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EXHIBIT 10.21
BARCLAYS
London Corporate Banking
PO Box 15162
00 Xxxx Xxxx
Xxxxxx XXXX 0XX
Tel 000 0000 0000
Fax 000 0000 0000
Independent Energy UK Limited (the COMPANY")
and
Independent Energy Holdings PLC
both of
Radcliffe House
6th Floor
Blenheim Court
Solihull
West Midlands
B91 2AA
Dear Sirs 6th March, 2000
We refer to the facility letter (the "ORIGINAL ANCILLARY FACILITY LETTER") dated
21st October, 1999 between the Company and us (the "BANK", which term includes
our successors, transferees and assigns and each and any branch through which
any part of the facilities contemplated by this letter and/or the Original
Ancillary Facility Letter is made available).
Please countersign this letter (or a copy of it) where marked below to confirm
your agreement that:
(a) the Original Ancillary Facility Letter is amended as follows with
immediate effect:
(i) the existing paragraph 1 (Facilities) is deleted and replaced
by the following:
"Overdraft and/or letter of credit lines of (pound)
102,000,000 in aggregate.
Business Master II Exposure limits:
For UK payment to suppliers: (pound) 3,000,000
For UK payments re salaries: (pound) 600,000
Company Barclaycard limit (pound)50,000.
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In addition, the existing status of the Company as Direct
Debit Originators is confirmed.";
(ii) a letter of credit, not exceeding (pound)60,000,000 in
aggregate, may be issued to Energy Pool Funds Administration
Limited in respect of the Company's obligations under the
Pooling and Settlement Agreement for the Electricity Industry
in England and Wales dated 30th March, 1990 (the "POOL LC")
and the balance of the facility shall be used only to pay
related fees and to guarantee contingent liabilities incurred
in the ordinary course of trading and for working capital
purposes (and the existing paragraph 2 (Purpose) is amended
accordingly);
(iii) in the existing paragraph 3 (Term) the words "12th January,
2000" are deleted and replaced by the following:
"the earlier of 6th June, 2000 or one business day after the
date on which the proceeds of any equity offering are received
by Independent Energy Holdings PLC".
(iv) the Company shall:
(a) pay interest on any amount paid by the Bank under the
Pool LC issued on the date of this letter (and on any
advance made by the Bank to fund any such amount)
calculated at a rate of 10% per anum, on the daily
unreimbursed balance of that amount (or advance),
calculated and compounded on the Bank's usual basis
and payable on the last business day of each calendar
month; and
(b) without limiting or affecting any of its obligations
to the Bank, comply with all of its obligations under
the counter-indemnity dated 16th February, 1996 in
favour of the Bank in respect of the Pool LC referred
to in paragraph (a) above and all other instruments,
obligations and liabilities to which that
counter-indemnity applies.
(v) the following new paragraphs 7 and 8 are inserted (and the
existing paragraphs 7 and 8 are renumbered accordingly):
"7. PROCEEDS OF EQUITY OFFERINGS
The net cash proceeds of any equity offering by Independent
Energy Holdings PLC shall, on receipt thereof by Independent
Energy Holdings PLC, be utilised to either (i) subscribe and
pay for additional equity capital in the Company or (ii) lend
to the Company by way of subordinated loan on terms expressly
approved by the Bank in relation to the relevant loan. Upon
receipt of such funds by the Company, the proceeds shall:
(i) firstly, be used to repay any amounts demanded by the
beneficiary under the Pool LC and paid by the Bank,
together with accrued interest thereon in accordance
with paragraph (iv) above;
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(ii) secondly, be used to cash collateralise the Pool LC
up to the undrawn fact amount of the Pool LC; and
(iii) thirdly, be used to repay any overdraft or other
letter of credit outstanding under the Ancillary
Facility.
8. CASH COLLATERALISATION
The Bank may by notice to the Company at any time when an
Event of Default (as defined in the (pound)80,000,000 credit
agreement dated 8th July, 1999 to which the Company and the
Bank are party) is subsisting require the Company, in respect
of each (or any) letter or credit, to pay to the Bank for
crediting to such collateral account (held on such terms) as
the Bank may specify an amount equal to the face amount for
the time being of the relevant letter(s) of credit and the
Company shall immediately comply with such requirement, which
shall immediately constitute a liquidated and accrued debt due
and payable for the benefit of the Bank";
(b) the Original Ancillary Facility Letter, as amended by paragraph (a)
above, shall continue in full force and effect and this letter and the
Original Ancillary Facility Letter shall be and construed together as a
single document;
(c) for the avoidance of doubt, the Original Ancillary Facility Letter as
amended by this letter shall continue to constitute the Ancillary
Facility Letter for the purposes of (and as defined in) the
(pound)80,000,000 credit agreement dated 8th July, 1999 to which you
and we (among others) are party, and accordingly all provisions of that
credit agreement (and each of the other Finance Documents, as defined
in it) (including, without limitation, Clauses 2.5 (Ancillary Facility)
and 18 (Guarantee) shall continue to apply to the Original Ancillary
Facility Letter as amended by this letter as they currently do the
Ancillary Facility; and
(d) this letter is governed by English law, is supplemental to the Original
Facility Letter and is a Finance Document for the purposes of the
credit agreement referred to in paragraph (c) above (subject only to
its designation as such by the Agent (as defined in that credit
agreement) to the extent (if any) such designation is required).
Yours faithfully
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For and on behalf of
BARCLAYS BANK PLC
We agree to the above:
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For and on behalf of Date
INDEPENDENT ENERGY UK LIMITED
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For and on behalf of Date
INDEPENDENT ENERGY HOLDINGS PLC
