Exhibit 99.2
DATED 1997
THE ▇▇▇▇▇▇ COMPANIES, INC. (1)
AND
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
AS TRUSTEE FOR EACH OF THE NOTEHOLDERS (2)
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THIRD PARTY CHARGES OVER SHARES
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TABLE OF CONTENTS
1. Definitions and Interpretation........................0
2. Security..............................................0
3. Secured Liabilities...................................0
4. Covenants by the Chargor..............................0
5. Dividends and Voting Rights...........................0
6. Non-Competition.......................................0
7. Representations and Warranties........................0
8. Continuing Security...................................0
9. Non-Exoneration.......................................0
10. Further Assurance.....................................0
11. Powers of Mortgagees..................................0
12. Powers to Lend, Borrower and Charge...................0
13. Application By the Security Trustee...................0
14. The Security Trustee as Trustee and Indemnity.........0
15. Liability.............................................0
16. Avoidance of Payments.................................0
17. Remedies, Waivers and Consents........................0
18. Notices...............................................0
19. Miscellaneous.........................................0
20. Governing Law and Jurisdiction........................0
Schedule 1............................................0
Schedule 2............................................0
Specific Shares Charged...............................0
THIS CHARGE is made the day of 1997
BETWEEN:-
(1) THE ▇▇▇▇▇▇ COMPANIES, INC a Delaware corporation (the "CHARGOR"); and
(2) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of Beacon Wey, The Hangers, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ as
trustee for the Noteholders (as hereinafter defined) (in such capacity the
"SECURITY TRUSTEE").
WHEREAS:-
(A) By an instrument dated on the same date as this Deed and made between
Aspect Vision Holdings Limited as issuer (the "DEBTOR") (1) and The ▇▇▇▇▇▇
Companies, Inc as guarantor (the "GUARANTOR") (2), the Debtor has agreed
to issue a series of 8 per cent Fixed Rate Guaranteed Secured Loan Notes
not exceeding 'L'15,000,000 in principal amount and the Guarantor has
agreed to guarantee repayment of the Notes on the terms and conditions
set out therein (the "Instrument").
(B) This Charge is given by the Chargor in favour of the Security Trustee as
trustee for the Noteholders (as defined below) as a continuing security
for the Notes (as defined below).
(C) The Board of Directors of the Chargor is satisfied that the giving of the
security herein contained is in the interests of the Chargor and has
passed a resolution to that effect.
NOW THIS DEED WITNESSES as follows:-
1. DEFINITIONS AND INTERPRETATION
1.1 In this Deed the following words and expressions shall have the following
meanings:-
"DEED" means this Charge as the same may from time to time be varied,
amended, supplemented, substituted, novated or assigned;
"DERIVATIVE ASSETS" means all assets deriving from any of the Shares
including all allotments, accretions, offers, rights, dividends and
benefits whatsoever at any time accruing, offered or arising in respect of
or incidental to any of the Shares and all stocks, shares, rights, money or
property accruing or offered at any time by way of conversion, redemption,
bonus, preference, exchange, option or otherwise in respect thereof;
"HOLDING COMPANY" and "SUBSIDIARY" are respectively as defined in Section
736 of the Companies ▇▇▇ ▇▇▇▇;
"NOTEHOLDERS" has the meaning given to it in the Instrument, or any of
them;
"NOTES" has the meaning given to it in the Instrument; and
"SECURITY INTEREST" means any mortgage, charge, hypothecation, pledge,
lien, encumbrance, trust arrangement, contractual arrangement having the
effect of security, conditional sale or other title retention agreement or
other security interest whatsoever, howsoever created or arising.
1.2 In this Deed, the expressions "Security Trustee", "Noteholder", "Chargor"
and "Debtor" where the context admits include their respective transferees,
successors and assigns whether immediate or derivative.
