Base Rate Loan Facility Agreement among National Westminster Bank Plc, Prestolite Electric Limited, and Prestolite Electric Incorporated
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Summary
This agreement outlines a £2.8 million base rate loan facility provided by National Westminster Bank Plc to Prestolite Electric Limited, with Prestolite Electric Incorporated as the primary obligor. The loan is intended to finance working capital and is repayable on demand, with interest rates set above the bank's base rate. The agreement includes specific preconditions, ongoing financial reporting requirements, and restrictions on payments to affiliates. The facility is subject to review and may be withdrawn or varied by the bank with written notice, and all outstanding amounts can be called for repayment at any time.
EX-10.6 7 k61326ex10-6.txt BASE RATE LOAN FACILITY 1 EXHIBIT 10.6 CORPORATE BANKING SERVICES ADVICE OF BORROWING TERMS FOR PRESTOLITE ELECTRIC LIMITED FROM: SEVERNSIDE CORPORATE BUSINESS CENTRE 27TH DECEMBER 2000 2 ADVICE OF BORROWING TERMS RELATIONSHIP Severnside Corporate Business DATE: 27th December 2000 OFFICE: Centre BORROWER(S) REGISTERED NUMBER: Prestolite Electric Limited 1189048 We intend that the facilities listed in Part 1 of the attached Facility Schedule (the "on-demand facilities") should remain available to the borrower(s) until 2 January 2002 and all facilities should be reviewed on or before that date. The facilities are, however, subject to the following:- - - the terms and conditions below, - - the specific conditions applicable to an individual facility as detailed in the Facility Schedule, - - the Security detailed in the attached Security Schedule, and - - the attached General Terms. ALL AMOUNTS OUTSTANDING ARE REPAYABLE ON DEMAND WHICH MAY BE MADE BY US AT OUR DISCRETION AT ANY TIME AND THE FACILITIES MAY BE WITHDRAWN, REDUCED, MADE SUBJECT TO FURTHER CONDITIONS OR OTHERWISE VARIED BY US GIVING NOTICE IN WRITING. PRECONDITIONS: Preconditions that must be satisfied before the `Base Rate Loan' can be utilised: - - A signed copy of this Advice of Borrowing Terms to be returned to us. - - Receipt of a certified copy of a resolution of your board of directors confirming:- - certification by the chairman of the meeting that a valid quorum was present and the meeting was duly convened - acceptance of the terms and conditions of the facility/facilities - authorisation of a person or persons to sign the Form of Acceptance in this Advice of Borrowing Terms and to take such other action as may be necessary for the purpose of the facility/facilities - - We require written confirmation from the lawyers of Prestolite Electric Incorporated that the (pound sterling)2.8m Base Rate Loan facility does not breach any of the terms & conditions attached to the $125m Senior Notes issue and that no other facility or agreement would be in default as a result of this transaction. CONDITIONS: The following conditions must be satisfied at all times while the facilities are outstanding, but this will not affect our right to demand repayment at any time: 3 1. Monthly management accounts to include Profit and Loss, Balance sheet, and Schedule of aged debtors, to be provided to us within 30 days of the end of the month to which they relate. 2. Prestolite Electric Limited hereby confirm that no further payments in reduction of both interest & loan liabilities outstanding to Prestolite Electric Incorporated will be made without the prior approval of the Bank. 3. LENDING FORMULA; - Net overdraft utilisation to be covered 200% by trade debtors (excluding inter-company positions) less than 90 days. This formula to be tested on a monthly basis against the aged debtor summary listings provided. Steve Carter Senior Corporate Manager For and on behalf of National Westminster Bank Plc 4 ACCEPTANCE: To signify your agreement to the terms and conditions outlined above please sign and return the enclosed copy of this Advice of Borrowing Terms within 28 days. FORM OF ACCEPTANCE I accept the facility/facilities on the above terms and conditions and confirm that I have been authorised by the Board(s) of Directors of the Borrower(s) to sign this Form of Acceptance on behalf of the Borrower(s). Signed By (name and title): ................................ Date FOR AND ON BEHALF OF: PRESTOLITE ELECTRIC LIMITED Prestolite Electric Incorporated, a corporation incorporated under the laws of the State of Delaware in the United States of America ("Prestolite US"), joins in the execution of this Loan Agreement for the purpose of confirming its acknowledgement of and agreement with the terms and conditions of this Loan Agreement "(pound sterling)2.8m Base Rate Loan". Prestolite US is Primary Obligor. National Westminster Bank Plc, Prestolite UK and Prestolite US acknowledge and agree as follows with respect to the Loan "(pound sterling)2.8m Base Rate Loan" established by this Loan Agreement; (a) Prestolite US is the primary obligor with respect to the Loan "(pound sterling)2.8m Base Rate Loan", notwithstanding any other provision of this Loan Agreement which may imply otherwise. (b) As a matter of administrative convenience, Prestolite US has determined that its wholly owned subsidiary, Prestolite UK, will service the Loan "(pound sterling)2.8m Base Rate Loan" as an accommodation to Prestolite US. (c) For purposes of Prestolite US's Senior Note Indenture, the Loan "(pound sterling)2.8m Base Rate" is intended to and shall be deemed to be "Indebtedness" permitted by Section 4.3.b (ix) of such Senior Note Indenture. The above will not prejudice the rights and actions of National Westminster Bank Plc to exercise the terms & conditions of the Loan Agreement with Prestolite Electric Limited. 5 ACKNOWLEDGEMENT AND AGREEMENT Signed By (name and title): ................................ Date PRESTOLITE ELECTRIC INCORPORATED 6 FACILITY SCHEDULE PART 1 - FACILITIES REPAYABLE ON DEMAND: GROUP OVERDRAFT FACILITY - ---------------------------------------------------------------------------------------------------
7 INTEREST SET OFF: Debit and cleared credit balances in the same currency on non-interest bearing current and loan accounts repayable on demand (the "Interest Set Off Accounts") will be used to calculate, on a daily basis, the net debit balance of the Interest Set Off Accounts. The Interest Set Off accounts, which we have agreed are to be set off for interest calculation purposes, are detailed in the attached Facility Schedule which also specifies the frequency at which interest will be payable and the rate or rates at which it will be charged on the net debit balance Debit balances which are set off on a daily basis by cleared credit balances on the Interest Set Off Accounts will incur interest at the Set Off Rate specified in the attached Facility Schedule. LOAN: - BASE RATE ACCOUNT NUMBER: Not yet opened known as "Base Rate Loan" NAME OF BORROWER Prestolite Electric Limited LIMIT: (pound sterling)2,800,000 PURPOSE: Injection of Working Capital CURRENT REPAYMENT: Within 7 days from draw-down of the Loan INTEREST: 1.375% above the Bank's Base rate. ACCOUNT TO BE 04233204 DEBITED: INTEREST PAYABLE: Quarterly ARRANGEMENT FEE: Not applicable TERMINABLE INDEMNITIES NAME OF BORROWER: Prestolite Electric Limited LIMIT: (pound sterling)300,000 TYPE AND PURPOSE: HM Customs & Excise duty deferment bond INDEMNITY FEE: 1% p.a. payable quarterly in advance, to be debited to account number 04233204. DOCUMENTARY CREDITS NAME OF BORROWER: Prestolite Electric Limited LIMIT: (pound sterling)300,000 PURPOSE: Importation of stock DOCUMENTS REQUIRED: Full Set Clean On-Board Marine Bills of Lading to order & blank endorsed FEES: Subject to separate tariff which will have been agreed with you in advance. 8 SETTLEMENT RISK NAME OF BORROWER: Prestolite Electric Limited LIMIT/FREQUENCY: (pound sterling)1,600,000 per month TYPE AND PURPOSE: BACS User No. 764510 - To facilitate automated salary & supplier payments. SETTLEMENT RISK NAME OF BORROWER: Prestolite Electric Limited LIMIT/FREQUENCY: (pound sterling)80,000 any one time TYPE AND PURPOSE: Documents released in trust. PART 2 - FACILITIES SUBJECT TO SEPARATE DOCUMENTATION: The following facilities are made available on the terms of the separate documentation between us.
SECURITY SCHEDULE We rely on the security detailed below (and require additional security where specified) to repay, on demand, all your current and future liabilities (both actual and contingent) to us. These liabilities include, without limitation, those incurred by you under the facility(ies) specified in the Facility Schedule. 9
