Exhibit 10.4
THIS AGREEMENT is dated the of November, 2000 between:
(1) BONUS STORES INC., INCORPORATED UNDER THE LAWS OF FLORIDA, USA (the
"Borrower")
and
(2) ISLANDSBANKI-FBA HF., INCORPORATED UNDER THE LAWS OF ICELAND (the "Bank")
WHEREAS the Bank has agreed to make available to the Borrower a commited
revolving credit facility (the "Facility") of USD 1,000,000.00 on the terms and
conditions set out in this Agreement.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS
1.1. Terms Defined
In this Agreement:
"Advance"
means a borrowing made hereunder or (as the context) requires the
principal amount thereof from time to time outstanding (collectively
the "Advances").
"Available Commitments"
means the undrawn amount of the Faciltiy Amount.
"Business Day"
means a day on which banks are open in Reykjavik and London.
"Commitment Period"
means the period from the date of this Agreement up to and including
the Final Maturity.
"Default"
means any Event of Default and any event which, with the giving of
notice, lapse of time or both or other applicable condition(s), would
constitute an Event of Default.
"Encumbrance"
means any mortgage, pledge, lien, charge, assignment, hypothecation,
security interest, title retention, preferential right or trust
arrangement and any other security agreement or arrangement.
"Event of Default"
means any of the events specified in Clause 11.1 (Events of Default).
"Facility Amount"
means USD 1,000,000.00.
"Final Maturity"
means one year after the date of this Agreement.
"Interest Period"
means each period ascertained in accordance with Clause 6 (Interest
Periods).
"LIBOR"
in relation to each Loan in USD for each Interest Period relative
thereto means the arithmetic mean, rounded upward if necessary, to the
nearest one-sixteenth of one per cent (1/16%) of the annual rates of
interest appearing on page LIBOR01 on Reuters (BBA fixings) or any
equivalent successor to such page or other page as appropriate (as
determined by the Bank) (the "Reuters") for deposits in the relevant
currency in the London Interbank Market at or about 11.00 a.m. (London
time) two Business Days, prior to the commencement of the Interest
Period to which the same is to apply for a period comparable to such
Interest Period.
"Loan"
means a borrowing made hereunder or (as the context requires) the
principal amounts thereof from time to time outstanding (collectively
the "Loans").
"Margin"
means three point five per cent (3.5 %) per annum.
"Maturity Date"
means the last day of the Term of an Advance.
"Permitted Encumbrance"
means a lease or security on assets, to secure finance to acquire the
asset, created in the ordinary course of business.
"Person"
means any individuals, partnerships, corporations, governments,
governmental bodies, trusts, joint stock companies, joint ventures,
limited liability companies and unincorporated associations.
"Term"
means a period of three months for which the relevant Advance is to be
outstanding.
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"USD" or "$"
means the lawful currency of the United States of America.
1.2. Construction
Unless the context otherwise requires, in this Agreement:
(a) words importing the singular number shall include the plural and
vice versa;
(b) references herein to any agreement or other instrument shall be
deemed to include references to such agreement or other
instrument as supplemented or replaced from time to time;
references to any enactment shall be deemed to include references
to such enactment as re-enacted, amended or extended;
(c) the index to this Agreement and clause headings contained herein
are for convenience only and shall not affect the construction
hereof;
(d) references to Clauses and Schedules are references, respectively,
to clauses of and schedules to this Agreement.
2. COMMITMENT OF THE BANK
Subject to the terms of this Agreement, the Bank makes the Advances to the
Borrower up to an aggregate maximum principal amount not exceeding, at any
one time the Facility Amount as determined pursuant to the terms hereof.
3. DRAWDOWN
3.1. Availability
Subject to the terms of this Agreement, Advances will be available to
the Borrower, when requested by the Borrower, during the Commitment
Period.
3.2. Notice of Drawing
When the Borrower wishes to borrow hereunder, it shall give notice to
the Bank in the form of Exhibit A, appropriately completed, to be
received no later than 11.00 a.m. (London time) two Business Days
prior to the proposed date for borrowing, specifying in respect of the
proposed borrowing:
(a) the date of drawdown of the Loan (which shall be a Business Day);
(b) the amount to be drawn;
(c) an account of the Borrower at a bank to which the proceeds of the
borrowing are to be credited.
Subject to the terms of this Agreement, such notice of drawing
("Notice of Drawing") shall be irrevocable and the Borrower shall be
bound to borrow in accordance with such Notice of Drawing.
