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Exhibit 10-4
Your Ref:
Our Ref: ROD/WD
15th February 2000
PRIVATE & CONFIDENTIAL
The Directors
Jyris Limited
2 Twford Place
Lincolns Inn
Cressex
High Wycombe
l-1P12 3RE
Birmingham
Corporate Banking Centre
P0 Box 5960
15 Colmore Row
Birmingham
B3 2EP
Tel 0121 480 5484
Fax 0121 480 5495
BARCLAYS
Dear Sirs
We are pleased to advise you that Barclays Bank Plc ("the Bank") has agreed to
provide a sterling money market loan facility of up to (pound)4,000,000 four
million pounds sterling (the "Facility") to Jyris Ltd ("the Borrower") as
detailed below.
Following completion of the acceptance formalities detailed below, the Facility
will be available for drawing by the Borrower, subject to the following terms
and conditions:
1. Utiiisation of the Facility
The Facility may be drawn in one or more amounts, each drawing to be a
minimum amount of (pound)250k and multiples of (pound)250k thereafter for
periods up to a maximum of 12 months at the Borrower's option.
When wishing to draw under the Facility, the Borrower should telephone the
Colmore Row Branch of the Bank (the "Branch") no later than 4.00 pm on or
shortly before the business day on which the funds are required, stating
the amount of the drawing, the period required and giving instructions for
payment of the funds. In the event these instructions do not stipulate
that the funds must be credited to the Borrower's current account with the
Colmore Row, Birmingham branch of the Bank (the "Branch"), such
instructions must be confirmed by letter to the Branch at the earliest
opportunity.
The rate of interest on each drawing will include the Bank's margin of
1.75% per annum added to the cost of funds to the Bank (such cost of funds
to be conclusively determined by the Bank which will be dependent upon the
conditions prevailing in the London financial markets and shall include
any mandatory costs to compensate the Bank for the cost resulting from the
imposition from time to time under the Bank of England Act 1998 and/or by
the Bank of England and/or the Financial Services Authority (the "FSA")
(or other United Kingdom governmental authorities or agencies) of a
requirement to place non-interest bearing cash ratio deposits or Special
Deposits (whether interest bearing or not) with the Bank of England and/or
pay fees to the FSA calculated by reference to liabilities used to fund
the sum) for the period of the drawing. Interest will be payable without
deduction at six monthly Intervals, if appropriate and at the maturity of
each drawing, and calculated on the basis of actual days elapsed over a
365 day year (or on such other day count basis as the Bank considers is
consistent with then applicable market practice for a facility of this
kind).
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Each drawing, together with interest thereon, will be repaid on its
maturity date by debit to the Borrower's current account at the Branch.
2. Availability
All monies owing under the Facility are repayable upon written demand by
the Bank and/or any undrawn portion of the Facility may be cancelled by
the Bank, at any time. Following demand and/or cancellation, no further
utilisation may be made under the Facility.
The Borrower shall indemnify the Bank on demand against any loss or
expense which the Bank may reasonably sustain or incur as a consequence of
making such demand.
Any monies not paid following a demand under this clause shall continue to
bear interest in respect of any outstanding interest period under the
FacilIty current on the date of demand. Following maturity of each
outstanding drawing under the Facility the amounts of such drawings will
continue to bear interest at 1.75% per annum over the Bank's Base Rate
current from time to time until payment is made. Interest shall, if
unpaid, be compounded on the Bank's quarterly charging dates. Interest
will continue to be charged and compounded on this basis after as well as
before demand or judgement.
In the absence of demand or cancellation by the Bank, the Facility is
available for utilisation until 15th February 2001. However, the Bank will
be pleased to discuss the Borrower's future requirements shortly before
that date.
3. Drawdown
Prior to each drawdown under the Facility the Bank will require:
- completion of legal, financial and environmental (if appropriate)
due diligence on target(s) to the Bank's satisfaction.
- "Financial Assistance" gateway procedures to be undertaken and
supported by legal opinion confirmation in order to bring the assets
of target(s) into the Bank's security net.
4. Security
The repayment of the Borrower's obligations hereunder will be guaranteed
and secured by cross guarantees and debentures which are to be/have
already been executed by the Borrower and the following subsidiaries of
Integrity Holdings Limited.
