[LETTERHEAD]
J V Tanna Esq, Chairman,
Altris Software Ltd,
Altris House,
53-55 Uxbridge Road,
Ealing,
London W5 5SA
Your Ref: Our Ref: WNJP/DLM 26 August, 1997
Dear Mr Tanna,
OVERDRAFT FACILITY AND OTHER FACILITIES
We Lloyds Bank Plc (the "Bank") are pleased to continue to offer Altris Software
Limited an overdraft facility on account number 1408939 on the following terms
and conditions.
AMOUNT The maximum aggregate amount outstanding under the facility
at any one time (calculated on the basis of cleared funds)
shall not exceed L400,000.
AVAILABILITY Any amounts from time to time owing under the facility are
repayable on demand but it is the Bank's present intention
to make the facility available until 31st August 1998. All
monies from time to time owing to the Bank under this
facility shall be repaid no later than this date or such
later date as may from time to time be advised in writing by
the Bank. The amounts owing at any time may include
interest, costs or charges debited to the account in
accordance with the terms of this letter.
INTEREST Interest is calculated on the cleared daily balance of the
account and will be payable on amounts owing at 2.00% per
annum over the Bank's Base Rate from time to time (currently
9.00% per annum in total).
Interest will be debited to the account monthly in arrears
(normally on the 22nd of each month or on the next working
day) and additionally on the date upon which the facility
ceases to be available.
The Bank's Base Rate may be varied (either up or down) by
the Bank at any time. Notice of changes will be displayed
in the branch of the Bank where your account is held.
2
COSTS AND CHARGES Charges will be payable on the account monthly as follows:
Lloyds Bank Commercial Service Itemised Tariff.
These charges will be debited to the account and may be
varied by the Bank at any time and notice of changes will be
advised to you.
An arrangement fee of L2000.00 is payable. This will be
debited to the account in the next few days.
SECURITY It is a condition of this facility that amounts owing shall
be secured by the following:
A debenture in the Bank's standard form (AD47) over the
company's property, assets and undertakings.
A guarantee in the Bank's standard form for L300000, given
by Altris Inc.
FINANCIAL INFO. Whilst this facility remain available you should provide to
the Bank copies of any financial information that the Bank
may from time to time reasonably request, including:
(a) your consolidated audited annual accounts, and
(b) your quarterly management accounts,
as soon as possible after the end of the period to which
they relate.
OTHER FACILITIES An open credit facility of L15,000 to cover arrangements to
cash the Company's cheques at other banks or at branches of
the Bank other than any one time have been cashed but not
yet forwarded to the Bank's Horley branch for payment
A LloydsLink facility of L100,000 to cover sterling payment
instructions telephoned by the company to agents of the Bank
in order for the payments to be made by automated means.
The limit detailed above is the maximum total value of such
instructions for payment on any one day
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PERIOD OF OFFER Please confirm your acceptance of the facilities offered by
returning the attached duplicate of this letter with the
acknowledgement signed in accordance with the bank mandate
currently held by the Bank. If such confirmation is not
received by this office by 26th September 1997 the offer
will lapse.
Yours faithfully,
For and on behalf of Lloyds Bank Plc
/s/ David F Boran
Senior Manager
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I hereby acknowledge and accept the terms of your offer dated 26th August 1997
of which this is a duplicate and agree all the terms and conditions therein
contained.
For and on behalf of Altris Software Ltd
Signed by D. Bantin (name) T.A. Wright (name)
------------------------- -------------------------
/s/ D. Bantin (signature) /s/ T.A. Wright (signature)
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5/1/98 19 (date) 5/1/98 19 (date)
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THIS DOCUMENT CREATES LEGAL OBLIGATIONS. BEFORE SIGNING YOU MAY WISH TO TAKE
INDEPENDENT ADVICE.
To be signed in accordance with the account mandate held by the Bank.