CONFORMED COPY
BARCLAYS
Sales Ledger Financing Agreement
Between
Barclays Bank PLC
And
Allied Staffing Professionals Limited
At
Xxxxxxxx Xxxxx, Xxxxx Xxxxxxxx Xxxx,
Xxxxxx Xxxx, Xxxxx XX00 0XX
Company Registered Number 02149723
Agreement Date 12 December 2006
Commencement Date _______________________
Signed As A Deed On 12 December 2006
By Barclays Bank PLC
Acting By
Xxxx Xxxxxxx Xxxx Xxxxxxx
--------------------------------------- --------------------------------------
Full Name of Attorney Signature of Attorney
In The Presence Of:
Xxxxx Xxxxx Xxxxx Xxxxx
--------------------------------------- --------------------------------------
Full Name of Witness Signature of Witness
CONFORMED COPY
We have pleasure in offering a Confidential Invoice Discounting Facility to
Allied Staffing Professionals Limited, on the following basis, and incorporating
Barclays Sales Ledger Financing Terms and Conditions:
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 below.
Recourse Facility At the expiry of the Recourse Period
any Early Payment in respect of an
Outstanding Debt has to be returned to
us.
Minimum Period of this Agreement From the Commencement Date to the
(Condition 1.8) Termination Date
Minimum Notice Period to Terminate this 6 months.
Agreement
(Condition 1.8)
Early Payment Percentage 85% of Approved Debts.
(Condition 5.7(ii))
Early Payment Ceiling (pound)7,500,000
(Condition 5.7(i))
Prime Debtor Restriction That no one debtor exceeds 10% of the
(Condition 5.7(iii) and Definition) outstanding Approved Debts or such
other percentages as may be notified
by us to you.
Discount - Margin plus Base Rate.
(Condition 6.1)
Your Payment Terms 30 days.
(Condition 13.2(I))
Permitted Currencies in addition to n/a.
Sterling
(Condition 13.2(m))
We do not require to be notified of
sales to Associated Companies / Cash /
Exports / Contra / Proforma
TERMS APPLICABLE ONLY TO U.K. DEBTS
U.K. Debts to which this Agreement All U.K. Debts.
applies:
(Condition 1.6)
Recourse Period for each U.K. Recourse 120 days from the last day of the
Debt. month of issue of the relative
(Conditions 5.3 and 5.7(iv)) invoice.
Minimum Level of Service Charges for (pound)1,000 in each period of 1
U.K. Debts month.
(Conditions 6.3 and 6.4)
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THE COMMENCEMENT OF THE FACILITY WILL BE SUBJECT TO OUR SIGHT AND SATISFACTION
WITH THE FOLLOWING CONDITIONS:
We require the enclosed pre switch on stationery pack to be completed.
We receive a copy of your standard terms and conditions of sale which must be
acceptable to us including compliance with the requirements of the Data
Protection Xxx 0000.
1 THE FOLLOWING ARE STANDARD OPERATING CONDITIONS THAT SHALL APPLY FOR THE
DURATION OF THE FACILITY:
1.1 We would draw your attention to clause number 26 of the Sales Ledger
Financing Terms and Conditions, which will guide you through the
additional standard operational conditions of your facility.
1.2 We are supplied with a monthly aged creditors listing.
1.3 The Early Payment Percentage shall become subject to review in the event
that either during any rolling 3 month period credit notes shall exceed 5%
of discounted turnover OR beyond recourse balances as at any month end
shall exceed 8% of the discounted sales ledger. The early payment
percentage shall be reduced by 1% for every 1% breach.
1.4 We will require you to retain monthly day book listings together with a
month end aged debtors analysis.
1.5 Permanent placement invoicing should not exceed 2.00% of your sales
ledger.
1.6 A reserve a (pound)110,000 will be offset against your availability. Such
a reserve being retained in consideration of the Retrospective Rebates
existing on the sales ledger. We reserve the right to adjust the reserve
or unapproved debtors where contra balances exist at our sole discretion.
1.7 The maximum terms of trade should not exceed 60 days as terms in excess of
these may result in the debtor concerned being handled on an unapproved
basis only.
1.8 With reference to clause 26.24, the totals upload facility offered is in
relation to invoice and credit notes total only, no cash.
1.9 The Early Payment Ceiling listed above, and any reserves and operating
conditions referred to in this Agreement, apply in respect of the group as
a whole with the group being defined for these purposes as Allied
Healthcare Group Limited & Allied Staffing Professionals Limited.
1.10 We require any credit note uploads to be a net figure of the Credit Memos
less the Debit Memos plus Adjustments as defined by your current system.
1.11 Any outstanding unallocated credits/cash within the end column will be
taken into account when undertaking the monthly recourse adjustment.
1.12 Funding to Master Vendor debtors will be limited to 5% of the fundable
ledger, a reserve will be held for any excess.
1.13 A reserve of (pound)1,600,000 in respect of outstanding debt to private
individuals will be established and amended at our discretion. We require
a report detailing the amount of debt outstanding to private individuals
to accompany your month end reconciliation.
