 000
6144).
RECITALS:
A. The Seller and the Bank have entered into Master Purchase Terms and
Conditions in respect of certain receivable purchasing arrangements.
B. The Seller and the Bank have agreed that the provisions in those Master
Purchase Terms and Conditions relating to the giving of notices by the
Seller to each Buyer and the giving of acknowledgements of notice by
each Buyer to the Bank shall be amended on the terms of this Deed.
OPERATIVE TERMS
28. Definitions and Interpretation
28.1 Terms defined in the MPTCs shall have the same meaning when used in this
Deed unless separately defined in this Deed or the context otherwise
requires.
28.2 In this Deed the following words and expressions shall, unless the
context otherwise requires, have the meanings set opposite them:
"Deed" means this deed as the same may be amended and as in force from
time to time;
"Master Acknowledgement means an acknowledgement provided by each
of Receipt of Notice prospective Buyer substantially in the form set out in
the Schedule or in such other form as the
Bank may, in its absolute and sole
discretion, agree to in respect of such
prospective Buyer;
"Master Notice" means a notice by the Seller to each prospective
Buyer, substantially in the form set out in the
Schedule; and
"MPTCs" means the master purchase terms and
conditions dated 27th February 1997
between the Bank and the Seller as the
same may be amended and as in force from
time to time.
26
29
28.3 Sub-clauses 1.2, 1.4 and 1.5 of the MPTCs shall apply to this Deed
provided that, for the purposes of the Deed, any reference in those
sub-clauses to the MPTCs or any Contract shall be a reference to this
Deed.
29. Amendment to Notice and Acknowledgement Provisions
29.1 The Bank shall have no obligation to issue a completed Buyer
Confirmation in respect of a prospective Buyer under the MPTCs unless
and until the Bank has received, in respect of that person, a duly
completed and executed Master Notice and a duly completed Master
Acknowledgement of Receipt of Notice.
29.2 Provided that the Bank receives a Master Notice and a Master
Acknowledgement of Receipt of Notice in respect of a Buyer in accordance
with sub-clause 2.1 and further provided that, on execution and delivery
of each Contract in connection with that Buyer, the relevant Master
Notice and Master Acknowledgement of Receipt Notice remains in full
force and effect, then:
29.2.1 the Seller shall satisfy its obligation under sub-clause 3.3 of
the MPTCs by the deemed delivery of notice and acknowledgements
of notice in respect of such Contract in accordance with the
relevant Master Notice and Master Acknowledgement of Receipt of
Notice and any other documentation relating to the relevant
Invoice;
29.2.2 in sub-clause 4.1.5 of the MPTCs the reference to the
Acknowledgement of Receipt of Notice shall be a reference to the
Master Acknowledgement of Receipt of Notice and each
acknowledgement deemed to be delivered in accordance with it; and
29.2.3 in paragraph 1 of the form of Contract set out in Schedule 2 to
the MPTCs the reference to the execution of the Acknowledgement
of Receipt of Notice shall be a reference to the deemed delivery
of an acknowledgement in accordance with the Master
Acknowledgement of Receipt of Notice.
30. Miscellaneous
30.1 Sub-clauses 7.3, 7.5, 7.6, 7.11, 7.12 and 7.13 and Clause 9 and 10 of
the MPTCs shall apply to this Deed provided that, for the purposes of
this Deed, any reference in those sub-clauses or clauses to the MPTCs or
any Contract shall be a reference to this Deed.
This Deed has been executed by the Seller as a Deed and by the Bank under hand
and subsequently delivered the day and year first above written.
27
30
SCHEDULE
(MASTER NOTICE)
[On Continuus Software Limited's letterhead]
To: [Name and address of Buyer]
Reference No: [ ]
FOR THE ATTENTION OF THE FINANCE DIRECTOR
Dated: [ ], 199[ ]
Dear Sirs,
MASTER NOTICE
We have entered into receivable purchase arrangements with Royal Bank of Canada
Europe Limited (the "BANK") of 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX,
pursuant to which we will assign to the Bank our interests in certain
receivables expressed to be payable under certain invoices issued by us to you.
Each invoice so assigned will, when issued to you, bear the legend "THIS
RECEIVABLE HAS BEEN PURCHASED BY ROYAL BANK OF CANADA EUROPE LIMITED. AT
MATURITY, PLEASE MAKE ARRANGEMENTS FOR YOUR BANKERS TO MAKE PAYMENT DIRECTLY TO
NATIONAL WESTMINSTER BANK PLC, 00 XXXXXXX XXXXXX, XXXXXX XX0, SORT CODE:
60-92-82 FOR THE ACCOUNT OF ROYAL BANK OF CANADA EUROPE LIMITED ACCOUNT NUMBER
00000000 UNDER REFERENCE 838/CONTINUUS" and in this Master Notice each invoice
so assigned and marked is described as a "RELEVANT INVOICE".
The Bank requires us to give you certain directions in connection with each
Relevant Invoice. The Bank also requires you to acknowledge receipt of each such
notice which we send to you and to provide certain confirmations in respect of
each Relevant Invoice.
This Master Notice is intended to avoid us having to send you an individual
notice and require you to complete and return to the Bank an individual
acknowledgement for each Relevant Invoice.
