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[DEN NORSKE BANK LETTERHEAD]
FINANSSENTER
Vie de France Norway AS Langgt. 1
Borenhaugen 1 Postboks 525, Krossen
4066 Stavanger 4301 Sandnes
Att: Xxxxxx Xxxxx
Our ref.: brvdfntj.10s Sandnes, Oct. 18th, 1993
Dear Sirs,
RE: TERM LOAN, OVERDRAFT FACILITY AND BRIDGE LOAN FACILITY
We refer to letter from Vie de France Corp. dated October 1st, 1993. As
requested, please find below a revised, consolidated offer for the above
mentioned facilities. The offer is basically a consolidation of our previous
commitment letters, with the introduction of certain new conditions for the
bridge loan facility.
1. TERM LOAN
Borrower Vie de France Norway AS
Lender: Den norske Bank AS
Amount: NOK 2,500,000 or the equivalent in USD.
Purpose: The purpose of the facility is to provide working capital
pertaining to the operations of a new sous vide plant at
Xxxxxxxxxx.
Interest: NOK interest rate
P.t. 8,5 % p.a. payable quarterly in arrears.
The interest rate will be adjusted according to the banks'
funding cost at any time.
USD interest rate
Xxxxx as quoted by the Lender for the actual interest period
for USD plus a margin of p.t. 2 % p.a., payable at the end of
each interest period. Interest periods of 3 and 6 months are available.
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Repayment The loan shall be redeemed over 5 years in equal semi-annual consecutive
instalments, commencing 12 months from the date of drawdown.
Prepayment: The loan may be prepaid in part or in full on any interest term
date, provided a written notice is given to the bank 14 days prior
to the interest due date. No prepayment fee will be charged.
Up front fee: NOK 5,000 payable on date of acceptance.
Applicable law: The facility shall be construed and governed according to the laws
of the Kingdom of Norway.
2. MULTI CURRENCY OVERDRAFT
FACILITY
Facility: Multi currency overdraft facility
Borrower: Vie de France Norway AS
Lender: Den norske Bank AS
Purpose: The purpose of the facility is to provide working capital
pertaining to the operations of a new sous vide plant at
Xxxxxxxxxx.
Limit: The equivalent of USD 1 Mio. to be fixed in NOK.
Availability: Drawings under the facility are to be subject to a
borrowing base, limiting total drawings to the following:
70 % of eligible accounts receivable from Vie de France Corp.,
i.e. receivables not exceeding 30 days from invoice date, and
70 % of inventories pertaining to orders from said parent company,
and
100 % of accounts receivable secured by satisfactory letter of
credit or bank guarantee, and
60 % of other receivables not exceeding 60 days from invoice date
and 50 % of other marketable inventories.
Drawings under the multi currency facility are available in various
currencies. The sum of drawings and deposits on accounts included
in the multi currency facility, converted on a daily basis to NOK,
is not permitted to exceed the Limit.
Drawings in each single currency is to be within the Limit.
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Interest: A. Foreign currencies
Debit interest rate
DnB base rate for the relevant currency plus a marging of 2 % p.a.
The base rate is fixed daily on the basis of overnight or tomorrow/
next cost of money for the relevant currency.
Our base rate for USD drawings is currently 3,1875 % p.a.
Credit interest rate
DnB base rate for the relevant currency less a margin of 0,625 % p.a.
Our base rate for USD deposits is currently 2,875 % p.a.
B. NOK
Debit interest rate
P.t. 8,5 % p.a., corresponding to approximately DnB's funding
cost plus 2 % p.a. margin.
Credit interest rate
P.t. 5 % p.a.
Accrued debit and credit interest to be payable quarterly in arrears.
Commitment fee: P.t. 0,125 % of Limit, calculated and payable quarterly in arrears.
Up front fee: NOK 8.000,- payable up front on date of acceptance.
Annual account fee: NOK 2.000,- annually per account included in the multi currency
overdraft facility.
Law: The facility will be construed and governed according to the laws of
the Kingdom of Norway.
3. BRIDGE LOAN FACILITY
Borrower: Vie de France Norway AS.
Lender: Den norske Bank AS.
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Limit: NOK 3,360,000.
