Corporate & Commercial Banking Overdraft Facility Terms and Conditions

Transcription

1 v Corporate & Commercial Banking Overdraft Facility Terms and Conditions August 2010 Edition v Page 1 of 6

2 v Page 2 of 6 1 Tax gross up and indemnities a) The Borrower shall make all payments to be made by it under the Facility Letter without any Tax Deduction, unless a Tax Deduction is required by law. b) If a Tax Deduction is required by law to be made by the Borrower the amount of the payment due from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. c) The Borrower will not be required to make an increased payment under condition 1.1b) if on the due date for the payment: i) the Bank is not a Qualifying Bank (other than due to a change after the date of the Facility Letter in (or in the application or interpretation of) any law or any published practice or concession of any taxing authority); and ii) the payment could have been made to a Qualifying Bank without a Tax Deduction. d) If the Borrower is required by law to make a Tax Deduction it shall make any payment required in connection with that Tax Deduction to the relevant taxing authority and supply to the Bank within 20 Business Days of making the Tax Deduction evidence reasonably satisfactory to the Bank that such payment has been made to the relevant taxing authority. a) The Borrower will pay to the Bank on demand an amount equal to any loss, cost or liability which the Bank determines that it has suffered on account of any Tax in respect of the Facility Letter or any document entered into in connection with the Facility Letter. b) Condition 1.2a) does not apply to: i) any Tax calculated by reference to the Bank s net income (save for sums deemed to be received or receivable); or ii) the extent that the loss, cost or liability is compensated for by an increased payment under condition 1.1 (or would have been compensated for had the circumstances in condition 1.1c) not applied). c) Any demand which the Bank makes under condition 1.2a) will include its calculation of the amount demanded save for any matters which it determines are confidential and relate to its funding or taxation arrangements. 1.3 All amounts payable under the Facility Letter by the Borrower shall be deemed to be exclusive of any VAT. If VAT is chargeable, the Borrower shall pay to the Bank (in addition to and at the same time as paying such amount) an amount equal to the amount of the VAT. 2 Increased Costs 2.1 a) Subject to condition 2.2, the Borrower shall, on demand by the Bank, pay to the Bank the amount of any Increased Costs incurred by the Bank as a result of: i) the introduction of or any change in (or in the interpretation or application of) any law or regulation; ii) compliance with any law or regulation made after the date of the Facility Letter; or iii) any change on the financial condition of the Borrower after the date of the Facility Letter. b) In these general terms and conditions, Increased Costs means: i) a reduction in the rate of return from the Overdraft or on the Bank's overall capital; ii) an additional or increased cost; or iii) a reduction of any amount due and payable under the Overdraft, which is incurred or suffered by the Bank to the extent that it is attributable to the Bank having entered into the Facility Letter or funding the Overdraft or performing its obligations under the Facility Letter. 2.2 Condition 2.1 does not apply to the extent any Increased Cost is: a) attributable to a Tax Deduction required by law to be made by the Borrower; b) compensated for by a payment under condition 1.2 (or would have been compensated for had none of the exceptions in condition 1.2b) applied); or c) attributable to the wilful breach by the Bank of any law or regulation. 3 Indemnity The Borrower shall, on demand, indemnify the Bank against any cost, loss or liability incurred by the Bank as a result of: a) a failure by it to pay any amount due by it to the Bank on its due date; or b) a failure by the Borrower to comply with any Environmental Law. 4 Changes to the parties 4.1 The Bank may: a) assign any of its rights; or b) transfer by novation any of its rights and obligations, under the Facility Letter to any Qualifying Bank and the Borrower shall promptly take (at the Bank's cost) all steps necessary or desirable to facilitate any such assignment or transfer. 4.2 The Bank may disclose to any person: a) to (or through) whom its assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under the Facility Letter; or b) to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation, any information about the Borrower and the Overdraft as the Bank shall consider appropriate. 4.3 The Bank may also disclose information about the Borrower's account(s) to any Affiliate, their authorised agents and credit reference agencies for credit assessment, fraud prevention, processing of transactions, debt recovery and general business purposes and to let the Borrower know of any products or services which may be of interest to the Borrower.