1.3 In this Deed:
(i) references to sub-clauses, Clauses and Schedules are unless
otherwise stated to sub-clauses, clauses of and schedules to this
Deed;
(ii) any liability or power which may be exercised or any determination
which may be made hereunder by the Security Trustee may (save as
otherwise provided herein) be exercised or made in its absolute and
unfettered discretion and it shall not be obliged to give reasons
therefor;
(iii) references to statutes and/or statutory provisions shall be
construed as referring to such statutes or statutory provisions as
respectively replaced, amended, extended, consolidated or re-enacted
from time to time and shall include any order, regulation,
instrument or other subordinate legislation made under the relevant
statute or statutory provision;
(iv) the table of contents and headings to Clauses and Schedules are for
convenience only and have no legal effect;
(v) statements referring to the Security Trustee's capacity as trustee
for the Noteholders are by way of clarification and explanation only
and shall not prejudice the meaning of the "Security Trustee"
elsewhere in this Deed where such statements are not made and any
statement referring to monies, obligations or liabilities owing to,
or other rights, benefits or discretions granted to or created
hereunder for, or covenants, undertakings, or other agreements made
in favour of, the Security Trustee and/or the Noteholders, as the
case may be, are similarly by way of clarification and explanation
only and shall not prejudice the meaning of "Noteholders" elsewhere
in this Deed where such statements are not made;
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(vi) references herein to any agreement or document shall be construed as
referring to such agreement or document as the same may have been,
or may from time to time be varied, amended, supplemented,
substituted, novated or assigned;
(vii) the expression "person" shall be construed to include reference to
any person, firm, company, partnership, corporation or
unincorporated body of persons or any state or government or any
agency thereof; and
(viii) unless the context otherwise requires, words denoting the singular
number only shall include the plural and vice versa.
1.4 Both of the parties to this document intend it to be a deed and agree to
execute and deliver it as a deed.
2. SECURITY
2.1 In consideration of the Noteholders making available the Principal Sum
under each of the Notes to the Debtor under the Instrument, the Chargor
with full title guarantee and without the benefit of Section 6(2) of the
Law of Property (Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ and to the intent that
the security hereby created shall rank as a continuing security hereby
charges to the Security Trustee by way of first fixed charge the shares in
the Debtor listed in the Schedule and any proceeds of sale arising
therefrom (the "SHARES") and, subject to Clause 5 (Dividends and Voting
Rights), the Derivative Assets.
3. SECURED LIABILITIES
3.1 The security created pursuant to Clause 2 shall stand as continuing
security for the payment to the Noteholders and the discharge on demand of
all indebtedness of the Debtor to the Noteholders, or any of them, under
the Notes.
4. COVENANTS BY THE CHARGOR
4.1 The Chargor covenants with the Security Trustee that during the continuance
of this security the Chargor will:-
(i) forthwith upon execution of this Deed deposit with the Security
Trustee all the share certificates of the Shares and instruments of
transfer (with the name of the transferee, the consideration and the
date left blank but otherwise duly completed and executed) relating
to the Shares;
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(ii) ensure so far as it is able that the Shares are at all times free
from any restriction on transfer (whether under any relevant
constitutive documents or otherwise) by the Security Trustee or its
nominees to perfect or enforce the security constituted or intended
to be constituted by this Deed;
(iii) upon the accrual, offer or issue of any Derivative Assets (apart
from dividends) which have not accrued or been issued to the
Security Trustee or nominees as registered holder of the Shares to
which those Derivative Assets relate, deliver to the Security
Trustee all such Derivative Assets and any certificates or documents
of title to the same together with instruments of transfer (with the
name of the transferee, the consideration and the date left blank
but otherwise duly completed and executed) relating to such
Derivative Assets;
(iv) notify the Security Trustee of the contents of any communication or
document received by it from the Debtor in relation to any of the
Shares or Derivative Assets;
(v) not, otherwise than in accordance with this Deed (without the prior
consent in writing of the Security Trustee):-
(a) permit any person other than the Chargor to be registered as
holder of the Shares or any part thereof;
(b) create or purport to create or permit to subsist any Security
Interest (other than in favour of the Security Trustee or a
Security Interest governed by the Subordination Agreement (as
defined in the Instrument)) on or over the Shares or the
Derivative Assets or any part thereof or interest therein or
right in respect thereof or enter into any agreement to grant or
create such a Security Interest;
(c) sell, transfer or otherwise dispose of the Shares or the
Derivative Assets or any part thereof or interest therein or
right in respect thereof or attempt or agree so to do; or
(d) do or cause or permit to be done anything which will
deliberately depreciate, jeopardise or prejudice the value to
the Noteholders of the Shares or the Derivative Assets.