By your acknowledgement and acceptance of this Master Notice, you
unconditionally and irrevocably agree with us (and the Bank) that:
1. each Relevant Invoice shall, when
delivered to you, be deemed to have
been delivered to you with a notice
containing the directions and
confirmations expressed to be made
by us set out in the Schedule duly
completed in respect of that
invoice; and
28
31
2. on receipt of each Relevant Invoice
you shall be deemed to have executed
and delivered to the Bank an
acknowledgement of receipt of notice
containing the acknowledgements and
confirmations expressed to be made
by you set out in the Schedule duly
completed in respect of that
invoice.
Please arrange to have the acknowledgement and acceptance below executed by your
duly authorised representative and return the same to the Bank (Attn: Mr Xxxx
Xxxx) at its address specified above.
Please note that the contents of this Master Notice (including the Schedule)
cannot be varied without the prior written consent of the Bank.
Yours faithfully
................................................
Duly authorised for and on
behalf of Continuus Software Limited
From: [Buyer]
To: Royal Bank of Canada Europe Limited (the "Bank")
00 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
FOR THE ATTENTION OF MR XXXX XXXX Dated : [ ], 199[ ]
We hereby acknowledge receipt of the Master Notice dated [ ] and, in
consideration of the Bank's agreement to make payment of Pound Sterling1.00 if
demanded by us, accept and agree to the terms of the Master Notice (including
the Schedule).
Signed by the duly authorised
representative of [Buyer]
Signature ............................................
Print name : .........................................
Title: ...............................................
29
32
SCHEDULE TO MASTER NOTICE
(a) We confirm to you that we have assigned absolutely to the Bank our whole
right, title, benefit and interest, present and future, actual and
contingent, in and to all amounts expressed to be payable under the
Relevant Invoice provided always that you shall be under no greater
obligation or liability as a result of the assignment and you shall be
entitled to no lesser rights or benefits against us than you would have
been had the assignment referred to above not occurred.
(b) We instruct you to make all payments due under or pursuant to the
Relevant Invoice to:
Bankers: National Westminster Bank Plc
Address: 00 Xxxxxxx Xxxxxx, Xxxxxx XX0
Sort Code: 60-92-82
Account No.: 00000000
Payee: Royal Bank of Canada Europe Limited under reference
838/Continuus
Provided always that the Bank may instruct you at any time (without our
concurrence) to make payment, as aforesaid, to another specified person
or account and you confirm that you shall unconditionally pay all
amounts expressed to be payable under the Relevant Invoice without set
off, contestation, deduction or counterclaim when due under the Relevant
Invoice to the person specified in this paragraph (b) irrespective of
any rights you may have against the obligor under the Relevant Invoice
or us.
(c) We instruct you that, except with the prior written consent of the Bank,
we have no authority to (i) make or consent to any modification,
variation, amendment, cancellation or termination of the agreement
relating to the Relevant Invoice (in this Schedule, the "AGREEMENT"), or
(ii) make or agree any claim that the Agreement is frustrated, or (iii)
consent or agree to any waiver or release of any of your obligations
under the Agreement, or (iv) consent or agree to the postponement of any
date for the performance of any of your obligations forming part of or
deriving from the Agreement and you confirm that you shall not (i)
consent or agree to any modification, variation, amendment, cancellation
or termination of the Agreement, or (ii) make or agree any claim that
the Agreement is frustrated, or (ii) consent or agree to any waiver or
release of the obligor's obligations under the Agreement, or (iv)
consent or agree to the postponement of any date for the performance of
any of the obligor's obligations forming part of or deriving from the
Agreement.
(d) You confirm that:
(i) (if required) you consent to the assignment of the Relevant
Invoice;
(ii) the Agreement continues in full force and effect in accordance
with its terms;
(iii) all amounts expressed to be payable under the Relevant Invoice
have been clearly expressed in the Relevant Invoice both as to
due dates and amount;
(iv) you have not received notice of any prior claim against or
assignment of the obligor's rights, title, benefit or interest
in and to, or the benefit of, both present and future, actual or
contingent, the Relevant Invoice; and
(v) you shall send to the Bank a copy of any notice you may give to
the issuer of the Relevant Invoice or to us relating to the
Relevant Invoice.
(e) We represent that this Master Notice and each deemed notice delivered
pursuant to it is within our capacity and constitutes legal, valid and
binding obligations enforceable against us and you represent that your
acknowledgement and acceptance of this Master Notice and each deemed
acknowledgement and acceptance delivered pursuant to it is within your
capacity and powers and constitutes legal, valid and binding obligations
enforceable against you.
(f) We covenant and confirm with the Bank and you covenant and confirm with
the Bank that each of us and you shall, immediately on demand for such
by the Bank (and, in your case, at our cost) shall executed in favour of
and deliver to the Bank such further or other deeds or documents, and do
such
30
33
other things, as the Bank shall require to give effect to the provisions
of this Master Notice and/or the arrangements contemplated by it.
31
34
EXECUTED as a deed by )
CONTINUUS SOFTWARE LIMITED )
in the presence of: )
DIRECTOR: /s/ Xxxxxxxx Xxxxxxx Xxxxxxx
----------------------------------
FULL NAME: Xxxxxxxx Xxxxxxx Xxxxxxx
SECRETARY: /s/ Xxxx Xxxxxxx
----------------------------------
FULL NAME: Xxxx Xxxxx Xxxxxxx
EXECUTED by ROYAL BANK OF )
CANADA EUROPE LIMITED )
in the presence of: )
DIRECTOR: /s/ Xxxxx Xxxxx
----------------------------------
FULL NAME: Xxxxx Xxxxx
SECRETARY: /s/ C.J.H. Xxxxxx
----------------------------------
FULL NAME: C.J.H. Xxxxxx
32