3 v Page 3 of The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Facility Letter. 5 Changes to this Facility Letter 5.1 We can make changes to this Facility Letter, including interest rates, fees and charges, removing or adding fees or charges and other terms in accordance with Condition 17 of Part A of the Corporate Terms and Conditions. 5.2 The rate of interest may be varied by Us at any time, but We will not change a fixed rate for the time it is stated to be fixed. The details of interest rates can be requested via Your normal customer enquiry channels. We will tell You about any changes We make to interest rates by either (i) sending You a letter; or (ii) putting a message on Your statement or sending You an ; or (iii) other personal notice. 5.3 For an Overdraft We will give You no less than 30 days personal notice if (i) We change a Condition of this Facility Letter (including Your rate of interest on that Overdraft when it does not track an External Reference Rate) that relates to the Overdraft; (ii) We increase the overdraft fee or introduce a new Overdraft fee. 5.4 However, We do not need to notify You if an Overdraft fee is reduced. Please see Your Term Loan Facility Letter, Corporate Terms and Conditions or the nonstandard charges factsheet for details of Your current Overdraft rates. 5.5 Where Your Overdraft interest rate tracks an External Reference Rate, We will give You notice of the change either before the change comes into effect or at the earliest opportunity afterwards 6 Conduct of business No provision of the Facility Letter will: a) interfere with the Bank's right to arrange its affairs (tax or otherwise) in whatever manner it thinks fit; or b) oblige the Bank to disclose any information relating to its affairs (tax or otherwise) or any compensation in respect of Tax. 7 Payment mechanics 7.1 On each date on which the Borrower is required to make a payment under the Facility Letter, it shall make the same available to the Bank for value on the due date. 7.2 If the Bank receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Facility Letter, the Bank shall apply that payment towards the Borrower's liabilities under the Facility Letter in such order as the Bank shall determine. 7.3 All payments to be made by Borrower under the Facility Letter shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim. 7.4 Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not). 7.5 If a change in any currency of the United Kingdom occurs, the Facility Letter will, to the extent the Bank (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the relevant interbank market and otherwise to reflect the change in currency. 7.6 Without contacting Us at all, You can request an Unarranged Overdraft by trying to make a payment from Your account, where that payment would: (i) cause Your account to go overdrawn, or further overdrawn, without an Arranged Overdraft in place; or (ii) cause Your account to go over, or further over, an Arranged Overdraft limit We have previously agreed with You, in either case this is referred to as an Unarranged Overdraft request. 7.7 You will automatically be treated as requesting an Unarranged Overdraft if You do not have enough cleared funds in Your account, or enough unused Arranged Overdraft with Us and: (i) You try to make a payment from Your account using Your debit card or by cheque; (ii) (iii) (iv) You try to withdraw money from Your account; You make one or more payments from Your account against a cheque which is later returned unpaid; You try to make a payment against a deposit in Your account which has not been processed; or (v) You allow an automated payment, such as a Direct Debit or a standing order, to be processed on Your Account. 7.8 We may agree to give You an Unarranged Overdraft or We may refuse to do so. If We agree to Your Unarranged Overdraft request, We will give You an Unarranged Overdraft to cover the amount of the withdrawal or the payment involved. Depending on Your particular account, an Unarranged Overdraft usage fee or unarranged interest may be payable when You do not have sufficient funds in Your account to cover the payments being made from it during the course of the day and Your account is in an Unarranged Overdraft. Please see Your Term Loan Facility Letter or nonstandard charges factsheet for details on whether the unarranged overdraft usage fee or unarranged interest applies to Your particular type of Account. 7.9 Depending on Your particular Account, a Paid Transaction Fee may be payable each time We agree to Your request for an Unarranged Overdraft. The Paid Transaction Fee is in addition to the unarranged overdraft usage fee or unarranged interest. Please see Your Term Loan Facility Letter or non-standard charges factsheet for details on whether the Paid Transaction Fee and unarranged overdraft usage fee or unarranged interest apply to Your particular type of account Depending on Your particular account, an Unpaid Transaction Fee may be payable each time We refuse Your request for an Unarranged Overdraft. Please see your Term Loan Facility Letter or non-standard charges factsheet for details on whether the Unpaid Transaction Fee applies to your particular type of Account Depending on Your particular account unarranged interest may be payable by You at the Unarranged Overdraft rate on any money You borrow by way of an Unarranged Overdraft. Please see Your Term Loan Facility Letter or non-standard charges factsheet for details on whether the Unarranged Overdraft rate applies to Your particular type of Account. Where unarranged interest applies to Your account the rate will track the External Reference Rate. Please refer to Your Term Loan Facility Letter for more information on changes to interest rates.