Purpose: Bridge financing of production equipment at new sous vide plant
in Xxxxxxxxxx. The bridge loan facility is to be converted by
a term loan and a grant from SND totalling NOK 3,360,000, according
to commitment letter from SND dated August 20th 1993.
Interest: P.t. 9 % p.a. payable quarterly in arrears or at conversion.
Commitment fee: P.t. 0,125 % payable quarterly in arrears.
Up front fee: NOK 6,000,-.
Availability: The facility is available for drawings pertaining to actual
payments of investment expenses up to and including 31st May
1994. Drawings will be made available on a bridge loan account,
similar to an overdraft facility.
Law: The facility will be construed and governed according to the
laws of the Kingdom of Norway.
4. TERMS AND CONDITIONS APPLICABLE TO BOTH TERM LOAN, MULTI
CURRENCY OVERDRAFT FACILITY AND BRIDGE LOAN FACILITY
Collateral: 1. priority mortgage over the Borrower's accounts receivable
(factoringpant).
1. priority mortgage over the Borrower's inventories
(varelagerpant).
1st. priority mortgage over Xxxxxxxx's rental right(s), machinery
and equipment etc. (leierett med driftstilbehor) with a face value
of NOK 2,500,000,
2nd. priority mortgage over Xxxxxxxx's rental right(s), machinery
and equipment etc. (leierett med driftstilberhor) with a face value
of NOK 3,360,000 to be released in favour of SND on conversion of
the bridge loan facility.
Charges pertaining to the registration of security documents, are
payable by the Borrower.
Affirmative covenants: Borrower is to furnish the Lender with:
- Quarterly financial reports within one month from the end of
each fiscal quarter and annual reports with 3 months from the
end of the fiscal year.
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- Monthly statements specifying accounts receivable by age, within
seven business days from the end of each month.
- Monthly inventory list specified according to Xxxxxx's requirements
within seven business days from the end of each month..
- Quarterly form 10-Q financial reports and annual reports
for Vie de France Corp. at the request of the Lender.
- Other such financial information as the Lender may reasonably require.
- Copies of agreements with suppliers of salmon evidencing the supply
of salmon in required quantities at stable prices.
- Evidence of satisfactory financial condition of the ultimate
supplier(s) of sliced salmon (Ryfisk or others).
- Documentation, evidencing total finacing commitments available to
Borrower being not less than scheduled investments.
Negative covenants: Borrower's capital, defined as subordinated loans and shareholders' equity,
shall be minimum 30 % of total assets at any time.
Borrower's ratio between current assets and short term liabilities
shall be min. 1,3 at any time.
Redemption of subordinated loans to the Borrower is subject to the consent
of the Lender.
Equity of Vie de France Corp. shall equal minimum 40 % of total assets
at any time.
The ratio between current assets and short term liabilities of Vie de
France Corp. to be min 1,7 at any time.
Undertaking by Vie de France Corp. to waive any possible rights
to off set debt payable to Borrower against subordinated loans
to Borrower.
Guarantee from Vie de France Corp., USA acceptable to Lender, stating
that Vie de France Corp. undertakes in the event of default by Borrower,
to purchase, at 55 % of costprice, the following machinery from Vie de
France Norway AS or the lender as the case may be: Cooker, multivacs incl.
printer, labeling equipment and searing machine with an estimated value
of approx. USD 775,000. Vie de France
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Corp's said undertaking shall, however, be limited to the balance
of the prevailing term loan.
Guarantee from Vie de France Corp. acceptable to Lender, to the
effect that all orders placed by Vie de France Corp. with Vie de
France Norway AS, in the event of default by the Borrower, will be
paid to beneficiary at contract price.
Guarantee by Vie de France Corp. acceptable to Lender, whereby said
company undertakes to purchase, in the event of default by the
Borrower, the portion of Xxxxxxxx's inventories intended for other
customers than Vie de France Corp., at 70 % of book value.
Drawings under the bridge loan facility are subject to sufficient
documentation evidencing compliance with all terms and conditions
regarding the term loan and grant, as set out by SND.
Acceptance from SND for each drawing under the bridge loan facility, or,
guarantee from Vie de France Corp., acceptable to Lender, securing
any outstandings under the bridge loan facility up to the date of
conversion of the bridge loan facility.
