Facility: | $20,000,000 secured demand line of credit for short term loans, documentary and standby letters of credit ("the Facility"). The Facility is an uncommitted demand loan facility whereby all loans and advances are discretionary on the part of BBH in its sole and absolute discretion. BBH may make demand for payment at any time in its sole and absolute discretion. Advances are subject to advance rates based on eligible collateral, as outlined below. |
Purpose: | To finance the operating activities of A-Mark subject to the terms and conditions stipulated below. |
Security: | BBH will receive a perfected senior general security interest in all tangible and intangible assets of the Company, including, but not limited to: accounts receivable, inventory, and contract rights. BBH will also receive a pledge of the stock certificates of SNI from SGI. |
Requirements: | A-Mark will provide the Lender with management-prepared, monthly financial statements within 30 days of month-end. The Company will also provide the Lender with annual, audited financial statements within 90 days of fiscal year-end. |
Reporting: | BBH shall require the weekly submission of a borrowing base report in the form attached hereto as Exhibit A (the "Borrowing Base") prepared by A-Mark, which outlines all eligible |
Guidelines: | Notwithstanding the demand nature of this Facility, we anticipate that the Company will adhere to the following financial guidelines (determined in accordance with U.S. GAAP): |
A. | Minimum Tangible Net Worth (defined as shareholder's equity, less goodwill and intangible assets) of $25 million. |
B. | Maximum Senior Working Capital Leverage Ratio (defined as the ratio of total outstanding bank debt to working capital) of 5:1. |
C. | Minimum Tangible Net Worth of Spectrum Group International, Inc. of $50 million. |
D. | Restriction on shareholder loans, advances to affiliates, or dividends without the prior approval of BBH. |
Guidelines: | Notwithstanding the demand nature of the Facility, we anticipate that the Company will adhere to customary non-financial guidelines for financing of this type, including, but no limited to maintenance of the business lines and insurance and limitations on additional indebtedness, leases, ownerships, payment of dividends, and pledge of assets. A-mark shall notify BBH of any additional investments or advances prior to execution. |
Pricing: | Loans are priced at LIBOR plus *; Standby LCs are priced at * |
Agency Fee: | BBH earns a basic agency fee of at least $125k per year, plus $15 per delivery/receipt of metal to/from an assigned account provided that the metal quantity is expressed in ounces and $25 per delivery/receipt if the metal quantity is expressed any other way. BBH earns $100 per addition/removal of any assigned consignee LCs to the collateral pool, and $25 per amendment of any LCs in the collateral pool. The total Collateral Agency fee is calculated and billed quarterly. |
Expenses: | The Borrower agrees to reimburse the Lender for all reasonable out-of-pocket expenses including, but not limited to, legal fees, filing fees, and other related expenses. |
Sincerely, | Agreed and Accepted: | |||
Brown Brothers Harriman & Co. | A-Mark Precious Metals, Inc. | |||
Signature: | Signature: | |||
Name: | Name: | |||
Title: | Title: | |||
Date: | Date: | |||
Signature: | ||||
Name: | ||||
Title: | ||||
Date: |
Argen | 6mm |
Bank Julious Baer (Switzerland) | 5mm |
BASF | 5mm |
Bayerische Landesbank (Germany) | 8mm |
Commeerzbank / Commerce Bank | 8mm |
Credit Suisse First Boston | 12.5mm |
Deutsche Bank (Germany) | 12.5mm |
Erste Bank (Germany) | 5mm |
Engelhard Industries BASF | 8mm |
Goldcorp Australia | 8mm |
HSBC Bank USA | 25mm |
Int'l Commodities Inc. | 10mm |
Johnson Matthey Inc. | 12.5mm |
JP Morgan Chase | 8mm |
Landesbank Baden (Germany) | 8mm |
Mitsubishi International | 8mm |
Mitsui & Co. Precious Metals | 12.5mm |
Morgan Stanley & Company Inc. | 8mm |
Raiffeisen (Switzerland) | 5mm |
Royal Bank of Canada | 8mm |
Royal Canadian Mint | 10mm |
ScotiaMocatta | 8mm |
Standard Bank | 12.5mm |
UBS Financial Services Inc. | 8mm |
United States Mint | 35mm |
Portigon AG (formerly West LB) | 2.5mm |
TD Securities | 10mm |
Heraeus Germany/NY | 6mm |
Tanaka Kikinzoku KK | 5mm |