4 v Page 4 of If You do not have sufficient cleared funds in Your account or enough unused Arranged Overdraft with Us to cover any fees or arranged interest at the time at which they are debited from Your account, You will be deemed to have applied for an Unarranged Overdraft to cover the fees and charges We take. In these circumstances, You will not be charged a Paid Transaction Fee. However, depending on Your particular account, the Unarranged Overdraft Usage Fee or unarranged interest may be payable. Please see Your Term Loan Facility Letter or non-standard charges factsheet for details on whether the Unarranged Overdraft usage fee or unarranged interest applies to Your particular type of Account. 8 Set off The Bank may set off any matured obligation due from the Borrower under the Facility Letter against any matured obligation owed by the Bank to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Bank may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. 9 Notices 9.1 Any communication to be made under or in connection with the Facility Letter shall be made in writing and, unless otherwise stated, may be made by fax or letter. 9.2 The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each party for any communication or document to be made or delivered under or in connection with the Facility Letter is set out in the Facility Letter. 9.3 a) Any communication or document made or delivered by one person to another under or in connection with the Facility Letter will only be effective: i) if by way of fax, when received in legible form; or ii) if by way of letter, when it has been left at the relevant address or 2 Business Days after being deposited in the post postage prepaid in an envelope addressed to that address, and, if a particular department or officer is specified as part of its address details provided under the Facility Letter, if addressed to that department or officer. b) Any communication or document to be made or delivered to the Bank will be effective only when actually received by the Bank and then only if it is expressly marked for the attention of the department or officer identified above (or any substitute department or officer as the Bank shall specify for this purpose). 10 Calculations and certificates 10.1 In any litigation or arbitration proceedings arising out of or in connection with the Facility Letter, the entries made in the accounts maintained by the Bank are prima facie evidence of the matters to which they relate Any certification or determination by the Bank of a rate or amount under the Facility Letter is, in the absence of manifest error, conclusive evidence of the matters to which it relates Any interest, commission or fee accruing under the Facility Letter will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 365 days. 11 Know your customer If as a result of: a) the introduction of or any change in (or in the interpretation or application of) any law or regulation after the date of the Facility Letter; b) any change in the status or composition or shareholders, members, partners or trustees of the Borrower after the date of the Facility Letter; or c) any proposed assignment or transfer by the Bank of any of its rights and/or obligations under the Facility Letter, the Bank (or any prospective new Bank) is obliged to comply with any "know your customer" or similar identification procedures, the Borrower will supply to the Bank (or to that prospective new Bank) such documentation and other evidence as the Bank (or that prospective new Bank) may reasonably request to enable the Bank (or that prospective new Bank) to ensure compliance with those procedures. 12 Partial invalidity If, at any time, any provision of the Facility Letter is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired. 13 Remedies and waivers No failure to exercise, nor any delay in exercising, on the part of the Bank, any right or remedy under the Facility Letter shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in the Facility Letter are cumulative and not exclusive of any rights or remedies provided by law. 14 Third parties Unless otherwise stated, if the Letter is governed by English or Northern Irish Law, a person who is not a party to the Facility Letter has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Facility Letter. This condition 14 does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. 15 Governing law The Facility Letter (and any non-contractual obligations arising out of or in connection with it) shall be governed by, and construed in accordance with, the law of England and Wales. 16 Jurisdiction 16.1 For the benefit of the Bank the Borrower submits to the exclusive jurisdiction of the courts of England and Wales in relation to all claims, disputes, differences or other