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3.3. Payment of Proceeds
All amounts to be made available by the Bank to the Borrower shall be
made available no later than 16.00 p.m. (local time) on the due date
in immediately available and transferable same day funds to the
account of the Borrower at a bank specified by the Borrower.
4. CONDITIONS PRECEDENT
4.1. Documentary conditions precedent
The obligation of the Bank hereunder to advance the Loan is subject to
the condition that the Bank shall first have received all of the
following in form and substance satisfactory to the Bank:
(a) Constitutional documents of the Borrower (including inter alia
charter, by-laws and opening balance sheet of the Borrower); and
(b) a copy of a resolution of the Board of Directors of the Borrower
approving this Agreement and other transactions contemplated
hereby and authorizing a specified person or persons to execute
this Agreement on behalf of the Borrower; and
(c) a copy of the signatures of those persons authorized to execute
this Agreement on behalf of the Borrower and of the persons
authorized to sign or dispatch all notices, certificates and
other documents in connection with this Agreement on behalf of
the Borrower hereunder.
(d) Legal opinion from a legal counsel of the Borrower in a form
acceptable to the Bank.
4.2. Further conditions precedent
The obligation of the Bank hereunder to advance a Loan is subject to
the further conditions precedent that both at the time of the request
for and at the time for the advance of such Loan:
(a) the matters represented by the Borrower set out in Clause 9.1
(Representations and warranties) are correct;
(b) no Event of Default has occurred or will result from such
Advance;
5. REPAYMENT, PREPAYMENTS AND CANCELLATION OF COMMITMENTS
5.1. Repayment
The Borrower shall repay each Advance in full in one amount of its
Maturity Date.
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5.2. Prepayment
No prepayment or cancellation is permitted except in accordance with
the express terms of this Agreement.
5.3. Voluntary Cancellation of Commitments
The Borrower may, on giving not less than 30 days' prior written
notice to the Bank, cancel the Available Commitments in whole or in
part (but, if in part, by a minimum of and in multiples of USD
250,000) without incurring any penalty or other cost. Any such notice
to the Borrower shall be irrevocable and shall specify the date upon
which the reduction is to become effective and the amount of
reduction.
6. INTEREST PERIODS
6.1. Interest Periods
Each Interest Period shall be of three month's duration.
6.2. Business Days
If any Interest Period would end on a day which is not a Business Day,
such Interest Period shall be extended to the next succeeding Business
Day unless such day will fall in the next calendar month, in which
event it shall be brought forward to the immediately preceding
Business Day. If any Interest Period commences on the last Business
Day in a calendar month or if there is no corresponding day in the
calendar month in which it is to end, then it shall end on the last
Business Day in the later calendar month.
7. INTEREST
7.1. Rate
The rate of interest applicable to the Loan for each Interest Period
relative thereto shall be LIBOR plus the Margin per annum.
7.2. Due Dates
Save as otherwise provided herein, accrued interest shall be payable
by the Borrower at the end of each Interest Period.
7.3. Calculation Basis
Interest shall accrue from day to day, and be computed on the basis of
a year of 360 days and for the actual number of days elapsed.
7.4. Default Interest
If the Borrower fails to pay any amount payable by it hereunder on the
due date therefor, the Borrower shall on demand by the Bank from time
to time pay interest on such overdue amount (including overdue default
interest) from the due date up to the date of actual payment, as well
after as before judgement, at a rate of three per cent (3%) per annum
above the higher of:
(a) the rate applicable to each overdue amount immediately prior to
the due date (if of principal); and
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(b) the rate which would have been payable if such overdue amount had
during the period of non-payment thereof constituted a Loan made
hereunder for successive interest periods of such duration not
exceeding three months as the Bank may from time to time
designate.
Such offered rate shall be determined either on each Business Day or
two Business Days before each such period, as the Bank determines.
7.5. Currency
Principal repayments and interest on the Loan shall be payable in the
currency in which the relevant borrowing was made.
7.6. Certification
Each determination of a rate of interest by the Bank hereunder shall,
in the absence of manifest error, be conclusive and shall be promptly
notified to the Borrower.
8. PAYMENTS
8.1. Funds and Place
All payments to be made by the Borrower hereunder shall be made
immediately available and transferable no later than 10.00 a.m. (local
time) on the date upon which the payment is due to the account which
the Bank may from time to time designate.
8.2. Taxes
(a) All payments to be made by the Borrower hereunder shall be made:
(i) without set-off or counterclaim; and
(ii) free and clear of and without deduction for or on account of
any taxes unless the Borrower is compelled by law to make
payment subject to such taxes.
