[LETTERHEAD]
The Directors,
Altris Software Ltd,
Altris House
53-55 Uxbridge Road,
EALING,
London W5 5SA
Your Ref: Our Ref:PC/LDS 19 October, 1998
Dear Sirs,
OVERDRAFT AND OTHER FACILITIES
- ------------------------------
We Lloyds Bank Plc (the "Bank") are pleased to offer to Altris Software Ltd
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 -L-250,000
effective December 1, 1998, -L-275,000 from
November 1, 1998 through November 30, 1998.
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 15th
January 1999. All moneys 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 3%
per annum over the Bank's Base Rate from time to time
(currently 10.25% per annum in total).
Interest will be debited to the account quarterly in
arrears (normally on the 20th of each of March, June,
September and December 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. Notices 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 quarterly as
- ----------------- shown in the enclosed tariff schedule.
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 -L-625 is payable. This will
be debited to the account in the next few days.
All costs and expenses incurred by the Bank in
preserving or enforcing the security referred to below
shall be debited to the account under advice to you.
Security It is a condition of the overdraft facility and of the
- -------- other facilities referred to below that amounts owing
shall be secured by the following. Any security which
is not already in place is to be provided to the Bank
in a form acceptable to the Bank.
- A debenture dated 4th December 1991 limited to the
sum of -L-250,000.
- An unlimited all monies guaranteed dated 11th
March 1993 from Altris Group Plc.
- An all moneys guaranteed dated 1st September 1996
for a principle amount of -L-300,000 plus
interest and other costs as detailed in the guarantee
from Altris Inc.
Other Facilities In addition to the overdraft facility we are pleased
- ---------------- to offer to you an open credit facility of
-L-15,000 to cover arrangements to cash your
cheques at other banks or at branches of the Bank
other than Horley branch. The limit detailed above is
the maximum value of cheques that may at any one time
have been cashed but not yet forwarded to Horley
branch for payment.
A Lloydslink payments facility continues to be
available to you under and subject to the terms and
conditions set out in the agreement to cover the
transfer of funds from your account by automated means
initiated by you. The following limits apply to the
facility.
-L-100,000 the maximum total value of Lloydslink
transactions that have been initiated through the PC
Pay module, but have not been debited to your account
("three day value payments").
These additional facilities will be available upon
such terms and conditions as shall from time to time
be required by the Bank and may be cancelled by the
Bank at any time, but it is the Bank's present
intention to keep these facilities in place for the
period of availability of the overdraft facility. Your
liability in respect of any utilization of these
facilities may, however, extend beyond such period
of availability.
- 3 -
Financial Information Whilst any of the overdraft facility and the other
- --------------------- facilities remain available you should provide to the
Bank copies of:
(a) Your audited annual accounts, and
(b) Your monthly management accounts,
as soon as possible after the end of the period to
which they relate which shall not be later than 150
days in respect of your annual accounts or 30 days in
respect of your management accounts from the end of
each relevant period.
Period of Offer Please confirm your acceptance of the overdraft
- --------------- facility and of the other 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 30th
October 1998 the offer will lapse.
Yours faithfully,
For and on behalf of Lloyds Bank Plc.
/s/ Paul Candler
- ------------------------
Paul Candler
Senior Manager.
Accepted by:
/s/ John W. Low
- ------------------------------------ 10/28/98
John W. Low, Chief Financial Officer