DEBT PURCHASE AGREEMENT
BETWEEN
LLOYDS TSB COMMERCIAL FINANCE LTD
AND
ELCOM HOLDINGS LTD
Earliest Commencement Date 1 March 2001
LLOYDS TSB COMMERCIAL FINANCE LIMITED
DEBT PURCHASE AGREEMENT
A. PARTIES
We, LLOYDS TSB COMMERCIAL FINANCE LIMITED of Boston House, The Little Green,
Richmond, Surrey, agree with you, the party referred to as the Client in the
Client Particulars below, to enter into the following agreement.
B. DATE
This agreement is made on the day the last of us executes it.
C. DEFINED EXPRESSIONS
Except where the context otherwise requires, an expression set out in this Debt
Purchase Agreement, including the General and Financial Particulars below, or in
our Standard Terms and Conditions for the Purchase of Debts (the "Conditions")
and which is included in condition 21 (Definitions) is to have the meaning given
to it there. Reference to a clause is to a clause in this document. Reference to
a condition is to a condition appearing in the Conditions which are supplied
with and form an integral part of this agreement and are signed on behalf of
each of us.
D. AGREEMENT
D.1 During the currency of this Debt Purchase Agreement you agree to sell and we
agree to buy all your Debts which are in existence on the Commencement Date or
which arise after that date from Contracts of Sale with your Customers. Such
sale and purchase shall be upon the terms set out both below and in the
Conditions.
D.2 The ownership of each Debt existing on the Commencement Date shall vest in
us on that date. The ownership of any Debt arising after the Commencement Date
shall vest in us automatically upon such Debt coming into existence. Upon a Debt
Vesting in us then its Related Rights shall also automatically vest in us.
D.3 If Part I of the Financial Particulars below has been completed, then this
Debt Purchase Agreement shall apply to all Domestic Debts payable in Sterling.
D.4 If Part II of the Financial Particulars below has been completed, then this
Debt Purchase Agreement shall apply to:
(i)Non-Sterling Domestic Debts expressed in the Permitted Foreign Currencies
stated in such Financial Particulars; and/or
(ii)Foreign Debts stated in such Financial Particulars.
D.5 You have entered into this Debt Purchase Agreement on the basis that you
have read and understood all of its terms (including the Conditions) and also
have had the prior opportunity to take independent legal advice as to your and
our respective rights and obligations.
E. EXCLUSION OF PRIOR AGREEMENTS
The terms of this Debt Purchase Agreement (including the Conditions and any
special terms set out below) are the only terms agreed between us. They exclude
all earlier agreements, warranties and representations, express or implied, oral
or in writing.
F. COMMENCEMENT AND DURATION
This agreement shall begin on the Commencement Date and shall continue for the
Minimum Period. Both are specified in the General Particulars. Thereafter it
shall continue until ended by either of us at any time giving to the other
written notice of not less than the Notice Period, specified in the General
Particulars, to expire at the end of any calendar month after the end of the
Minimum Period. We shall also have the right immediately to terminate this
agreement, by written notice to you at any time following a Termination Event.
G. THE GENERAL PARTICULARS
G.1 Commencement Date The later of:
(See clause F) (i) 31 January 2001
(ii) the date on which we shall
notify you that we are
satisfied that the conditions
precedent set out in clause K
below headed "Conditions
Precedent" have been fulfilled.
G.2 Minimum Period: 12 months from the Commencement
(See clause F) Date.
G.3 Notice Period: 3 months.
(See clause F)
G.4 Additional Non Notifiable Maintenance and service invoices
Debts.
(See Condition 4.1(k))
G.5 Your Payment Terms: 30 days end of month
(See Condition 14.5(h))
G.6 Arrangement Fee: (pound)10,000 (inclusive of Elcom
(See Condition 11.1(a)) Information Technology Ltd)
G.7 Notice of Assignment No Notice of Assignment will
Provisions: be given
(See Conditions 5.2, 5.3, or
5.4, 6.2(e), 14.4(k) and 14.5(g)
G.8 Funding Limit (see (pound)10m in respect of
Conditions 9.2 and the total of debit balances on
9.4) all Funds in Use Accounts (including
Elcom Information Technology Ltd)
H FINANCIAL PARTICULARS
PART I FOR DOMESTIC DEBTS PAYABLE IN STERLING
H.1 Initial Payment Percentage: 85 per cent of the Notified
(See Condition 9.2 and Value of Approved Debts.
9.4)
H.2 Discount Charge: 1.5 per cent above the Base
(See Condition 11.1(d) Rate from time to time of Lloyds TSB
and 11.5) Bank plc.
H.3 Allowance: 1.5 per cent below the Base
(See Conditions 9.6 Rate from time to
time of Lloyds TSB and 11.6) Bank plc.
H.4 Funds Transmission Charge: Nil per transaction.
(See Condition 11.1(e))
H.5 Funding Limit: (pound)10m (includes Elcom Information
(See Conditions 9.2 and 9.4) Technology Ltd)
H.6 Service Charge: (pound)2k per month (inclusive of Elcom
(See Condition 11.1(b) Information Technology Ltd)
H.7 Minimum Annual Service (pound)24k (inclusive of Elcom
Information Technology Ltd)
Charge:
(See Condition 11.1(c)
H.8 Date on which an unpaid 3 calendar months after
Approved Debt will the end of the month in which
automatically become a the relevant invoice is dated.