(b) All taxes in respect of this Agreement shall be paid by the
Borrower when due and in any event prior to the date on which
penalties attach thereto and the Borrower will forward to the
Bank official tax receipts evidencing payment of such taxes
within 30 days of payment being due for such. The Borrower will
indemnify the Bank in respect of all such Taxes.
In addition, if any taxes or amounts in respect thereof must be
deducted from any amounts payable or paid by the Borrower
hereunder, the Borrower shall pay such additional amounts as may
be necessary to ensure that the Bank receives a net amount equal
to the full amount which it would have received on the due date
had payment not been made subject to such taxes.
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8.3. Extensions
Whenever any payment hereunder shall become due on a day which is not
a Business Day, the due date thereof shall be extended to the next
succeeding Business Day unless such day will fall in the next calendar
month in which event it shall be brought forward to the immediately
preceding Business Day. During any extension of the due date for
payment of the principal of a Loan hereunder interest shall be payable
on such principal at the rate payable on the original due date.
8.4. Appropriations
In the case of a partial payment, the Bank may appropriate such
payment towards such of the obligations of the Borrower hereunder as
the Bank may decide.
9. REPRESENTATIONS AND WARRANTIES
9.1. Representations and warranties
The Borrower represents to the Bank that:
(a) Status: The Borrower is a limited liability company organized and
validly existing under the laws of the state of Florida
possessing perpetual corporate existence (i) with at all times
capacity to xxx or be sued in its own name and with the power to
own its property and assets and carry on its business as it is
now being conducted and is proposed to be conducted, and (ii) at
all times with power to enter into this Agreement and to exercise
its rights and perform its obligations hereunder and all
corporate or other action required to authorize the execution of
this Agreement by the Borrower and the performance by the
Borrower of its obligations hereunder has been duly taken.
(b) Powers and authority: The Borrower has the power to enter into
and perform this Agreement and the transactions contemplated
hereby and has taken all necessary action to authorize the entry
into and performance of this Agreement and the transactions
contemplated hereby.
(c) Legal validity: This Agreement constitutes a legal, valid and
binding obligation of the Borrower enforceable in accordance with
its terms and would be so treated in the courts of the state of
Florida. This Agreement is in proper form to make it admissible
in evidence for bringing an action on the same in such courts.
(d) Non-conflict with laws: The entry into and performance of this
Agreement and the transactions contemplated hereby do not and
will not conflict with (i) any law or regulation or any official
or judicial order or treaty in the state of Florida or (ii) any
agreement or document to which the Borrower is a party or which
is binding upon or any of its assets, nor result in the creation
or imposition of any Encumbrance on any of its assets pursuant to
the provisions of any such agreement or document.
(e) No Default: No Default has occurred which might have a material
adverse change on its business or financial condition.
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(f) Consents: All authorizations, approvals, consents, licenses,
exemptions, filings, registrations, notarizations and other
matters, official or otherwise, required or advisable in
connection with the entry into performance, validity and
enforceability of this Agreement and the transactions
contemplated hereby have been obtained or effected and are in
full force and effect.
(g) No filings required: It is not necessary to ensure the legality,
validity, enforceability or admissibility in evidence of this
Agreement that it be filed, recorded or enrolled with any
governmental authority or agency in the State of Florida or that
any stamp, registration or similar tax be paid on or in relation
to this Agreement in USA.
(h) Pari Passu Ranking: Under the laws of the State of Florida in
force at the date hereof, the claims of the Bank under this Loan
will rank at least pari passu with the claims of all its
unsecured creditors.
(i) Full Disclosure: All information supplied by the Borrower in
connection with this Loan is true, complete, accurate in all
material respects and it is not aware of any material facts or
circumstances that have not been disclosed to the Bank and which
might, if disclosed, adversely affect the decision of a person
considering whether or not to provide finance to the Borrower.
9.2. Repetition
The representations and warranties set out in Clause 9.1
(Representations and warranties) shall survive the execution of this
Agreement and shall be deemed to be repeated by the Borrower at the
beginning of each Interest Period with reference to the facts and
circumstances then subsisting, as if made at each such time.
10. UNDERTAKINGS
10.1. Duration
The undertakings in this Clause 10 (Undertakings) shall remain in
force from and after the date hereof and so long as any amount is or
may be outstanding hereunder or any commitment is in force.
