Exhibit 10.1


 


	
   

  	
   

  	
  Lloyds TSB Corporate

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lloyds TSB Bank plc

  	
   

  	
   

  
	
   

  	
   

  	
  140 Wharfedale Road

  	
   

  	
   

  
	
   

  	
   

  	
  Winnersh Triangle

  	
   

  	
   

  
	
   

  	
   

  	
  Reading

  	
   

  	
  Telephone: 01189 219216

  
	
   

  	
   

  	
  Berkshire RG41 5RB

  	
   

  	
  Facsimile: 
  01189 219230

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Reference: 
  LSC/DTW/NG

  



 


	
  The Directors

  	
   

  	
  8 March, 2004

  
	
  Evans & Sutherland Computer Limited

  	
   

  	
   

  
	
  2 Horsham Gates

  	
   

  	
   

  
	
  North Street

  	
   

  	
   

  
	
  Horsham

  	
   

  	
   

  
	
  West Sussex

  	
   

  	
   

  
	
  RH13 5PJ

  	
   

  	
   

  



 


 


Dear Sirs


 


OVERDRAFT AND OTHER FACILITIES


 


We Lloyds TSB Bank plc (the “Bank”) are
pleased to continue to offer to Evans & Sutherland Computer Limited a US
dollars overdraft facility on accounts numbered 11119338 AND 11397885 on the
following terms and conditions.


 


Amount


 


The maximum aggregate amount outstanding
under the facility at any time (calculated on the basis of cleared funds) shall
not exceed US$2,500,000.


 


Availability


 


The Bank’s present intention is to make the
facility available until 31st December 2004 and all moneys from time to time
owing to the Bank under the facility shall be repaid no later than this date or
such later date as may from time to time be advised in writing by the
Bank.  The Bank may, nevertheless,
terminate the facility at any time and may, at such time or at any time
thereafter, demand immediate payment of all amounts owing under or in
connection with the facility.  The
amounts owing at any time may include interest, costs or charges which have
been debited to one or more of the accounts in accordance with the terms of
this letter.


 


The Bank shall have the right at the time of
making demand or at any time thereafter to convert all amounts then due and
payable in US dollars into sterling at the Bank’s exchange rate for selling
that currency against sterling at that time. 
The Bank shall as soon as possible after such conversion advise you of
the sterling amount then owing.


 


Interest


 


Interest is calculated on the cleared daily
balance of each account and will be payable on amounts owing up to the
aforesaid limit at 1.75% per annum over the Bank’s short term offered rate from
time to time for US dollars.


 


If at any time the Bank allows the amounts
owing to exceed the agreed limit, interest will be payable on the excess at the
Bank’s unauthorised currency borrowing rate from time to time (currently 12%
per annum above the Bank’ short term offered rate) for US dollars.


 


Interest will be debited to the relevant
account  or, in the case of interest
calculated in accordance with the previous paragraph, to such account as the
Bank shall determine, quarterly in arrears (normally on the 24th of each of
February, May, August and November or on the next working day).  Interest may also be debited on the date
upon which the facility ceases to be available.


 

















 


	
   

  	
  Continuation of a letter from

  
	
   

  	
  Lloyds TSB Bank plc to:

  
	
   

  	
  Evans & Sutherland
  Computer

  
	
   

  	
  Limited

  



 


The Bank’s short term offered rate for US
dollars may vary from day to day and upon request the Bank will advise you of
the rate then applicable.


 


Interest will be calculated on the basis of
the actual number of days elapsed and a 360 day year.


 


Costs and Charges


 


Transaction charges will be payable on each
account quarterly in accordance with the Bank’s Standard Business Tariff, a
copy of which has already been provided to you.  We will be pleased to forward a further copy of the tariff
leaflet if one is required.  In addition
further charges will be payable for other services provided, as shown in the
tariff leaflet or as otherwise advised by the Bank from time to time.