5. DIVIDENDS AND VOTING RIGHTS
5.1 The Security Trustee hereby agrees with the Chargor that unless an Event of
Default (as set out in Condition 6 of the Instrument) has occurred and is
continuing:-
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(i) any dividends of the Shares (if any) will be for the account of the
Chargor; and
(ii) the Security Trustee or its nominees will exercise all voting and
other rights and powers attached to the Shares in such manner as the
Chargor may from time to time in writing direct provided that the
Security Trustee and its nominees (if any) shall be under no
obligation to exercise such rights as directed if in its or their
reasonable opinion the result would be a breach of Clause 4.1(v).
6. NON-COMPETITION
6.1 Untilall secured obligations referred to in Clause 3 have been paid,
discharged or satisfied in full the Chargor shall not:-
(i) exercise any right of subrogation, indemnity, set-off or
counterclaim against the Debtor or any other person party to any
encumbrance, guarantee, indemnity or other assurance held or to be
held as security for the payment, performance or discharge of the
obligations secured by this Deed (any such encumbrance, guarantee,
indemnity or other assurance together referred to in this Clause 6.1
as "related security") by reason of the performance by the Chargor
of its obligations under this Deed;
(ii) claim payment of any other monies for the time being due to it by
the Debtor or any person party to any related security by reason of
the performance by it of its obligations under this Deed;
(iii) claimor prove in a winding-up or dissolution of the Debtor or any
other person party to any related security in competition with the
Security Trustee in respect of any amounts paid by the Chargor
pursuant to the provisions of this Deed; and
if the Chargor receives any sums in contravention of this Clause 6.1 it
shall hold them on trust to be applied promptly in or towards the
satisfaction of obligations secured by this Deed.
6.2 The Chargor warrants that it has not taken, and agrees that it will not
take, from the Debtor, or any person party to any related security any
encumbrance, guarantee or other assurance in respect of or in connection
with its obligations under this Deed.
7. REPRESENTATIONS AND WARRANTIES
The Chargor represents and warrants to and for the benefit of the Security
Trustee that:-
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7.1 it is a corporation duly organised and validly existing under the laws of
its jurisdiction of incorporation;
7.2 it has fully power and authority to enter into and perform this Deed and
has taken all necessary corporate or other action to authorise the
execution, delivery and performance of this Deed;
7.3 it has taken all action, conditions and things required by all applicable
laws and regulations in order to enable it lawfully to enter into, exercise
its rights under and perform and comply with its obligations under this
Deed and make this Deed admissible in evidence in England and Wales and its
jurisdiction of incorporation have been taken, fulfilled, obtained or done;
7.4 the execution by it of this Deed and the exercise by it of its rights and
performance of or compliance with its obligations under this Deed do not
and will not violate (i) its constitutional documents or any law or
regulation to which it or any of its assets is subject or (ii) to an extent
or in a manner which has or could have a material adverse effect on its
ability to perform its payment obligations under the Instrument, any
agreement which is binding upon it; and
7.5 its obligations under this Deed are legal, valid and binding.
8. CONTINUING SECURITY
8.1 This security shall be an irrevocable continuing security and shall remain
in full force and effect until all secured liabilities referred to in
Clause 3 have been paid, discharged or satisfied in full.