10.2. Information
The Borrower shall furnish the Bank with a copy from time to time with
reasonable promptness of such financial and other information as to
itself as the Bank may reasonably require.
10.3. Accounts
The Borrower shall deliver to the Bank:
(a) their audited annual accounts within one month of the same being
prepared and in any event not later than 120 days after the end
of the period to which such statements relate; and
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(b) their semi annual accounts within one month of the same being
prepared and in any event not later than 90 days after the end of
the period to which such statements relate.
The Borrower's account shall be prepared in accordance with generally
accepted accounting principles in the State of Florida.
10.4. Notification of Defaults
The Borrower will notify the Bank of any Default forthwith upon the
occurrence thereof and upon receipt of a written request to that
effect from the Bank, confirm to the Bank that save as previously
notified to the Bank no Default has occurred.
10.5. Change of Business
Except with the prior written consent of the Bank, the Borrower will
not make any substantial change in its business as conducted as at the
date of this Agreement, or carry on any other business which is
material in relation to its business as conducted as at the date of
this Agreement.
10.6. Disposals
(a) The Borrower will not, without the prior written consent of the
Bank, sell, transfer, lease or otherwise dispose of or cease to
exercise direct control over any part (being alone or in
aggregate with all other disposals falling to be taken into
account pursuant to this clause, material in the opinion of the
Bank in relation to the undertaking, assets, rights and revenues
of the Borrower) of its present or future undertaking, assets,
rights or revenues (otherwise than by transfers, sales or
disposals for full consideration in the ordinary course of
trading) whether by one or a series of transaction and whether
related or not.
(b) Paragraph (a) does not apply to:
(i) disposals of assets in exchange for other assets comparable
or superior as to type, value and quality; and
(ii) disposals of assets which generate less than 10% of the
current assets of the Borrower and are sold at the market
value of such assets.
10.7. Negative pledge
The Borrower shall not create or permit to subsist any Encumbrance on
any of its present or future assets, other than Permitted
Encumbrances, without the prior written consent of the Bank.
11. DEFAULT
11.1. Events of Default
Each of the events set out below is an Event of Default (whether or
not caused by any reason whatsoever outside the control of the
Borrower or of any other Person):
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(a) Non-payment: the Borrower shall fail to pay when due, or,
provided that the Bank is satisfied that any non-payment is due
to technical reasons, within three Business Days of the due date,
any principal of or interest on a Loan hereunder or any other
amount payable hereunder; or
(b) Breach of certain obligations: the Borrower fails to comply with
the provisions of Clauses 10.5 (Change of Business); or
(c) Breach of other obligations: the Borrower fails to comply with
any other provision of this Agreement and such default (if
capable of remedy) remains unremedied to the Bank's satisfaction
for 30 days after notice thereof shall have been given by the
Bank to the Borrower; or
(d) Cross default: failure by the Borrower to make payment when due
of any obligation (other than in respect of this Agreement)
exceeding USD 250.000,00 (or its equivalence in other
currencies); or default by the Borrower, in the performance of
any agreement under which any such obligation is created if the
effect of such default is to cause such obligation to become due,
or to permit the holder or holders of such obligation to declare
such obligation due prior to its normal maturity; or
(e) Cessation: the cessation by the Borrower of its operations or the
sale or other disposition of all or a substantial portion of its
assets, or a decision by the Borrower to cease its operations or
to sell or otherwise dispose of all or a substantial portion of
its assets; or
(f) Unlawfulness: at any time it is unlawful for the Borrower to
perform any of its obligations hereunder; or
(g) Legal process: any judgment or order made against the Borrower is
not stayed or complied with within fourteen days or a creditor
attaches or takes possession of, or a distress, execution,
sequestration or other process is levied or enforced upon or
against, any of the undertakings, assets, rights or revenues of
the Borrower and is not discharged within fourteen days, unless
in each case the same is being contested in good faith by
appropriate proceedings; or
(h) Insolvency; compositions: the Borrower stops or suspends payment
of any of its indebtedness or is unable or admits inability to
pay any of its indebtedness as it falls due or commences
negotiations with one or more of its creditors with a view to the
general readjustment or rescheduling of its indebtedness or
proposes or enters into any composition or other arrangement for
the benefit of its creditors generally or any class of creditors
or proceedings are commenced in relation to the Borrower under
any law, regulation or procedure relating to reconstruction or
readjustment of its indebtedness; or
(i) Bankruptcy or insolvency proceedings: the Borrower takes any
action or any legal proceedings are started or other steps taken
for (i) the Borrower to be adjudicated or found bankrupt or
insolvent, (ii) the winding-up or dissolution of the Borrower or
(iii) the appointment of a liquidator, administrator, trustee,
receiver or similar officer of the Borrower or the whole or any
part of their respective undertaking, assets, rights or revenues;
or
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(j) Change of ownership or control of the Borrower: there is a
material change in control or ownership of the Borrower which may
have a material adverse effect on its financial condition or its
ability to perform its obligations under this agreement in the
Bank's reasonable opinion; or
(k) Material adverse change: any event or series of events occurs
which, in the reasonable opinion of the Bank, might have a
material adverse effect on the condition, operations, assets,
liabilities and prospects of the Borrower or on the ability of
the Borrower to comply with its obligations under this Agreement;
or
11.2. Acceleration
In the case of any such event as is mentioned in Clause 11.1 (Events
of Default), and at any time thereafter if any such event shall then
be continuing, the Bank shall by notice to the Borrower:
(a) declare that the obligations of the Bank hereunder shall be
cancelled forthwith whereupon the same shall be so cancelled
forthwith; and/or
(b) declare the Loan to be immediately due and payable whereupon the
same shall become immediately due and payable together with all
interest accrued thereon and all other amounts payable hereunder.