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1.14 All invoices, credit notes, cash and sales ledger adjustments are to be
processed through the Oracle system and a monthly sales ledger control
completed and held to our order.
1.15 All manual invoices are to be processed through the Oracle system as an
invoice and not as a debit memo.
1.16 A reserve of (pound)600,000 in respect of certain creditors will be
established and held at our discretion.
2 THE FOLLOWING ARE ADDITIONAL BESPOKE CONDITIONS THAT SHALL APPLY FOR THE
DURATION OF THE FACILITY:
2.1 Definitions
2.1.1 For the purposes of this agreement, (a) unless a contrary intention
appears, a term defined in the Facility Agreement dated 19 July 2004
between Allied Healthcare Group Limited, Allied Healthcare Holdings
Limited, Allied Healthcare International Inc, the Guarantors listed
therein, Barclays Capital and Lloyds TSB Bank PLC as Arrangers and
Ancillary Lenders, the Original Lenders listed therein and Barclays
Bank PLC as Agent and Security Agent (the "ORIGINAL FACILITY
AGREEMENT") ,as the same is amended from time to time, has the same
meaning in this document: and (b) the principles of construction set
out in the Original Facility Agreement shall have effect as if set
out in this agreement.
2.1.2 "AMENDED AGREEMENT" means the Original Facility Agreement as amended
and restated on or around the Commencement Date.
"MARGIN DETERMINATION DATE" means the Commencement Date and
quarterly thereafter.
"MARGIN DETERMINATION PERIOD" means each three month period ending
on the Margin Determination Date.
2.2 Condition 1.7
Condition 1.7 shall be amended such that reference to "the Agreement"
shall include the Amended Agreement as varied, amended or extended and the
penultimate sentence shall be deleted and replaced with the following:
"The terms of the Amended Agreement as varied, amended or extended shall
prevail over any inconsistency in this document and the conditions."
2.3 Margin
The Margin applicable for the Discount referred to above shall be the rate
per annum determined by reference to the ratio of Net Borrowings to EBITDA
as shown in the most recent Compliance Certificate received by the Agent
at least 5 Business Days before the Margin Determination Date.
RATIO MARGIN (% P.A.)
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Greater than 3.5:1.0 2.25
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RATIO MARGIN (% P.A.)
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Greater than 3.0:1.0 but less than or 1.75
equal to 3.5:1.0
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Greater than 2.5:1.0 but less than or 1.25
equal to 3.0:1.0
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Greater than 2.0:1.0 but less than or 1.00
equal to 2.5:1.0
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Greater than 1.0:1.0 but less than or 0.80
equal to 2.0:1.0
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Equal to or less than 1.0:1.0 0.70
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2.4 Representations and Warranties
2.4.1 You hereby agree that every Notification Schedule delivered in
accordance with this agreement shall be accompanied by a signed
certificate to the effect that as at the date of such certificate
the following conditions are satisfied:
(a) no Event of Default or Termination Event is continuing; and
(b) the Repeating Representations to be made by the Parent and
each Obligor in accordance with the Amended Agreement are true
in all material respects.
2.4.2 Notwithstanding Condition 5.11 you may not draw from your Payment
Account if on the date of proposed drawing the Bespoke Conditions
4.1(a) and (b) are not satisfied.
2.5 Prepayment
You hereby agree that the prepayment and cancellation provisions at Clause
8 of the Amended Agreement shall apply as relevant to this agreement.
2.6 Undertakings
2.6.1 Condition 14.1(b)(i) shall not apply in respect of any change or
contemplated change in the directors.
2.6.2 Condition14.1(r) shall not apply.
2.7 Termination
2.7.1 A new sub-clause shall be added to Condition 20.2 as follows:
(ee) an Event of Default occurs and is continuing under the Amended
Agreement.
2.7.2 Sub-clause (e) of Condition 20.2 shall be deleted and replaced with
the following:
(e) any obligation of yours to a third party for repayment of
borrowed money being declared due prior to its stated maturity date
or not being paid when due provided that the sum declared due or
unpaid is (when aggregated with all other such sums) in excess of
(pound)1,000,000.
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2.7.3 Sub-clauses (f) and (g) of Condition 20.2 shall be deleted.
2.7.4 The Termination Events in sub-clauses (a), (b) and (c) of Condition
20.2 shall not occur if the breach or threatened breach is capable
of remedy and is remedied within 10 Business Days of us giving
notice to you or you becoming aware of the breach or threatened
breach.
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DATA PROTECTION XXX 0000
To confirm the consent of the company to this agreement, and to acknowledge the
opportunity to take independent advice as to all its terms the company has
executed this document as indicated below.
Signed As A Deed On 12 December 2006 By You
Allied Staffing Professionals Limited
Acting By
Xxxxx Xxxxxxx Xxxxx Xxxxxxx
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Full Name of Director Signature of Director
Xxxx Xxxxxx Xxxx Xxxxxx
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Full Name of Director Signature of Director
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