exv4w28






Exhibit 4.28




COFACE RECEIVABLES

FINANCE LIMITED




Receivables Finance

Agreement









This document is important. If you are in any doubt about its effect then, before you sign
it, you should consult your solicitors or accountants about your resulting obligations.







 









 





We, Coface Receivables Finance Limited, (English Company Number 04933860), agree with you, the
Client referred to in the Client Particulars at the end of this document to provide you with a
receivables finance facility as set out below which are also subject to our separate Standard Terms
and Conditions.




	1.	 	Date and Commencement
	 
	 	 	This Agreement is made on the date shown before the signatures below and its Commencement
Date is             2008.
	 
	2.	 	Type of Facility
	 
	 	 	You will sell to us and we will purchase your Debts on the following basis:






	 	2.1	 	You have an invoice discounting facility, which means you will maintain the
sales ledger;
	 
	 	2.2	 	We appoint you until further notice to act as our undisclosed collection agents
to collect Debts from your Customers.
	 
	 	2.3	 	A recourse basis applies which means that if a Debt is not paid to us by the
end of the Funding Period, you must repay to us what we have already paid to you.
	 
	 	2.4	 	Your Debts to which the Agreement applies are:






	 	•	 	All UK Debts and all Export Debts from the following Approved Countries






	•	 	France, Spain, Mexico, Portugal, Eire, Austria, USA, Switzerland, Italy, Holland, Germany, Japan, Jersey, Sweden,
Russia, Greece, Hong Kong, Belgium, Morocco, Australia, Turkey, Denmark, Czech Republic, Singapore.






	 	 	and which are invoiced in the currency(ies) set out in paragraph 2.6






	 	2.5	 	We will purchase your Debts invoiced in Sterling. You also have a Foreign
Currency Facility so we will purchase your Debts invoiced in Approved Currencies and we
will pay the Purchase Price only in the Approved Currency of the Debt.
	 
	 	2.6	 	Approved currencies are ; GBP, Euro and USD





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	3.	 	Facility Particulars





	 	 	 	 	 	 	 	 	 
	 	3.1	 	 	The Early Payment Percentage is (definition of “Availability”):
	 	 	75	%
	 	 	 	 	 
	 	 	 	 
	 	3.2	 	 	The Maximum Funds in Use must not exceed (condition 10.8):
	 	£	2,000,000	 
	 	 	 	 	 
	 	 	 	 
	 	3.3	 	 	The Funding Period from the invoice date of a Debt is
(conditions 11.5 and 11.8.7):
	 	123 Days	 
	 	 	 	 	 
	 	 	 	 
	 	3.4	 	 	The Early Payment Charge is at the following rate per annum
above Base Rate (conditions 4.1.3, 10.6, 11.1.2 and 11.2):
	 	 	1.75	%
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	but with a minimum Early Payment Charge of:
	 	 	3	%
	 	 	 	 	 
	 	 	 	 
	 	3.5	 	 	The Service Fee is at the following percentage of the Notified
Value of each Debt (conditions 4.1, 11.1, 11.3):
	 	 	0	%
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	but with a minimum Service Fee in each twelve month period
commencing on the first day of the month following the
Commencement Date and each anniversary thereof of:
	 	£	18,000	 
	 	 	 	 	 
	 	 	 	 
	 	3.6	 	 	The Extended Service Fee is at the following percentage of the
Notified Value of each Debt for each 30 day period or part
thereof after the end of the Funding Period that the Debt
remains outstanding (condition 11.5):
	 	 	0	%
	 	 	 	 	 
	 	 	 	 
	 	3.7	 	 	The Arrangement Fee payable on signature of this Agreement is
(condition 11.1.1):
	 	£	1000	 
	 	 	 	 	 
	 	 	 	 
	 	3.8	 	 	The Annual Review Fee payable on each anniversary of the
Commencement Date after each month end is (condition 11.1.5):
	 	£	0	 
	 	 	 	 	 
	 	 	 	 
	 	3.9	 	 	The Concentration Limit is (definitions of “Concentration
Limit” and “Unapproved Debt”):
	 	 	30	%
	 	 	 	 	 
	 	 	 	 
	 	3.10	 	 	The Shortfall Amount is (condition 14.1.5):
	 	£	25	 
	 	 	 	 	 
	 	 	 	 
	 	3.11	 	 	The Monthly Returns date after month end is (condition 19.5):
	 	10 Days
	 	 	 	 	 
	 	 	 	 
	 	3.12:	 	 	The Default Funding Limit per Customer is (condition 5.1)
	 	£	10,000	 






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	4.	 	The additional conditions to be completed before we will make Early Payments are:






	 	•	 	Discharge and satisfaction to be registered of the CCJ for £47,321
	 
	 	•	 	Confirmation that no creditor has commenced or issued a winding up petition
	 
	 	•	 	We are to be noted as loss payee on any credit insurance policy you hold
	 
	 	•	 	We shall require Mr Robert» Esterbrook, Mr Michael Cookson, Mr Jack Lawrence,
Mr Darren Epstein, Mr Paul Freedman and Mr David Sterlitz» to sign Personal
Warranties in respect of your obligations to us under this facility.
	 