9. NON-EXONERATION
9.1 If any purported obligation or liability of the Debtor to the Noteholders
which if valid would have been secured by this Deed is not or ceases to be
valid or enforceable against the Debtor on any ground whatsoever whether or
not known to the Noteholders, the security constituted by this Deed shall
nevertheless be enforceable against the Chargor.
9.2 The liability of the Chargor shall not be affected nor shall this Deed be
discharged or dismissed by reason of:-
(i) any security or right or remedy held by or available to the Security
Trustee and the Noteholders being or becoming wholly or in part
void, voidable or unenforceable on any ground whatsoever or by the
Security Trustee or any of the Noteholders varying, releasing or
failing to perfect or enforce any of the same;
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(ii) the Security Trustee or any of the Noteholders varying the liability
of or granting any time, indulgence or concession to the Debtor or
concurring in, accepting or varying any compromise, arrangement or
settlement or omitting to claim or enforce payment from the Debtor;
or
(iii) any act or omission which would not have discharged or affected the
liability of the Chargor had it been principal debtor instead of
surety or by anything done or omitted which but for this provision
might operate to exonerate the Chargor.
10. FURTHER ASSURANCE
10.1 The Chargor shall if and when reasonably required by the Security Trustee
execute such further documents and take such other steps as the Security
Trustee may from time to time reasonably require for perfecting its
Security in the Shares to secure the secured obligations referred to in
Clause 3.
10.2 The Chargor, by way of security and in order more fully to secure the
performance of the Chargor's obligations under this Deed, irrevocably
appoints the Security Trustee and the persons deriving title under it to be
its attorney for and in the name and on behalf and as the act and deed or
otherwise of the Security Trustee, if the Chargor shall be in breach of its
obligations under this Deed, to execute as a deed or under hand and deliver
and do all such assurances, acts and things which the Chargor is required,
but has failed, to execute and do under the covenants contained in this
Deed (including without limitation, to execute as a deed or under hand and
deliver any transfers or other documents which the Security Trustee may
require to perfect its title to any of the Shares or Derivative Assets.
11. POWERS OF MORTGAGEES
11.1 At any time after the Notes shall have become due and payable, the
Noteholders shall have demanded payment of any money hereby secured, or if
requested by the Chargor, the Security Trustee and any nominee of the
Security Trustee wheresoever situate may without further notice and without
the restrictions contained in Sections 93 or 103 of the Law of Property ▇▇▇
▇▇▇▇ in respect of all or any of the Shares exercise all the powers or
rights which may be exercisable by the registered holder of the Shares and
all other powers conferred on mortgagees by the Law of Property ▇▇▇ ▇▇▇▇ as
hereby varied or extended.
11.2 In exercising the powers referred to in Clause 11.1, the Shares or any part
thereof may be sold or disposed of at such times, in such manner and
generally on such terms and conditions and for such consideration as the
Security Trustee may think fit. Any such sale or disposition may be for
cash,
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debentures or other obligations, shares, stock, securities or other
valuable consideration and be payable immediately or by instalments spread
over such period as the Security Trustee shall think fit.
11.3 No purchaser or other person shall be bound or concerned to see or enquire
whether the right of the Security Trustee to exercise any of the powers
hereby conferred has arisen or not or be concerned with notice to the
contrary or with the propriety of the exercise or purported exercise of any
such powers.
11.4 The Security Trustee may place and keep (for such time as he shall consider
prudent) any money recovered or realised pursuant to this Deed in a
separate suspense account without any obligation to apply the same or any
part thereof in or towards the discharge of the obligations secured by this
Deed.
12. POWERS TO LEND, BORROWER AND CHARGE
12.1 The Security Trustee and/or any of the Noteholders may at any time after
the Security Trustee's powers shall have become exercisable under Clause
11.1 advance, raise or borrow money on the security of the Shares or any
part thereof on such terms and conditions as they shall reasonably think
fit for the purpose of defraying any costs, charges, losses and expenses
which shall be properly paid or incurred in the enforcement of the security
over the Shares under this Deed.