11.3. Default Indemnity
The Borrower shall indemnify the Bank against any loss or expenses, which
the Bank may sustain or incur as a consequence of:
(a) the occurrence of any Default;
(b) any default in payment on the due date (or in the currency in which
such payment is due) of the principal of the Loans or any part thereof
or interest accrued thereon or any other amount payable hereunder or
any repayment of a Loan other than on the Interest Payment Date
relating thereto,
including but not limited to any loss or expenses on account of funds
borrowed, contracted for or utilized to fund any amount payable hereunder.
A certificate of the Bank of the amount of any such loss or expense shall
be conclusive in the absence of manifest error.
12. ACCOUNTS AS EVIDENCE
Accounts maintained by the Bank in connection herewith shall constitute
prima facie evidence of sums owing to the Bank hereunder in the absence of
manifest error.
13. FEES
13.1. Front end fee
The Borrower shall pay to the Bank on the signing of the agreement a
front-end fee amounting to 0.75% of the Facility Amount.
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13.2. Commitment fee
The Borrower shall not be oblidged to pay a commitment fee on the daily
balance of the Available Commitment.
14. EXPENSES
14.1. Enforcement expenses
The Borrower shall reimburse the Bank on demand for the charges and
expenses (including value added tax or any similar tax thereon and
including the fees and expenses of legal advisers) incurred by it in
connection with the enforcement of, or the preservation of any rights
under, this Agreement.
14.2. Out-of-pocket expenses
All expenses, including inter alia legal and all reasonable
telecommunications, travel and other out-of-pocket expenses incurred
by the Bank in connection with the negotiation, preparation and
execution of the Loan shall be for the account of the Borrower and
payable within 30 days of submission by the Bank of its invoice to the
Borrower.
15. STAMP DUTIES
The Borrower shall pay or indemnify the Bank against any and all stamp,
registration and similar Taxes or charges which may be payable in
connection with the entry into, performance or enforcement of this
Agreement (including penalties for late payment).
16. WAIVERS, REMEDIES CUMULATIVE
No failure to exercise and no delay in exercising on the part of the Bank,
any right, power or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any right, power or privilege
preclude any other or further exercise thereof, or the exercise of any
other right, power or privilege. No waiver by Bank shall be effective
unless it is in writing.
17. NOTICES
17.1. Address
Except as otherwise stated herein, all notices or other communications
hereunder to any party hereto shall be in writing or by facsimile and
shall be deemed to be duly given or made when delivered (in the case
of personal delivery or letter) and when dispatched to such party
addressed as follows:
(a) if to the Borrower, to Bonus Stores INC., 0000 Xxxx Xxx Xxxx
Xxxxxx, Xxxxxx, XX 00000. USA. Fax No. x0 000 000 0000. Attn:
Chief Financial Officer;
(b) if to the Bank, to Islandsbanki-FBA hf., Xxxxxxxxxxx 0, 000
Xxxxxxxxx, XXXXXXX. Fax No: x000 000 0000. Attn: Corporate
Finance;
or at such other address and facsimile number as such party may
hereafter specify for such purpose to the other parties.
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17.2. Non-working Days
A notice or other communication received on a non-working day or after
business hours in the place of receipt shall be deemed to be served on
the next following working day in such place.
