Advice of Borrowing Terms Agreement between National Westminster Bank Plc, C J Vander Limited, and International Silver Company Limited

Summary

This agreement outlines the terms under which National Westminster Bank Plc provides on-demand credit facilities to C J Vander Limited and International Silver Company Limited. The facilities are available until February 18, 2001, subject to review and can be withdrawn or varied at the bank's discretion. The borrowers must provide monthly financial reports and comply with specific security and guarantee conditions. All outstanding amounts are repayable on demand, and interest is calculated based on set-off arrangements between specified accounts. The agreement is accepted by the borrowers' authorized representative.

EX-10.1 2 a2030344zex-10_1.txt EXHIBIT 10.1 EX-10.1 Advice of Borrowing Terms RELATIONSHIP OFFICE: South Yorkshire Corporate DATE: 23 August 2000 Business Centre BORROWER(S) REGISTERED NUMBER: C J Vander limited 763852 International Silver Company Limited 03768277 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 18 February 2001 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OUTSTANDING ARE REPAYABLE ON DEMAND WHICH MAY BE MADE BY US AT OUR DISCRETION AT ANY TIME AND THE FACILITIES MAY BE WITHDRAWN, REDUCED, MADE SUBJECT TO FURTHER CONDITIONS OR OTHERWISE VARIED BY US GIVING NOTICE IN WRITING. 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: - - Monthly management accounts to be provided to us within 21 days of the end of the month to which they relate; to include Profit & Loss, Balance Sheet and Aged Debtor/Creditor listings with suitable commentary / explanations re any divergence from budget. - - Facilities remain available subject to our agreed lending formula calculated on the following basis: [Debtors less than 3 months + Stock x 40%] to cover utilised facilities in a ratio of minimum 2:1 - - The Advance Payment guarantees in favour of Charles Kendall & Partners Limited are issued subject to the following conditions: 1. When the advance payment monies are received, they will be held in a separate account designated NatWest Bank re C J Vander Ltd. Interest accrued on the balance of this account to be credited to the account of C J Vander Limited on the bank's standard interest payment dates. 2. On receipt of the Standby Letter of Credit from Bank of America in the sum of L345,188.58, the advance payment of L262,979.64 will be transferred from the separate account to the account of C J Vander Limited. In addition when the Advance payment of L82,208.94 is received, this will be credited to the account of C J Vander Limited for its cashflow use. 3. There is no commitment on the part of the Bank to release any other amounts to the company unless and until the Bank's liability under the Advance payment Guarantees ceases or satisfactory alternative security is held. 4. Execution of a counter indemnity to the bank by C J Vander Limited. - - There is no commitment on the part of the Bank to support the residual funding need that may be evidenced in the revised cash flow that you are to produce. - - Given the current trading of C J Vander Ltd and insolvent balance sheet footings (ie treating the parental support as a long term liability), we will continue to extend existing levels of support on the basis of the clear integrity of the parent undertaking. INTEREST SET OFF: Cleared debit and cleared credit balances in the same currency on non-interest bearing current accounts and loan accounts repayable on demand specified below (the "Interest Set Off Accounts") will be used to calculate, on a daily basis, the net cleared 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 cleared debit balance. Cleared 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. /s/ A. Tyas Corporate Manager For and on behalf of National Westminster Bank Plc 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 authorized by the Board(s) of Directors of the Borrower(s) to sign this Form of Acceptance on behalf of the Borrower(s). By (name and title): /s/ Peter H. Minchin, Director of Finance Date 10/9/00 For and on behalf of: C J Vander Limited Facility Schedule PART 1 - FACILITIES REPAYABLE ON DEMAND:

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.