5 v Page 5 of 6 matters arising out of or in connection with the Facility Letter provided that nothing in this condition 16.1 shall prevent the Bank in its sole and unfettered discretion from commencing proceedings against the Borrower in any court of competent jurisdiction The Borrower waives any right that it may have: a) to object on any ground to an action being brought in the courts of England and Wales, to claim that the action brought in the courts of England and Wales has been brought in an inconvenient forum, or to claim that the courts of England and Wales do not have jurisdiction; and b) to oppose the enforcement of any judgment of any court of England and Wales. 17 How To Complain We aim to provide a good service, but if We have not provided You with the service You expect or if We make a mistake We want You to tell Us. By telling Us about it We can try to put things right for You and stop it from happening again. The quickest and easiest way is by telling Us about Your concern and You can do this either by: (a) (b) (c) Making a telephone call to Your local Relationship Team or Our Corporate Services team on ; or Contacting Us online at Us/complaints, where You can also find out more information on how We handle complaints in Our "How to Complain" leaflet; Providing details of Your concern to Us in writing at Santander UK Plc, Santander Corporate and Commercial Complaints Team, Zone 1/3 South, 301 St Vincent Street, Glasgow, UK, G2 5NB. You may be able to refer Your complaint to the Financial Ombudsman Service. The Financial Ombudsman Service acts as an independent and impartial organisation which helps settle disputes between consumers and financial services providers. You can find out more information about the Financial Ombudsman Service and whether You might be able to refer Your complaint to them at 18 Definitions and interpretation 18.1 The following terms have the following meanings: Account means Your current account Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company Arranged Overdraft means where the balance on Your Account is within the Overdraft limit. You must agree Your overdraft limit with Us before it is available to use. Bank means Santander UK plc (trading as Santander Corporate Banking) Base Rate means the base lending rate of the Bank of England for the time being in force (or, if such rate ceases to be quoted, such other appropriate reference rate as the Bank may select); Borrower has the meaning given to it in the Facility Letter Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in London CTA means the Corporation Tax Act 2009 Corporate Terms and Conditions means the terms governing Your corporate current Account; Environment means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media: a) air (including, without limitation, air within natural or man-made structures, whether above or below ground) b) water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers) and c) land (including, without limitation, land under water), Environmental Law means any applicable law or regulation which relates to: a) the pollution or protection of the Environment b) the conditions of the workplace or c) the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other is, capable of causing harm to the Environment, including, without limitation, any waste External Reference Rate means an external interest rate which is publicly available and that is set by a central bank or by the market such as the Bank of England bank rate; Facility Letter means the Overdraft facility letter issued by the Bank to the Borrower incorporating these general terms and conditions Holding Company means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary Increased Costs has the meaning given to it in condition 2.1b) Limit has the meaning given to it in clause 3.1 of the Facility Letter Overdraft has the meaning given to it in the Facility Letter Paid Transaction Fee means the fee charged where You attempt to make a payment from Your account when You do not have sufficient cleared funds in Your account and based on Your individual circumstances We decide to allow You to move into an Unarranged Overdraft. Qualifying Bank means: a) the Bank provided that it is (on the date a payment falls due) within the charge to United Kingdom corporation tax as respects that payment or would be within such charge as respects such payment apart from section 18A of the CTA and is the Bank in respect of an advance made by a person that was a bank (as defined for the purpose of section 879 Income Taxes Act 2007) at the time that advance was made b) the Bank provided that it is: i) a company resident in the United Kingdom for United Kingdom tax purposes ii) a partnership each member of which is: (A) a company so resident in the United Kingdom or

6 (B) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA iii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company c) or a building society authorised under the Building Societies Act 1986 and which is entitled to receive interest payable to it under this letter without deduction of tax pursuant to sections 935 and 936 of the Income Taxes Act 2007 Subsidiary means a subsidiary undertaking within the meaning of section 1162 of The Companies Act 2006 Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or any interest payable in connection with any failure to pay or delay in paying any of the same) Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document Term Loan Facility Letter, if defined in the Facility Letter, has the meaning given to it in the Facility Letter Unarranged Overdrafts means where We have paid a transaction that You have made that has taken You beyond Your Arranged Overdraft Limit or has taken Your account balance below zero without having an Arranged Overdraft in place. Unpaid Transaction Fee means the fee charged where You attempt to make a payment when You do not have sufficient cleared balance in Your account and based on Your individual circumstances, We decide not to let You make the payment. VAT means value added tax and any other tax of a similar nature 18.2 Headings are included in the Facility Letter for ease of reference only A reference in the Facility Letter to a provision of law is a reference to that provision as amended or re-enacted A reference in the Facility Letter to any person includes that person's successors and (in the case of the Bank only) its permitted assignees and transferees. Santander is able to provide literature in alternative formats. If you would like to receive correspondence in an alternative format please discuss with your Relationship Director v Page 6 of 6 Santander Corporate & Commercial is a brand name of Santander UK plc, Abbey National Treasury Services plc (which also uses the brand name Santander Global Corporate Banking) and Santander Asset Finance plc, all (with the exception of Santander Asset Finance plc) authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Our Financial Services Register numbers are and respectively. In Jersey, Santander UK plc is regulated by the Jersey Financial Services Commission to carry on deposit-taking business under the Banking Business (Jersey) Law Registered office: 2 Triton Square, Regent s Place, London NW1 3AN. Company numbers: , and respectively. Registered in England and Wales. Santander and the flame logo are registered trademarks. Santander UK plc is a participant in the Jersey Bank Depositors Compensation Scheme. The Scheme offers protection for eligible deposits of up to 50,000. The maximum total amount of compensation is capped at 100,000,000 in any 5 year period. Full details of the Scheme and banking groups covered are available on the States of Jersey website ( on request.