Jyris Limited
Saracen Computer Systems Limited
The Wyse Group Plc
Softly Aware Limited
Evesham Finance Limited
Webbed Feet Productions Limited
Outsource Software (Int) Limited
Jyris Technology Limited
Premier Software Limited
Datasoft Limited
Digital Network Printing Limited
Total Asset Limited
Computer Foundations Limited
Hoki Newmedia Limited
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Ibis Systems Limited
Information Support Limited
Integrity Financial Services Limited
Network Solutions Support Limited
Premier Information Systems Limited
Todds of Lincoln Limited
Wyse Leasing Limited
Opus Leasing Limited
Tiny Finance Limited
Progress Systems Limited
together referred to as the "Guarantors".
The Bank reserves the right to require the Borrower to procure that any
company hereafter becoming a subsidiary (as defined by Section 736 of the
Companies Act 1985 as amended by Section 144 of the Companies Act 1989 or
any statutory modification or re-enactment thereof with effect from the
date on which it comes into force) of the Borrower will become a Guarantor
by executing a cross guarantee and debenture for the Facility in the form
required by the Bank with such period as the Bank may then specify.
A Downstream Guarantee executed by Integrity Holdings Limited in favour of
all its subsidiaries.
Such guarantee(s) will be secured by all security, which is now held, or
hereafter may be held, b~ the Bank to secure all monies and liabilities
which shall from time to time be due, owing or incurred by the
Guarantor(s) to the Bank, whether actually or contingently.
Intellectual Property Rights in respect of:
Jyris Technology Limited
Premier Information Systems Limited
Information Support Limited
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 monies and
liabilities which shall from time to time be due, owing or incurred to the
Bank by the Borrower, whether actually or contingently.
5. Negative Pledge
Neither Jyris Limited nor any of the subsidiaries of Integrity Holdings
Limited listed above as "Guarantors" will create or permit to subsist
other than to the Bank any lien (except a lien arising solely by operation
of law), mortgage or charge or other encumbrance on the whole or any part
of its undertaking or assets, present or future, including uncalled
capital, or any contingent right on the part of any person to call for any
such mortgage or charge.
6. Fees
(a) Negotiation Fee
A negotiation fee of (pound)70,000 will be payable by the Borrower to the
Bank on acceptance of this offer.
(b) Legal and Valuation Costs
Any legal and valuation fees and expenses and other out of pocket expenses
(including VAT)
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incurred by the Bank in connection with the negotiation and granting of
the Facility will be reimbursed by the Borrower on demand by the Bank.
7. Information
The Borrower 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 together with any other information which the Ban may
reasonably request from time to time.
8. Change of Circumstances
In the event of any change in applicable law or regulation or the existing
requirements of, or any new requirements being imposed by, the Bank of
England or any central bank, governmental, fiscal, monetary, regulatory or
other authority the result of which, in the sole opinion of the Bank, is
to increase the cost to it of funding, maintaining or making available the
Facility (or any undrawn amount thereof) or to reduce the effective return
to the Bank, then the Borrower shall pay to the Bank such sum as may be
certified by the Bank to the Borrower as shall compensate the Bank for
such increased cost or such reduction.
9. Governing Law and Jurisdiction
This facility letter shall be governed by and construed in with English
law.
The English court is to have jurisdiction to settle any disputes which may
arise in connection with this facility letter (and the documents referred
to herein) and each Borrower hereby irrevocably submits, for the Bank's
exclusive benefit, to the jurisdiction of the English court (but without
prejudice to the Bank's right to commence proceedings against any Borrower
in any other jurisdiction) and irrevocably waives any objections on the
ground of venue or forum non conveniens or any similar grounds.
Any writ, judgment or notice of legal process shall be sufficiently served
on a Borrower which is ~ Company registered outside England and Wales if
delivered to the Agent at its registered office its existing or last known
place of business in England and each such Borrower irrevocably appoints
Jyris Limited to act as its agent for service of such process.
10. Power to make changes to the letter
If the UK moves to the third stage of Economic Monetary Union, the Bank
shall be entitled to make such changes to this letter as it reasonably
considers are necessary to reflect the changeover to the euro (including,
without limitation, the rounding (up or down) of fixed monetary amounts to
convenient fixed amounts in the euro and amending any provisions to
reflect the market conventions for a facility of the kind contemplated in
this letter).
11. Acceptance
Prior to the Facility being utilised, the Borrower shall provide the
Branch with the following:
(a) the enclosed duplicate of this letter duly signed on the Borrowers
behalf as evidence of acceptance of the terms and conditions stated
herein, and
(b) a certified true copy of a resolution of the Borrower's Board of
Directors:
(i) accepting the Facility on the terms and conditions stated
herein,