 


These charges will be debited to the relevant
account.  Charges may be varied by the
Bank at any time and notice of changes will be advised to you.


 


A renewal fee of $18,750 is payable.  This will be debited to account number
01232434 in the next few days.


 


All costs and expenses incurred by the Bank
in preserving or enforcing the security referred to below shall be debited to
account number 01232434 under advice to you.


 


Security


 


It is a condition of the facility (and of the
other facilities referred to below) that amounts owing shall be secured by the
following.


 


(a)                                 an all moneys
guarantee dated 14th June 2000 from Evans & Sutherland Computer Corporation
for a principal amount of £5,000,000 plus interest and other costs as detailed
in the guarantee,


 


(b)                                a Letter of
Negative Pledge dated 19th June 2000 from the Company, and


 


(c)                                 a letter of
set off dated 24th April 1996 from the Company.


 


It is also a condition of the BIGs facility
detailed in the Schedule of Other Facilities that the liability outstanding at
any time be secured by a deposit agreement incorporating a charge dated 6th
November 2000 from the Company over cash deposits in an aggregate amount equal
to such liability outstanding at the relevant time.


 


Financial Information


 


Whilst the facility and/or any of the other
facilities remain available you should provide to the Bank as soon as possible
after the end of the period to which they relate copies of any financial
information that the Bank may from time to time reasonably request, including:


 


(a)                                 your audited
annual accounts within 7 months of the end of your financial year,


 


(b)                                your monthly
management accounts within 30 days of the end of each month, and


 


(c)                                 the quarterly
10-Q reports of Evans & Sutherland Computer Corporation within 60 days of
the end of each quarter, and


 


(d)                                the annual
10-K report of Evans & Sutherland Computer Corporation within 4 months of
the end of their financial year.


 


You should also provide to the Bank, at least
10 days prior to the commencement of each quarter, a copy of your cashflow and
budget for the quarter then commencing.


 


2

















 


Other Facilities


 


In addition to the overdraft facility we are
pleased to offer to you the facilities detailed in the Schedule of Other
Facilities.  Except when reference is
made to another agreement, each additional facility will be available upon such
terms and conditions as shall from time to time be specified by the Bank.  The facilities may be cancelled by the Bank
at any time, but it is the Bank’s present intention to keep the facilities in
place for the period of availability of the overdraft facility and your
liability in respect of any utilisation may extend beyond such period of
availability.


 


Amounts outstanding in connection with the
indemnity line, the negotiations facility, and the TravelLink facility may be
in sterling and/or any other currency. 
For the purpose of determining whether there is sufficient availability
within the specified limit for any particular utilisation, amounts outstanding
in a currency other than sterling shall be notionally converted into sterling
on the date of the proposed utilisation on the basis of the rate at which the
Bank would sell the relevant currency for sterling at that time.


 


If upon termination of the overdraft facility
(or earlier cancellation of any of these additional facilities) there are any
contingent liabilities existing under or in connection with these additional
facilities an amount equal to the value of such contingent liabilities shall,
upon any request from the Bank, be deposited with the Bank with the intent that
such deposit shall be held by the Bank as security for those liabilities and
that such documentation and other things (including the payment of any
associated costs) as the Bank may require in order to perfect such security
shall be completed.


 


For the purposes of the above, the Bank shall
have the right at the time of making demand or at any time thereafter to
convert all amounts then due and payable in connection with any of these
additional facilities in a currency other than sterling into sterling at the
Bank’s exchange rate for selling that currency against sterling at that
time.  The Bank shall as soon as
possible after such conversion advise the sterling amount then owing.


 


The Bank may debit any amount owing in
connection with these additional facilities to your account with the Bank
whether or not that would cause the account to become overdrawn or the agreed
overdraft limit on the account to be breached.


 


Other Terms of Offer


 


This letter is for the benefit of the
contracting parties only and shall not confer any benefit on or be enforceable
by a third party.


