Exhibit 10.50
4th April 2005 Ulster Bank
PRIVATE & CONFIDENTIAL College Green Business Centre
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The Directors 33 College Green
Castle Brands Spirits Company Limited ▇▇▇▇▇▇ ▇
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▇▇▇▇▇▇ ▇ Facsimile: 01 7025235
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Dear Sirs,
Further to our recent discussions, I am pleased to advise the following
facilities have been approved for your Company. The agreement is between Ulster
Bank Ireland Limited ("UBIL") and Ulster Bank Ltd ("UB"), (together the "bank")
and the Borrower specified below whereby the Bank agrees to make available to
the Borrower the following facility/ies on the terms and subject to the
conditions herein contained:
BORROWER: THE ROARING WATER BAY SPIRITS COMPANY (GB) LTD
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FACILITY E: OVERDRAFT UBL
FACILITY F: LOAN UBL
FACILITY G: C&E GUARANTEE UBL
FACILITY E OVERDRAFT ON CURRENT ACCOUNT
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AMOUNT: Stg(pound)70,000 (Seventy thousand pounds sterLing)
NATURE/PURPOSE: Overdraft on current account to meet working capital
requirements.
REVIEW DATE: 14th December 2005
INTEREST: Interest accrues on the daily cleared debit balance at the
Bank's base rate + 2.25% per annum and is calculated on a
365-day basis. Interest is compoundable and is payable at the
Bank's normal interest rests now quarterly in February, May,
August and November at a rate subject to variation at the
discretion of the Bank.
In the event of any change in rate, the Bank may notify the
Borrower of the change by way of narrative in a statement
relating to the account.
REPAYMENTS: The facility, including any implied overdraft facility, is at
the pleasure of the Bank and the Bank may at any time demand
repayment or reduce or restrict the overdraft facility as it
sees fit without prior notice. It is a condition of agreement
that the balance of the account fluctuates regularly to
credit, in the normal course of trading and that such credit
periods total a minimum of 30 days in aggregate in any
one-year period.
SURCHARGES: Overdrafts must operate within the authorized limit.
Unauthorized borrowings or excesses on agreed facilities,
which occur or continue without formal arrangements carry an
interest surcharge on the amount of the excess and for the
duration thereof. This excess will be charged in addition to
normal interest charges. The current interest surcharge rate
on such excesses is 1% per month (12% per annum) for the
period of such excesses, subject to a minimum charge
of(pound)1 per month.
FACILITY F LOAN
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AMOUNT: EUR(pound)11,900 (Eleven thousand nine hundred pounds
sterling).
NATURE & PURPOSE: Continuation of existing Loan account at reduced level,
repayment on demand
REVIEW DATE: 14th December 2005
INTEREST: Interest is payable on all Bank accounts at regular intervals
to be decided upon by the Bank. The present charging period is
quarterly in August, November, February and May at a rate
subject to variation at the discretion of the Bank. The
present rate applicable to this facility is the Bank's rate,
plus 2.25% equating to a rate of 7.15% per annum variable as
at today's date.
The under mentioned repayment includes an allowance for
interest and in the event of a large upward movement in the
interest rate the Bank, at its discretion will alter the
repayments or alternatively make any adjustment necessary at
the end of the term.
REPAYMENT: In the absence of demand and assuming full drawdown,
repayments will continue at(pound)607.74 per month.
You have the option of repaying the outstanding balance at any
time during the term of the loan. Also, this facility is
subject to formal review in line with the annual review of
your overdraft facility.
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FACILITY G CUSTOMS & EXCHANGE GUARANTEE
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AMOUNT: While the nominal amount of the Guarantee is for(pound)45,000
it is understood that the Bank's risk is double this amount
i.e.(pound)90,000.
NATURE & PURPOSE: Continuation of existing Guarantee facility in respect of the
deferment of duties, taxes, levies and charges or any amounts
due to HM Customs & Excise
REVIEW/EXPIRY: This facility may be withdrawn on the demand being made by the
Bank subject to 7 days' written notice given by the Bank to HM
Customs & Excise. Alternatively the facility will be reviewed
by 14th December 2005.
FEE: A fee of 1% per annum on the nominal amount of the Guarantee
is applicable. This charge will continue to be debited to your
account in four quarterly tranches of(pound)112.50 with the
next payment falling due 28.02.05.
GENERAL CONDITIONS
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1. Financial - Audited Accounts for this company and Castle Brands Inc. are
to be made available to the Bank within three months of the Company's
financial year-end together with confirmation from your auditors that the
Company's taxation affairs are up to date.
2. Management Accounts are to be provided quarterly within one-month of the
quarter end.
3. All fees incurred in the taking of the security referred to above will be
payable by the borrower.
4. In the event of the Bank being made aware that there has been a material
adverse change in the financial position of the company so as to prejudice
repayment capacity, the Bank reserves the right to cancel these facilities
and in such events all amounts due plus interest would be payable
immediately.
5. In the event that any or all of these facilities shall become due and
payable to the Bank, whether following formal demand by the Bank or
otherwise, interest shall accrue and be payable on such liabilities on a
compound basis until fully discharged.
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I am pleased to have the opportunity to arrange these facilities for you and
hope that the terms and conditions I have outlined are acceptable to the
Company. If so, PLEASE CONFIRM THIS BY SIGNING AND RETURNING THE ENCLOSED COPY
OF THIS LETTER AT YOUR EARLIEST CONVENIENCE. I would like to take this
opportunity to wish the company continued success in the development of your
business.
Yours faithfully
/s/ ▇▇▇▇▇ ▇▇▇▇
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Senior Manager
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ACCEPTANCE
We confirm acceptance of the facilities outlined in your letter dated the 4th
April 2005 under the terms and conditions stated therein.
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇ 7/4/05
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Director Date
/s/ ▇▇▇▇ ▇▇▇▇▇▇ 7/4/05
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Director Date
Financial Controller
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