13. APPLICATION BY THE SECURITY TRUSTEE
13.1 All money received by the Security Trustee in the exercise of any powers
conferred by this Deed shall be applied after the discharge of all
liabilities having priority thereto in or towards satisfaction of the
moneys owing to the Noteholders, whether as to principal, interest or
otherwise.
14. THE SECURITY TRUSTEE AS TRUSTEE AND INDEMNITY
14.1 The Security Trustee hereby declares itself trustee of the security and
other rights (including but not limited to the benefit of the covenants
contained herein), titles and interests constituted by this Deed and of all
monies, property and assets paid to the Security Trustee or held by the
Security Trustee or received or recovered by the Security Trustee pursuant
to or in connection with this Deed with effect from the date hereof to hold
the same on trust for each of the Noteholders absolutely pro rata to the
monies, obligations and liabilities of the Chargor to all the Noteholders
from time to time secured hereby.
14.2 All moneys received by the Security Trustee shall be held by it upon trust
for itself and the Noteholders according to their respective interests to
apply the same first in discharging any expenses incurred in enforcing the
security under
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this Deed and secondly in or towards satisfaction of the moneys,
obligations and liabilities secured by this Deed.
14.3 The trusts herein shall remain in force until whichever is the earlier of:-
(i) the expiration of a period of 80 years from the date hereof; or
(ii) receipt by the Security Trustee of confirmation in writing from all
of the Noteholders that there are no longer outstanding any monies
under the Notes.
14.4 Without prejudice to any right to indemnity by law given to trustees
generally, the Security Trustee shall be entitled to be indemnified and
kept indemnified out of the Shares or Derivative Assets in respect of all
liabilities, costs, charges, losses and expenses properly incurred or
suffered by him in the execution or the purported execution of the trusts
created by this Deed or of any powers, authorities or discretions vested in
him pursuant to this Deed and against all actions, proceedings, claims and
demands in respect of any matter or thing done or omitted or in any way
relating to the Shares or the provisions of this Deed or occasioned by any
breach by the Chargor of any of its covenants or other obligations to the
Security Trustee or any Noteholder hereunder or under the Instrument and
all sums necessary to effect and maintain such indemnity shall be an
additional charge on the Shares and shall be satisfied before any payment
is made thereout to any Noteholder.
15. LIABILITY
15.1 The Security Trustee shall not in any circumstances (either by reason of
taking possession of the Shares or any part thereof or for any other reason
whatsoever and whether as mortgagee in possession or on any other basis
whatsoever) be liable to account to the Chargor for anything except the
Security Trustee's actual receipts or be liable to the Chargor for any loss
or damage arising from any realisation by the Security Trustee of the
Shares or any part thereof or from any act, default or omission of the
Security Trustee in relation to the Shares or the Derivative Assets or any
part thereof (including without limitation, any neglect or failure to
present any interest coupon or any bond or stock drawn for repayment) or in
relation to any such realisation or from any exercise or non-exercise by
the Security Trustee of any power, authority or discretion conferred upon
it in relation to the Shares or the Derivative Assets or any part thereof
by or pursuant to this Deed or by the Law of Property ▇▇▇ ▇▇▇▇ or from any
failure to pay any call or instalment or to accept any offer or to notify
the Chargor of any such matter or for any negligence or default by its
nominees, correspondents or Security Trustees or for any other loss of any
nature whatsoever in connection with the Shares or the Derivative Assets.