 


Please confirm your acceptance of the
facilities offered by returning the attached duplicate of this letter with the
acknowledgement signed in accordance with the bank mandate currently held by
the Bank.  If such confirmation is not
received by the Bank (at the address given at the heading of this letter) by
8th April 2004 the offer will lapse.


 


Yours faithfully


For and on behalf of Lloyds TSB Bank plc


 


 


Nigel Gibson


Senior Relationship  Manager


Lloyds TSB Corporate


 


3

















 


We hereby acknowledge and accept the terms of
your offer dated 8th March 2004 of which this is a duplicate and
agree all the terms and conditions therein contained.


 


In accepting this letter we confirm that
neither the execution by us of this letter nor the utilisation by us of the
facilities being made available will conflict with or breach any requirement or
limitation set out in our Memorandum and Articles of Association.


 


For and on behalf of Evans & Sutherland
Computer Limited (company registered number 1750202)


 


 


	
  Signed by

  	
  David
  Rushton

  	
   (name)

  	
  Stuart
  Cadwallader

  	
   (name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  xx

  	
   (signature)

  	
  xx

  	
   (signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  15 March

  	
   2004 (date)

  	
  15 March

  	
   2004 (date)

  
									



 


 


This letter creates legal obligations. 
Before signing you may wish to take independent advice.


 


4

















 


SCHEDULE OF OTHER FACILITIES


 


The following additional facilities are available:


 


1                                          an indemnity line of £500,000 to cover bonds, indemnities and
guarantees (“BIGs”) issued by the Bank or its correspondents on your
behalf.  The total value of all BIGs
that may be outstanding at any one time may not exceed the limit detailed
above.


 


Please note that the total liability of the
Bank under certain customs and excise guarantees is twice the amount quoted on
the guarantee.


 


The Bank shall be under no obligation to
issue any BIG unless the terms of the BIG and the expiry date of the BIG (or
means by which the Bank can terminate its liability) are acceptable to the
Bank.  The Bank is to be indemnified to
its complete satisfaction for its liability in connection with each BIG issued.


 


2                                         a negotiations facility of
£1,000,000 to cover
the negotiation by the Bank of cheques and bills of exchange payable abroad
with recourse to you.  The limit
detailed above is the maximum total amount of proceeds paid to you in respect
of cheques and bills of exchange which the Bank anticipates at any point in
time may be unpaid by the drawer thereof. 
For this purpose the Bank will assume payment after 30 days if not
actually advised of payment or non-payment, but this shall not prejudice the
Bank’s right of recourse to you (and the right of the Bank to debit any unpaid
amount to your account with the Bank and to re-calculate any interest on the
account as if such amount had never been credited to the account) if advice of
non-payment is received at any time thereafter.


 


3                                         an open credit facility of £6,000 to cover arrangements to cash your
cheques at other banks or at branches of the Bank other than the account
holding branch.  The limit detailed
above is the maximum value of cheques that may be cashed during such periods as
may from time to time be advised by the Bank. 
The limit is currently available as follows:


£3,000 on any one day at Preston Branch.


£3,000 on any one day at Roffey Branch.


 


4                                         a BACS facility of £175,000 to cover computerised sterling
payment instructions that may be delivered direct by you or through an agreed
intermediary to BACS Limited.  The limit
detailed above is the maximum total value of such instructions for payment
during any one month.


 


5                                         a LloydsLink payments facility under and subject to the terms and
conditions set out in a separate agreement to cover the transfer of funds from
agreed accounts by automated means initiated by you.  The following limit applies to the facility:


 


£400,000; the maximum total
value of LloydsLink transactions that have been initiated through the PC Pay
module, but have not been debited to the agreed accounts (“three day value
payments”).


 


6                                         a TravelLink facility of £5,000 under and subject to the terms and
conditions set out in an agreement dated 31st December 2000 to cover foreign
currency and travellers cheques ordered from the Bank by automated means
initiated by you.  The above limit is
the maximum aggregate value of such orders that may be made on any two
consecutive business days.