PRIVATE AND CONFIDENTIAL The Directors, INVU Services Ltd.,
The Beren,
Blisworth Hill Farm,
Stoke Road,
Blisworth,
Northamptonshire, NN7 3DB.
19 July, 2000
Overdraft Facility
The Bank is pleased to offer an overdraft facility to the undernoted Borrower on
the following terms and conditions ("this Offer"):
1. Main Financial Provisions
1.1 Name and Address of each Borrower:
INVU Services Ltd. INVU plc INVU International Holdings Ltd.
The Beren, The Beren, The Beren,
Blisworth Hill Farm, Blisworth Hill Farm, Blisworth Hill Farm,
Stoke Road, Stoke Road, Stoke Road,
Blisworth, Blisworth, Blisworth,
Northamptonshire, Northamptonshire, Northamptonshire
NN7 3DB. NN7 3DB. NN7 3DB.
Where there is more than one Borrower any reference to "the
Borrower" shall mean and include each of the above and their
obligations under this facility shall be joint and several.
1.2 Overdraft limit:(pound)800,000
1.3 An Arrangement Fee of (pound)4,000 is payable on acceptance of
this Offer. Bank charges in relation to the facility will also
be payable in accordance with the Bank's tariff issued to the
Borrower from time to time.
1.4 The expression "the Cleared Debit Balance" is used in the
following paragraphs. It means, at any time, the amount due to
the Bank by the Borrower on any applicable account, ignoring
any payments which are not "cleared funds". The expression
"cleared funds" means cash and other payments into an
applicable account but not including cheques until the Bank
has actually received payment from another bank.
1.5 All overdrafts are repayable on demand, so the Borrower must
immediately pay the Bank the Cleared Debit Balance on the
Borrower's account(s) (plus interest and charges accrued but
not yet added), whenever the Bank requires the Borrower to do
so. The facility will cease to be available as from the date
of any such demand. Please note that in some circumstances the
Bank may demand payment before the Review Date given in
paragraph 1.6 below; this may happen if the Bank considers
that:
(a) any of the terms or conditions of the facility have
been breached; or
(b) the financial condition of the Borrower has altered in
any material way; or
(c) the facility was agreed on the basis of incorrect or
incomplete information from the Borrower; or
(d) the basis upon which the facility was agreed by the
Bank has altered in any material way.
1.6 The Bank will review the facility on 31st July, 2001 ("the
Review Date"); the facility will cease to be available at that
date at the latest (unless before then the Bank has
specifically agreed to renew or extend the facility).
1.7 Interest will be calculated by the Bank on a day-to-day basis
on the Cleared Debit Balance on the Borrower's account(s).
Interest accruing will be applied to the Borrower's account(s)
monthly. A notice of the accrued interest will be issued each
month and interest applied 14 days after the date of the
notice. The interest rate will be 1.5% per annum over the
Bank's Base Rate, as fluctuating from time to time.
1.8 The Bank's Base Rate at the date of this Offer is 6% per
annum. Changes are notified in national newspapers and all the
Bank's Branches.
1.9 The Borrower must at all times provide sufficient funds to
ensure that the Cleared Debit Balance on the Borrower's
account(s) never exceeds the overdraft limit set out in 1.2
above (unless the Bank otherwise agrees).
1.10 The Borrower must not exceed the overdraft limit specified in
this Offer, and the Bank may refuse to pay a cheque (or allow
any other payment or withdrawal) which would have the effect.
If the Bank does not pay such a cheque or allows such payment
or withdrawal, that does not mean that the overdraft limit has
changed, or that the Bank will agree to pay any other cheque
or meet any other payment instruction which would have the
effect of exceeding that limit. Unless otherwise agreed by the
Bank, any debit balance of the facility over the agreed limit
and, where the facility has ceased to be available (whether on
the Review date or by earlier demand) the total debit balance
of the facility, will attract interest at the Bank's
unauthorized rate, which will be 3% per annum over the Bank's
Base Rate, as fluctuating from time to time.
1.11 As from the date on which the facility is made available by
the Bank, the Borrower ceases to be entitled to use any
overdraft facility previously made available by the Bank.