Borrower's equity/subordinated loan capital has to be fully paid and
utilized before drawings under the bridge loan facility is made available.
According to the financing scheme for Borrower, the equity/subordinated
loan capital is to be minimum USD 750,000, equivalent of approximately
NOK 5 Mio.
Conditions precedent: The above mentioned facilities and term loan are made available to
Borrower conditionally upon the receipt by Xxxxxx of the following
documents duly signed by authorized officer(s) of the relevant company:
- Acceptance of this offer duly signed on copy of this letter by
the Borrower's board of directors.
- Multi currency overdraft facility agreement
- Term loan agreement
- Security documents
- Undertakings and guarantees from Vie de France according to
covenants above.
- Acceptable legal opinion regarding guarantees and undertakings
issued by Vie de France Corp. Expenses for such legal opinion
to be payable by the Borrower.
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In addition, documentation of the compliance with other
covenants are required before overdraft facility or term loan
are made available.
Events of default: Standard default clauses including breach of covenants.
This offer is valid and open for acceptance for two months from the date of
this letter.
If higher activity than anticipated at a later stage should increase the need
for working capital, we are prepared to discuss the possibility of increasing
the the multi currency facility.
We hope the above offer will prove satisfactory to you and look forward to
hearing from you.
Yours sincerely
for Den norske Bank AS
/s/ XXXXX XXXX /s/ XXXXXXX XXXXXXXXXXX
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Xxxxx Xxxx Xxxxxxx Xxxxxxxxxxx
We hereby accept the terms and
conditions attached to the
term loan, the overdraft
facility and the bridge loan
facility according to this
letter.
Place: Dated: 12/17/93
/s/ XXXXXXX X. XXXXXXX
/s/ XXXXXX XXXXX
/s/ XXXXXXX XXXXXXX
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Vie de France Norway AS
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Vie de France Norway AS [DEN NORSKE BANK LETTERHEAD]
Borehaugen 1 FINANSSENTER
Langgt. 1
Postboks 525, 4004
4004 Stavanger 4301 Sandnes
Att.: Xxxxxx Xxxxx
Our ref.: brvdfntj.lls Sandnes, Nov. 18., 1993
Dear Sirs,
RE: OUR OFFER LETTER DATED OCTOBER 18, 1993 FOR CREDIT FACILITIES - AMENDMENTS
We refer to our above mentioned letter and to your request for amendments of
terms and conditions in said letter. We are pleased to offer you the following
amendments:
1. Term Loan availability
The Term Loan is made available for drawdown when the planned production
machinery at the production plant in Xxxxxxxxxx has been installed and
production of sous vide salmon at the plant has started, provided that other
terms and conditions for the facilities have been complied with.
2. Extension of the Bridge Loan Facility
The Bridge Loan Facility is extended from May 31, 1994 to September 30, 1994
due to change in equipment requirements and later date of upstart of production
than previously expected.
3. Negative covenant regarding guarantee from parent company for buy back of
machinery.
Last line in last paragraph on page 5, regarding guarantee of 55 % cost price,
is amended to read: "with an estimated cost price of USD 775,000".
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4. Negative covenant regarding equity/subordinated loan utilization.
The condition in paragraph 13 under negative covenants, page 6, 1st sentence is
changed to read: " Borrower's equity/subordinated loan capital has to be fully
paid in, and minimum 90 % of the paid in equity/subordinated loan has to be
utilized, before the Bridge Loan Facility is made available for drawings."
5. Commitment fee for Overdraft Facility and Bridge Loan Facility
The fees begin to accrue as of the actual signing date of the loan agreements.
We hope the above amendments are satisfactory to you
Yours sincerely
for Den norske bank AS
/s/ XXXXX XXXX /s/ XXXXXXX XXXXXXXXXXX
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Xxxxx Xxxx Xxxxxxx Xxxxxxxxxxx
We hereby accept the above amendments of our offer
letter dated October 18, 1993.
