Exhibit 10.2
ABN-AMRO
C & D Holdings Limited
Dynasty House
Premier Way
Abbey Park Industrial Estate
Romsey
Hampshire
SO51 9AQ
Credit Services
IS.acr 31st May 2001
Dear Sirs,
Re: Uncommitted Credit Facility
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We are writing to confirm that we ABN AMRO Bank N.V., (the "Bank") are prepared
to make available to C & D Holdings Limited (the "Borrower"), an uncommitted
facility (the "Facility") in a total amount of up to GBP 19,500,000 (nineteen
million five hundred thousand pounds sterling ) as and when it suits the Bank's
position.
1. UTILISATION.
Utilisation of the Facility may be by way of Money Market advances in pounds
sterling ("Advances") for periods of one, two or six months at a rate 95 (ninety
five) basis points per annum plus LIBOR and any costs the Bank may incur in
complying with any requirements of the Bank of England and/or the Financial
Services Authority (or any other competent authority which replaces all or any
of their functions).
"LIBOR" means in relation to any Advances or unpaid sum on any day the rate per
annum at which deposits in Sterling, for like amounts and periods are offered to
the Bank by leading banks in the London Interbank Market, on or about 11 a.m. on
the first business day of, the relevant interest period, as conclusively
determined by the Bank.
2. CONDITIONS PRECEDENT.
The Facility will be available for utilisation when the Bank has received the
following documents in form and substance satisfactory to the Bank:-
(a) the enclosed duplicate of this letter with the Memorandum of Acceptance
thereon duly signed on the Borrower's behalf; and
(b) a certified copy of a resolution of the Borrower's Board of Directors
approving the Facility and authorising a person or persons to (i) sign the
Memorandum of Acceptance and any other documents required hereunder and
(ii) operate the Facility; and
IS.acr 31st May 2001 2
(c) authenticated specimen signatures of the person(s) specified in the
above-mentioned board resolution; and
(d) copies, certified as true and up to date by the Secretary of the Borrower,
of the Borrower's Memorandum and Articles of Association and Certificate of
Incorporation; and
(e) the Standby Letter of Credit referred to in Clause 4 below.
3. TERMINATION
(i) Whilst it is the Bank's present intention that the Facility should remain
available to the Borrower until further notice the Bank nevertheless
reserves the right to terminate the Facility at any time by giving the
Borrower 30 days notice in writing. After such notice of termination, no
further Advance may be drawn hereunder and the Borrower shall repay any
outstanding Advances upon expiry of the 30 day notice period.
(ii) If at any time and for any reason any of the following events occur:
(a) any steps or legal proceedings are started for the winding-up,
dissolution, administration or liquidation of the Borrower which have
not been dismissed within 7 days of commencement;
(b) any receiver is appointed over the Borrower or any of its material
assets;
(c) it is or becomes unlawful for the Borrower to perform or comply with
any or all of its obligations under the Facility; or
(d) the Borrower defaults for seven business days in the payment of any
sum due hereunder; then the Bank may by notice in writing to the
Borrower declare that the Facility is terminated and shall have the
right to demand immediate repayment of all outstanding Advances,
together with accrued interest and any other sums for which the
Borrower is liable hereunder.
4. SECURITY.
All the Borrowers' obligations hereunder shall be subject at all times to a
standby letter of credit from LaSalle Bank National Association in form and
content satisfactory to the Bank (the "Standby Letter of Credit ").
5. FINANCIAL INFORMATION.
As long as the Facility is available or any sum is outstanding hereunder the
Borrower will provide the Bank with the following:-
a) a copy of its audited balance sheet and profit and loss account within 270
days of the close of its financial year; and
b) such other information relating to its financial condition as the Bank may
from time to time reasonably require.
IS.acr 31st May 2001 3
6. LAW.
This Facility shall be governed by and construed in accordance with English law.
7. RIGHTS OF THIRD PARTIES
Unless expressly provided to the contrary in this Agreement, a person who is not
a party to this indemnity may not enforce any of the terms under The Contracts
(Rights of Third Parties) Act 1999.
Please confirm your acceptance of the above terms and conditions by signing and
returning the enclosed duplicate of this letter together with the documents
called for in Clause 2 above not later than 30 days after the date of this
letter, after which date the Bank reserves the right to withdraw the offer
contained herein.
Yours faithfully,
ABN AMRO Bank N.V.
London Branch.
/s/ Christine Hemment /s/ Helen Rose
MEMORANDUM OF ACCEPTANCE.
We hereby agree to, and confirm our acceptance of the terms and conditions set
out in the above letter.
/s/ Robert T. Marley 6/5/01
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for and on behalf of Dated
C & D Holdings Limited