	 	•	 	We shall require the supported corporate guarantee in support of this facility
from Corgi Classics Holdings Ltd and Corgi Classics Ltd
	 
	 	•	 	In addition to the above we also require, within 30 days of commencement of
the facility, the supported corporate guarantee of Corgi International Ltd and
Master Replicas Inc
	 
	 	•	 	Our obtaining a waiver from Barclays Bank PLC releasing your book debts from
the scope of their security.
	 
	 	•	 	We shall require the discharge of the debenture held by Burdale Financial Ltd
	 
	 	•	 	Our Obtaining an All Assets Debenture over the company
	 
	 	•	 	Our obtaining confirmation that there are no outstanding judgements registered
against any Director or Shareholder.
	 
	 	•	 	Satisfactory completion of Anti-Money Laundering processes.






	5.	 	Additional Conditions applying at all times






	 	•	 	You will supply us with a Sales Ledger Reconciliation, aged debtors, aged
creditors and monthly management accounts by the 10th of the following month.
	 
	 	•	 	All monies received from your customers to be paid into a trust account set up
by and controlled by us.
	 
	 	•	 	Copy invoices, orders and delivery notes will be held by you to our order and
copies provided to us at our request.
	 
	 	•	 	Full customer trading styles and addresses and also payment terms are shown on
all invoices.
	 
	 	•	 	Initially we will require your account to be subject to quarterly audits, we
will bear the cost of one audit per annum. Audits will be dispersed to your
account subject to the rates as shown on our standard tariff.
	 
	 	•	 	Where the volume of Credit Notes in any 3 month period exceeds 5% of advances
the advance rate will reduce by 5%.
	 
	 	•	 	Base rates to be used are the Overnight LIBOR rate for GBP, Overnight USD
Libor for US Dollars and Overnight Euribor for Euro. Rates as published by the
London Edition of the Financial Times






	6.	 	Your account will be subject to our Standard Tariff Fees as varied from time to time. Our
current Tariff Fees are attached.




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CLIENT PARTICULARS




	 	 	 
	NAME:

	 	Cards Inc Ltd
	 
	 	 
	COMPANIES REGISTRATION NO:

	 	03329087
	 
	 	 
	*REGISTERED IN ENGLAND AND WALES
	 	 
	 
	 	 
	ADDRESS:

	 	31 Greenhill Crescent
	 

	 	Watford Business Park
	 

	 	Watford
	 

	 	Herts
	 

	 	WD18 8YB
	 
	 	 
	NATURE OF YOUR BUSINESS:

	 	Retail of trading cards, trading
card games and collectable
merchandise...
	 
	 	 
	YOUR CREDIT TERMS:

	 	For Customers in the U.K.; these do not exceed 120 days
from date of invoice with a settlement discount not
exceeding 0%.
	 
	 	 
	 

	 	For Customers in Approved Countries these do not exceed
120 days from date of invoice with a settlement
discount not exceeding 0%.






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SIGNATURES




To confirm the respective consent of each party to this Agreement (including its separate Standard
Terms and Conditions) and to acknowledge having had the opportunity to take independent legal
advice both parties have executed and delivered this Agreement as a deed below on the             day of                2008.



Signed on behalf of the Client by the following who are duly authorised




Director’s Signature




Director’s Full Names




*Director/Company Secretary’s

Signature



*Director/Company Secretary’s

Full Names



*Delete as appropriate




Signed by the following as attorney for Coface Receivables Finance Limited in the presence of the
witness stated below



Attorney’s Signature



Attorney’s Name



Witness’s Signature



Witness’s Name



Witness’s Address



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Standard Tariff Fees




The following list of standard fees will be debited to your account as appropriate;




	 	 	 
	Excess Facility Fee
	 	1% of value

	 
	 	To a minimum of £100
	 
	 	 
	CHAPS Payments
	 	£30
	 
	 	 
	BACS Payments
	 	Free of charge
	 
	 	 
	Payments in Currencies other than Facility Currency
	 	£50 + banks costs
	 
	 	 
	Payments to Third Parties
	 	£50
	 
	 	 
	Legal Action Letters
	 	£10
	 
	 	 
	Unpaid Remittance
	 	£15
	 
	 	 
	Alteration to Agreement Operating Terms
	 	£100
	 
	 	 
	Copy Statements/Reports
	 	£10 per document
	(greater than 3 months old)
	 	 
	 
	 	 
	Audit / Special Visits
	 	£600 per day
	 
	 	 
	Audit / Bank Letters
	 	£50
	 
	 	 
	Document Registration Fee
	 	£250
	 
	 	 
	Trust Account Charges
	 	As charged by our bankers
	 
	 	 
	Legal Fees
	 	As charged by our solicitors








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