2. Use of Facility
The facility may be used for working capital purposes.
Where the facility is to be used for the purchase of an asset (or
assets) or property then any proceeds of sale of such asset (or assets)
or property shall be paid to the Bank in reduction or repayment of the
facility.
3. Financial Information
Throughout the period the facility is available (including any
extension of the facility) the Borrower must provide the Bank with the
following information in relation to the Borrower.
Monthly management accounts to be provided within four weeks
of the end of the period to which they relate;
Annual audited financial statements, within four months after
the end of the financial year to which they relate.
4. EMU Compliance
If the introduction of, changeover to or operation of a single or
unified European currency results in:
(1) the currency in which the facility is provided
changing or being replaced or the Bank (in its
reasonable opinion) requiring to amend either this
facility letter or the Security due to changes in
price sources for any European Union member state
national currency or the ECU or market conventions
relating to the calculation of interest; and/or
(2) the Bank incurring an additional or increased cost in
relation to its providing the facility;
then the Borrower agrees that in the case of (1) above, it will permit
the facility letter and/or the Security to be amended to the extent
necessary (in the Bank's reasonable opinion) to reflect those changed
circumstances.
5. Additional Conditions
Overdraft facilities available on a "group" basis.
The Bank agrees with the Borrower(s) that the Borrower(s) may operate a
number of bank accounts on which the facility may be available. For the
purpose of ascertaining compliance with the facility and the Overdraft
limit the Bank shall notionally set off the credit balances of the
Borrower(s) account(s) against the debit balances of the Borrower(s)
account(s) and the Bank shall be entitled to refuse to pay any cheques,
orders or withdrawals on any one or more of the Borrower's accounts
where such payments would result in the Overdraft limit (taking into
account the amounts notionally offset) being exceeded. The Bank may
exercise its legal right to actually offset creditor balances against
any debtor balances of the Borrower(s) account(s) at any time.
6. Security
The Borrower will grant or cause to be granted to the Bank security in
a form acceptable to the Bank (which, unless otherwise stated below,
must be first-ranking and cover not only the amounts owing to the Bank
under this Offer but also all other sums due and to become due to the
Bank) as follows:
Corporate Cross Guarantee to be entered into by the Group Companies.
Corporate Guarantee to be given by Vertical Investments Ltd. in favor
of INVU Services Ltd.
Any security which may subsequently be held by the Bank shall be
available to secure the amounts owing to the Bank under this Offer and
all other sums due to the Bank, to the full extent that the terms of
such security permit.
A charge of (pound)Nil will be made to cover the Bank's security
administration costs and will be debited on acceptance of this Offer.
This is in addition to the costs and expenses of any firm of solicitors
employed by the Bank to complete the documentation and procedures for
the above security requirements which will be paid by the Borrower.
7. Time Limit for Acceptance of Offer
To accept this Offer, each Borrower named in paragraph 1.1. should
please sign below where indicated, and the completed Offer should be
returned to the Bank at the above address within one calendar month
from the date of this Offer. A duplicate of this Offer is enclosed for
the Borrower to keep. Where the Borrower does not return this Offer
indicating acceptance, then, this Offer will nevertheless be deemed to
be accepted should be Borrower proceed to use the facility within or
after that one month period, and any drawing shall be deemed to use the
facility within or after that one month period, and any drawing shall
be deemed to be a drawing under this Offer as opposed to under any
previous facility. Where there is more than one Borrower, then (unless
the Bank agrees otherwise) deemed acceptance of this Offer shall apply
only to each Borrower using the facility within or after that one month
period.
You should consult your lawyer, accountant or other independent professional
advisor before entering into this agreement.
/s/ Date of Offer: 19th July, 2000
- --------------------------------------------
For and on behalf of the Bank
I/We accept the above Offer.
Signed: Date of signing: 25-07-00
------------------------------------
- --------------------------------------------
/s/ J. C. Agostini
- --------------------------------------------
- --------------------------------------------
For and on behalf of INVU Services Ltd.
--------------------------------
For and on behalf of INVU plc
--------------------------------
For and on behalf of INVU International --------------------------------
Holdings Ltd.