Exhibit 10.22
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DATED 10 0CTOBER 2003
GE COMMERCIAL DISTRIBUTION FINANCE LIMITED (1)
and
COMSTOR LIMITED (2)
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SUPPLEMENTAL DEED
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Offices and Associated Offices Aosta Berlin Birmingham Brussels
Hong Kong Leeds London Madrid Manchester Milan Munich Paris Rome Turin
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Reference GM//DEU.5-32
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CONTENTS
1 DEFINITIONS AND INTERPRETATION...................................... 1
2 COVENANT TO PAY..................................................... 2
3 CHARGING PROVISIONS................................................. 2
4 AMENDMENTS TO SCHEDULE 2 OF THE DEBENTURE........................... 2
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THIS DEED is made the 10 Day of October 2003 by COMSTOR LIMITED ("Company")
registered in England and Wales with number 02898318 in favour of GE COMMERCIAL
DISTRIBUTION FINANCE LIMITED (formerly Deutche Financial Services (UK) Limited)
(the "Security Holder").
INTRODUCTION
A This Deed is supplemental to a Debenture dated 30 January 2002 between the
Company and the Security Holder a copy of which is attached as the
Appendix to this Deed (the "Debenture").
B This Deed amends one of the provisions of the Debenture which save for
such amendment shall remain in full force and effect.
THIS DEED WITNESSES THAT:
1 DEFINITIONS AND INTERPRETATION
1.1 Debenture Definitions
Terms defined in the Debenture shall bear the same meanings when used in
this Deed unless the context otherwise requires.
1.2 Interpretation
In this Deed references to:
(a) "Security Holder" and "Company" include their respective transferees,
successors and assigns;
(b) "this security" means the security created by this Deed;
(c) clauses and the Appendix are to clauses of and the Appendix to this
Deed;
(d) any agreement or document (including this Deed) include the same as
may have been or may from time to time be varied, amended,
supplemented, substituted, novated or assigned.
1.3 Effect as a Deed
The parties to this Deed intend it to take effect as a deed
notwithstanding that Security Holder may have executed it under hand only.
1.4 Incorporation of Debenture
The provisions of clauses 2 to 19 (inclusive) to the Debenture in
Schedules 1, 3, 4, 5 and 6 of and to the Debenture shall be incorporated
in this Deed as if expressly set out in this Deed (save that references
therein to "this deed" and the "Financing Agreements" shall be read and
construed as including this Deed and the Financing Agreements, as such
term is amended by this Deed respectively) and the Company shall comply
with all of its obligations thereunder.
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1.5 Third Party Rights
This Deed is not intended to confer any rights or benefits on any person
who is not a party to this Deed other than a Receiver. A person who is not
a party to this Deed (or a Receiver) may not enforce any of its terms
under the Contracts (Rights of Third Parties) Act 1999.
2 COVENANT TO PAY
The Company agrees with the Security Holder to pay the Security Holder the
Secured Monies which shall be due, owing and payable to the Security
Holder in accordance with the terms of the Financing Agreements or any of
them.
3 CHARGING PROVISIONS
The Company, with full title guarantee, now gives the charges set out in
clause 2.1 of the Debenture in favour of the Security Holder as security
for the payment of the Secured Monies as if they were set out in this Deed
subject to the amendments to Schedule 2 to the Debenture (amending the
definition of "Financing Agreements" as set out in clause 4 of this Deed).
4 AMENDMENTS TO SCHEDULE 2 OF THE DEBENTURE
The parties hereby agree that Schedule 2 to the Debenture shall be amended
so that:
(a) the date appearing in paragraph 3 of Schedule 2 shall be amended to
read "December 23, 1997"; and
(b) a new paragraph 6 shall be inserted after paragraph 5 of Schedule 2
as follows:
"6. Guarantee and Indemnity dated 10 October 2003 between (1)
Comstor Limited and (2) the Security Holder in respect of the
obligations of Westcon Group European Operations Limited."
IN WITNESS whereof this deed has been duly executed as a deed by the Company
and signed by the Security Holder and is intended to be and is delivered on the
date set out on the first page of this Deed.
EXECUTED as a deed by COMSTOR LIMITED
acting by two directors or a director and its
secretary:
Director
Signature : /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Name : ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Director/Secretary
Signature : /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name : ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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SIGNED by GE COMMERCIAL DISTRIBUTION
FINANCE EUROPE limited by:
Authorised Signatory
Signature : /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name : ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
THE
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