Disapproved Debt (and any
initial payment will have to be
returned). (Condition 7.2(g)).
I. FINANCIAL PARTICULARS PART II NOT APPLICABLE
FOREIGN DEBTS OR NON STERLING DOMESTIC DEBTS
Applicable 1. 2. 3. 4.
Conditions ("Con")
or Clause ("Cl")
I.1 MARKETS OR TERRITORIES Con 21-Definition)
of "Foreign Debt")
and "Non Sterling )
I.2 Permitted Foreign Currency: Domestic Debt" )
I.3 Initial Payment Percentage: - Con.9.2 and 9.4
I.4 Discount Charge: - Con 11.5
I.5 Allowance: - Con 11.5
I.6 Funds Transmission Charge: - Con 11.1(e)
I.7 Service Charge: - Con 11.1(b)
I.8 Minimum Annual Service - Con 11.1(c)
Charge:
I.9 Funding Limit: - Con 9.2 and 9.4
I.10 Date on which an Approved
Debt will automatically - Con 7.2(g) become a
Disapproved Debt:
J. POWER OF ATTORNEY
You irrevocably appoint us and our directors, company secretary and officers
from time to time jointly and each of them severally to be your attorneys for
the purpose of:
(a)perfecting our title to any Debts or Related Rights; and/or
(b)securing the performance of any of your obligations, to us, or under
a Contract of Sale
and for these purposes your appointed attorneys may:
(i)execute or sign deeds and documents;
(ii)complete or endorse cheques and other instruments;
(iii)institute or defend proceedings;
(iv)complete and perform such other acts;
(v)give notice of the Assignment of Debts to us;
as we may in all cases reasonably consider necessary.
K. CONDITIONS PRECEDENT
1. Satisfactory reference from Deutsche Bank
2. Satisfaction with the terms of the Agency Agreement and confirmation from
lawyers that it does not compromise our rights under the security
documentation
3. Confirmation from lawyers of the validity of the rebate invoices and the
documentation trail required.
4. Lawyers to re-draft Torex Xxxx & Hold letter to ensure the debt is valid
L. SPECIAL TERMS (IF ANY)
1. Reserves per audit: contras(pound)109k
2. A reserve of (pound)200,000 will be held in respect of maintenance and
service invoices, to be reviewed at each quarterly audit.
M. COVENANTS
1. PBT to be positive
2. Minimum net worth to be(pound)9m for Elcom Information Technology Ltd
consolidated
3. Maximum debt turn to be 75 days
All covenants to be measured on the quarterly external reporting days (31 Dec,
31 Mar, 30 Jun, 30 Sep)
M. CLIENT PARTICULARS
NAME: ELCOM HOLDINGS LIMITED
INCORPORATED IN: ENGLAND AND WALES
WITH COMPANIES REGISTRY NO: 2838561
PRINCIPAL PLACE OF BUSINESS: Xxxxxxxxxx Xxxxx, 000 Xxxxxxxxx Xxxxxx,
Xxxxxx, XX0 0XX
TRADING STYLE (IF ANY) USED:
N Offer of Debts on Commencement (Condition 3.1)
Client No:_________________C.C.___________________
To: Lloyds TSB Commercial Finance Limited Date:......................
From: Limited/plc Schedule No:.......1.......
Under the terms of the Agreement for the Purchase of Debts dated ...............
200 , including in particular, Condition 3.1, we hereby offer to sell the debts
shown in our Sales Ledger as set out below:
This day Month to date
Sales ledger as at: Balance bfwd___________
+ Sales Invoices
- Sales Credit Notes
- Cash Recieved
- Discount Allowed
+/- Adjustments
: Contras
: Inter co
: Journals
: B.D.W.O.
Total Net position per day/month
Balance agreed to aged debtors as at _____/____/200____
Total of Sales Ledger as at...................................(pound)__________
Less Non Notifiable Debts________(pound)__________
Debts notified to LTSBCFL as Agent:
---------------------------------
AUTHORISED SIGNATURE
This document has been executed as a deed by or on behalf of each of us to
indicate our binding agreement to its terms.
SIGNED and DELIVERED as a Deed on )
1st day of March 2001 by )
/s/ Xxxxx Xxxxxx
us, LLOYDS TSB COMMERCIAL FINANCE LIMITED, ) Signature of Director
acting by Xxxxx Xxxxxx )
(Attorney) and Xxxxx Xxxxxxxx )
) /s/ Xxxxx Xxxxxxxx
(Attorney) ) Signature of *Director/
*Company Secretary
CORPORATE CLIENT
SIGNED and DELIVERED as a deed on )
7th day of February 2001 by you ) /s/ Xxxxxx X. Xxxxxxx
) Signature of Director
ELCOM HOLDINGS LIMITED acting by ** )
Xxxxxx X. Xxxxxxx )
)
(a Director) and ** )
Xxxxx X. Xxxxxxx )
) /s/ Xxxxx X. Xxxxxxx
(a *Director) ) Signature of *Director/
) Company Secretary
Key
** Insert Full Names.
* Delete as Applicable.
{17032.00019:AHP1025.DOCv}