18. ASSIGNMENTS AND SUBSTITUTION
18.1. Successors
This Agreement shall be binding upon and inure to the benefit of the
Borrower and the Bank and their respective permitted successors and
assigns.
18.2. Assignments by the Borrower
The Borrower may not assign or transfer all or any part of its rights
or obligations hereunder without the prior written consent of the
Bank.
18.3. Assignments by the Bank
The Bank may not assign or transfer all or any part of its obligations
hereunder without thye prior written consent of the Borrower.
19. SET OFF
The Borrower hereby authorizes the Bank in the event of any non-payment of
any amounts hereunder when due to apply any credit balance (in whatever
currency) standing upon any account of the Borrower with any branch or
office of the Bank in or towards satisfaction of any sum, whether
principal, interest or otherwise, at any time due to the Bank from the
Borrower pursuant to this Agreement.
20. LANGUAGE
Each document referred to herein or to be delivered hereunder shall be in
the English language or accompanied by a certified English translation
thereof. In case of conflict and unless the Bank otherwise specifies, the
English language version of any such document shall prevail.
21. GOVERNING LAW
This Agreement shall be governed by Icelandic law.
22. JURISDICTION
The parties hereto agree that the District Court of Reykjavik shall have
jurisdiction to hear and determine any suit, action or proceeding, and to
settle any disputes, which may arise out of or in connection with this
Agreement and, for such purpose, irrevocably submits to the jurisdiction of
that court.
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23. SEVERABILITY
If any provision of this Agreement is prohibited or unenforceable in any
jurisdiction such prohibition or unenforceability shall not invalidate the
remaining provisions hereof or affect the validity or enforceability of
such provision in any other jurisdiction.
24. COUNTERPARTS
This Agreement may be executed in any number of counterparts and all of
such counterparts taken together shall be deemed to constitute one and the
same instrument.
IN WITNESS whereof the parties hereto have caused this Agreement to be duly
executed on the date first written above.
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EXHIBIT A
NOTICE OF DRAWING
To: Islandsbanki-FBA hf.
Xxxxxxxxxxx 0
000 Xxxxxxxxx
XXXXXXX
Pursuant to Clause 3 (Drawdown) of the Loan Agreement dated November , 2000,
(the "Loan Agreement") between ourselves as Borrower, and yourselves as the Bank
in respect of a commited revolving credit facility of up to USD 1,000,000.00 we
hereby give you notice of the following proposed borrowing:
(a) Date of Drawdown: [ ]
(b) USD amount: [ ]
(c) Payment Instructions: [ ]
Terms defined in the Loan Agreement shall have the same meaning herein.
We confirm that the matters represented by us and set out in Clause 9.1
(Representations and warranties) of the Loan Agreement are true and accurate on
the date hereof as if made on such date and that no Default has occurred and is
continuing or would result from the proposed borrowing.
Bonus Stores INC.
By:
15
SIGNATORIES
THE BORROWER
Bonus Stores INC.
By:
THE BANK
Islandsbanki-FBA hf.
By:
By:
16
USD 1,000,000.00
REVOLVING CREDIT FACILITY
Between
Bonus Stores INC.
as Borrower
and
Islandsbanki-FBA hf.
as Bank
Dated November 2000
INDEX
Clause Page
1. DEFINITIONS..............................................................1
2. COMMITMENT OF THE BANK...................................................3
3. DRAWDOWN.................................................................3
4. CONDITIONS PRECEDENT.....................................................4
5. REPAYMENT, PREPAYMENTS AND CANCELLATION OF COMMITMENTS...................4
6. INTEREST PERIODS.........................................................5
7. INTEREST.................................................................5
8. PAYMENTS.................................................................6
9. REPRESENTATIONS AND WARRANTIES...........................................7
10. UNDERTAKINGS.............................................................8
11. DEFAULT..................................................................9
12. ACCOUNTS AS EVIDENCE....................................................11
13. Front-end fee...........................................................11
14. EXPENSES................................................................12
15. STAMP DUTIES............................................................12
16. WAIVERS, REMEDIES CUMULATIVE............................................12
17. NOTICES.................................................................12
18. ASSIGNMENTS AND SUBSTITUTION............................................13
19. SET OFF.................................................................13
20. LANGUAGE................................................................13
21. GOVERNING LAW...........................................................13
22. JURISDICTION............................................................13
23. SEVERABILITY............................................................14
24. COUNTERPARTS............................................................14
EXHIBIT A....................................................................15
SIGNATORIES..................................................................16