Place: McLean Virginia Date June 9, 1994
/SIG/
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Vie de France Norway AS
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[FIRST UNION LOGO]
SWIFT TELEX MESSAGE FROM FIRST UNION
NATIONAL BANK TO DEN NORSKE
BANK
PAGE 1 of 2
{1:F01FUNBUS33AINT0000000000} {2:I700ONBANOKKXXXXN2000){4:
?????/1
????:IRREVOCABLE
:20:S055419
:31C:950803
:31D:960201FRANCE
:50:VIE DE FRANCE-CORP.
00 X XXXXX XXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
:59:DEN NORSKE BANK
ATTN XXXXX XXXX AND
XXXXXXX XXXXXXXXXXX
DSLO NORWAY
:32B:USD600000
:41A:FUNBUS3V
BY PAYMENT
:42C:AT SIGHT
:42D:FUNBUS3V
:43P:PARTIAL SHIPMENTS ARE PROHIBITED
:43T:TRANSHIPMENTS ARE PROHIBITED
:46A:BENEFICIARY'S STATEMENT SIGNED BY EITHER XXXXX XXXX OR XXXXXXX XXXXXXXXXXX
STATING QUOTE VIE DE FRANCE NORWAY AS AND OR VIE DE FRANCE CORPORATION IS IN
DEFAULT UNDER THE TERMS OF THE OVERDRAFT FACILITY BY AND BETWEEN VIE DE
FRANCE NORWAY AS AND DEN NORSKE BANKE, DATED OCTOBER 18, 1993 AND THAT ALL
APPLICABLE CURE PERIODS HAVE ELAPSED WITHOUT CURE OF THE DEFAULT(S).
:49:WITHOUT
:78:WE WILL HONOR YOUR REIMBURSEMENT INSTRUCTIONS UPON OUR RECEIPT OF DOCUMENTS
IN ORDER
:72:SUBJECT TO UCP 500. ISSUED BY FUNB VA AND TRANSMITTED WITH FUNB
NC. ALL DOCS TO BE SENT TO FUNB VA 2 FIRST UNION CENTER, 000 X. XXXXX XX.
T-7, CHARLOTTE, NC 28288-0742 IN ONE MAILING VIA COURIER.
-}
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[FIRST UNION LOGO]
SWIFT TELEX MESSAGE FROM FIRST UNION
NATIONAL BANK TO DEN NORSKE
BANK
PAGE 2 of 2
S.W.I.F.T. MESSAGE FOR LETTER OF CREDIT - S055419 08/10/95
{1:F01FUNBUS33AINT0000000000} {2:I799ONBANOKKXXXX 000} {4:
:20:S055419
:79:WE HEREBY AMEND OUR ABOVE REFERENCED LETCREDIT
AS FOLLOWS:
1. EXPIRY; ITEM 31: PLACE OF DOCUMENT PRESENTATION
IS FIRST UNION NATIONAL BANK OF VIRGINIA LOCATED
AT 000 XXXXX XXXXX XXXXXX, XXXXXXXXXXXXX X0,
XXXXXXXXX, XX 00000-0742. LETTER OF CREDIT EXPIRES
ON 01FEB96 IN U.S.A.
2. PARTIAL SHIPMENTS, ITEM 43P AND TRANSSHIPMENT,
ITEM 43T ARE DELETED
3. PARTIAL DRAWINGS ARE ALLOWED UNDER THIS CREDIT
4. ITEM 72 DELETED AND RESTATED AS FOLLOWS:
THIS LETTER OF CREDIT IS ISSUED BY FIRST UNION
NATIONAL BANK OF XXXXXXXX XXX IS XXXXXXXXXXX VIA
AUTHENTICATED SWIFT TO YOU BY FIRST UNION NATIONAL
BANK OF NORTH CAROLINA. DOCUMENTS ARE TO BE SENT
TO FIRST UNION NATIONAL BANK OF VIRGINIA LOCATED
AT 000 XXXXX XXXXX XXXXXX, XXXXXXXXXXXXX X0,
XXXXXXXXX, XX 00000-0742.
PLEASE BE ADVISED THAT ALL TRANSMISSIONS VIA
AUTHENTICATED SWIFT COME FROM FIRST UNION
NATIONAL BANK OF NORTH CAROLINA (FUNBUS33INT)
BEST REGARDS,
G:XXXXX
-}
