All money owing by each Borrower under the Facility is repayable upon written demand by the Bank at any time. Any undrawn amount of the Facility may be cancelled by the Bank at any time. After such demand or cancellation, no further drawing may be made by any Borrower under the Facility.
Any money not paid following a demand under this paragraph shall continue to carry interest as calculated in accordance with paragraph 1. Interest shall, if unpaid, be compounded on the Bank's normal quarterly charging dates. Interest will continue to be charged and compounded on this basis after as well as before judgment.
The Borrowers jointly and severally agree to indemnify the Bank on demand against any loss or expense which the Bank may sustain or incur as a consequence of any such cancellation or demand or any default or delay by a Borrower in the payment of any amount when due under this facility letter.
In the absence of demand or cancellation by the Bank, the Facility is available for utilisation until 31 December 2003 ("the Review Date"). The Bank will be pleased to discuss the Borrowers' future requirements shortly before the Review Date and the Facility may continue for a further period if expressly agreed in writing by the Bank (in its entire discretion without any obligation to do so).
The rights of set-off conferred on the Bank by each Borrower under the CAS Agreement and the CAS Guarantee to which it is a party may be exercised by the Bank without the Bank first making a demand for payment of any liability represented by the debit balance which is to be satisfied by the exercise of such right. The amount for the time being standing to the debit or credit of each CAS Account will be treated, for all purposes of such CAS Agreement and each such CAS Guarantee, as immediately due and payable.
4.CAS Accounts
Each Borrower represents and warrants to the Bank that it is and will remain the beneficial owner of all amounts for the time being standing to the credit of its CAS Account with the Bank. Each Borrower also undertakes that it will not at any time assign, charge or otherwise alienate or encumber any of its rights to such amounts (except in favour of the Bank) or permit any charge or other encumbrance to subsist over such rights.
5.Security
The Borrower's obligations hereunder will be secured by any security which is now held, or hereafter may be held, by the Bank to secure all moneys and liabilities which shall from time to time be due, owing or incurred to the Bank by the Borrower, whether actually or contingently:
- Debenture on Bank standard form dated 18 February 1998 from Pro-bel Limited
- Debenture on Bank standard form dated 2 March 1979 from Chyron UK Holdings Limited
- Unlimited CAS Guarantees dated 27 March 1998 between Pro-bel Limited and Chyron UK Holdings Limited
- First legal charge on Bank standard form dated 28 August 1998 over premises at Danehill, Lower Earley, Reading in the name of Pro-bel Limited.
6.Information
The Parent undertakes to provide the Bank with:
- copies of its audited consolidated profit and loss account and balance sheet as soon as they are available and not later than 180 days from the end of each accounting reference period.
- copies of Quarterly Management Accounts for Chyron Corporation within 45 days of each quarter end.
- copies of Monthly Management Accounts for Chyron UK Holdings Limited/Pro-bel Limited within 30 days of each month end.
7.Change of Circumstances
In the event of any change in applicable law or regulation or in the existing requirements of, or any new requirements being imposed by, any central bank, governmental, fiscal, monetary, regulatory or other authority in any applicable jurisdiction (whether or not having the force of law) including, without limitation, any resulting from the introduction or operation of the euro, the result of which, in the sole opinion of the Bank, is to increase the cost (directly or indirectly) to it of funding, maintaining or making available amounts drawn under the Facility (or any undrawn amount of the Facility) or to reduce the effective return to the Bank, then each Borrower shall pay to the Bank such sum as may be certified by the Bank to such Borrower as being necessary to compensate the Bank for such increased cost or such reduction.
8.Authority of Parent to agree changes to the composition of the Borrowers and to extend, renew and/or vary the Facility
By countersigning this facility letter, each Borrower (other than the Parent) irrevocably authorises the Parent (which is hereby appointed the agent of each Borrower for such purposes) from time to time (i) to agree with the Bank in writing to add any further subsidiary or subsidiaries as a Borrower or Borrowers, and/or (ii) to remove any subsidiary as a Borrower, and/or (iii) to extend or renew the Facility, or increase or reduce the limit and (if applicable) sub-limits and the interest margin applicable to the Facility and/or to vary the other terms applicable to the Facility as the Parent may determine,and/or (iv) to sign any document and perform any act on behalf of the Borrowers (or any of them) required to effect or implement any of the foregoing or to record or restate the terms for the time being applicable to the Facility (as extended or renewed if applicable). Each change so agreed by the Parent shall be binding on each Borrower and the Bank may assume that all requisite approvals (if any) have been obtained by the Parent from the other Borrowers. The authority hereby conferred on the Parent shall continue after the Review Date. The terms applicable to the Facility will continue in full force and effect, save as expressly amended thereby.
Any demand for payment or any other demand or notice to a Borrower may be sufficiently made or given by the Bank to such Borrower by posting it to or leaving it at the Parent's last known place of business or (at the Bank's option) at the Parent's registered office.
9.Admission of a New Participating Subsidiary
The admission of a new subsidiary ("a New Participating Subsidiary") shall take effect at the commencement of the fifth business day after the delivery to the Bank of the following documents in form and substance satisfactory to the Bank:
(a) an agreement supplemental to this facility letter signed by the Parent and the New Participating Subsidiary;
(b) an agreement supplemental to the CAS Agreement signed by the Parent and the New Participating Subsidiary, together with a CAS Guarantee signed by the New Participating Subsidiary and a CAS Guarantee signed by the Parent;
(c) a certified true copy of a resolution of the New Participating Subsidiary's Board of Directors:
(i) accepting the Facility on the terms and conditions stated herein, approving the terms of the documents referred to in sub-paragraphs (a) and (b) above to which the New Participating Subsidiary is a party and authorising a specified person, or persons, to sign and return to the Bank each such document on its behalf;
