EXHIBIT 10.5 ------------ BARCLAYS BANK PLC Colmore Row Business Centre P.O. Box No. 34, 15 Colmore Row, Birmingham B3 2BY Telephone: (0121) 236 9876 Facsimile: (0121) 236 2390 Private & Confidential The Directors Your Ref: Simpson Strong-Tie International Inc. Our Ref: DJH/CBU/HMC Phoenix Road Ext. No: Hawks Green CANNOCK WS11 2LR 18 June 1996 Dear Sirs SIMPSON STRONG-TIE INTERNATIONAL INC. We are writing to confirm that we have agreed facilities for the above company as described below. The facilities are repayable upon demand at any time, but subject to this overriding condition, the limits have been marked forward for review by 30th June 1997. FACILITIES Simpson Strong-Tie Overdraft GBP250,000 (two hundred and fifty thousand pounds HM Customs & Excise Guarantee GBP10,000 (2 x GBP5,000) Company Barclaycard GBP15,000 BACs GBP70,000 Payflow GBP10,000 Purpose To assist with the working capital requirements of the company Interest/Commission/Fees Interest will charged at a rate of 2% above Barclays Bank's Base Rate current from time to time. No amounts may be drawn in excess of the agreed facility but if exceptionally the Bank pays amounts which are not agreed in advance, and which create an excess position, then a borrowing margin of 15% will apply to the unauthorised amounts calculated daily. Interest will be charged quarterly in arrears in March, June, September and December, or at such other intervals as the Bank my notify to you. Base Rate is currently 5.75% and variations in Base Rate are published in the press. Commission will be charged in line with the Bank tariff current from time to time, a copy of which is in your possession. The tariff is usually reviewed annually in May. Additionally, the non-transactional costs incurred reviewing, controlling and monitoring the account will be recovered by way of an account management time charge. The commission and management time charge will be debited quarterly in arrears in March, June, September and December. A renewal fee of GBP500 will be charged on acceptance of this letter. Security The facility will be secured/guaranteed by: (1) Standby Letter of Credit in the sum of GBP275,000 from the Union Bank re the Simpson Strong-Tie overdraft (2) and any other security which is now held or hereinafter may be held by the Bank, all of which security is to be available as cover for all liabilities of the Borrower whether actual or contingent to the Bank at any time. Condition Precedent The facility is conditional upon both Standby Letters of Credit being renewed at their expiry dates. Information The Borrower will provide the Bank with: Copies of its audited, trading and 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. Acceptance This offer will be available for acceptance until 18th July 1996 after which date the offer will lapse unless extended in writing by the Bank. Acceptance will be signified by signing and returning the attached copy letter Yours faithfully, /s/S C Brettell - ---------------------- S C BRETTELL CORPORATE MANAGER