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16. AVOIDANCE OF PAYMENTS
16.1 Any settlement, discharge or release between the Chargor and the Security
Trustee shall be conditional upon no security or payment to the Security
Trustee or any of the Noteholders by the Chargor, the Debtor or any other
person being avoided or reduced or ordered to be refunded by virtue of any
provisions of any enactments relating to bankruptcy, liquidation or
insolvency for the time being in force and notwithstanding any settlement,
discharge or release:-
(i) the Security Trustee shall forthwith release the certificates
relating to any Shares to the Chargor upon the discharge of all
secured obligations referred to in Clause 3; and
(ii) the Security Trustee shall be entitled to recover from the Chargor
subsequently (but not exceeding the value of the security hereby
charged) the value or amount of such security or payment avoided or
reduced as if such settlement, discharge or release had not occurred
and the Chargor agrees with the Security Trustee accordingly and
charges the Shares and the proceeds of sale thereof with any
liability under this Clause, whether actual and/or contingent.
17. REMEDIES, WAIVERS AND CONSENTS
17.1 No failure on the part of the Security Trustee or any Noteholder to
exercise, and no delay on its part in exercising, any right or remedy under
this Deed will operate as a waiver thereof, nor will any single or partial
exercise of any right or remedy preclude any other or further exercise
thereof or the exercise of any other right or remedy. The rights and
remedies provided in this Deed are cumulative and not exclusive of any
rights or remedies provided by law.
17.2 Any waiver and any consent by the Security Trustee under this Deed must be
in writing and may be given subject to any conditions thought fit by the
Security Trustee. Any waiver or consent shall be effective only in the
instance and for the purpose for which it is given.
18. NOTICES
18.1 Every notice, request, demand or other communication hereunder shall be in
writing delivered personally or by first-class registered mail or facsimile
transmission to the address or facsimile number, if any, of the addressee
set out below and marked for the attention of the persons set out below:-
(i) in the case of the Security Trustee if by letter to him at Beacon
Wey, The Hangers, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇; and
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(ii) in the case of the Chargor to its agent for service of notice if by
letter to it at Aspect Vision Holdings Limited, ▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 4RF, in each case marked for the
attention of ▇▇▇▇ ▇▇▇▇▇▇▇ with a copy to the Chargor marked for the
attention of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Financial Officer at ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇;
or at such other addresses or numbers, or for the attention of such other
persons, as the parties hereto may from time to time notify to each other.
18.2 Any notice, request, demand or other communication to be given or made
under this Deed shall be deemed to have been delivered, in the case of any
notice, request, demand or other communication given or made by personal
delivery or facsimile when despatched or delivered unless despatched or
delivered outside normal business hours when it shall be deemed to have
been delivered on the next normal business day following the date on which
it was despatched or, in the case of any notice, request, demand or other
communication given or made by letter, two normal business days after
having been posted by first class registered mail provided that each
notice, request, demand or other communication given or made by facsimile
shall, without prejudice to the validity or effectiveness of the same, be
confirmed by letter.
18.3 In the case of the death of any person a party hereto and until receipt by
the Security Trustee of notice in writing of the grant of representation to
the estate of the deceased, any notice or demand by the Security Trustee
sent by first class recorded delivery post or facsimile transmission as
aforesaid addressed to the deceased or his/her personal representatives at
the usual or last known place of abode or business of the deceased shall
for all purposes be deemed a sufficient service of a notice or demand by
the Security Trustee on the deceased and his/her personal representatives
and shall be as effectual as if the deceased were still living.
19. MISCELLANEOUS
19.1 Each of the provisions of this Deed is severable and distinct from the
others and if at any time one or more of such provisions is or becomes
invalid, illegal or unenforceable with respect to the Chargor the validity,
legality and enforceability of the remaining provisions hereof shall not in
any way be affected or impaired thereby.
19.2 This Deed may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.
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20. GOVERNING LAW AND JURISDICTION
20.1 This Deed shall be governed by and interpreted and construed in accordance
with the law of England and Wales.
20.2 The Chargor agrees for the benefit of the Security Trustee that the courts
of England shall have jurisdiction to hear and determine, any suit, action
or proceedings, and to settle any dispute, which may arise out of or in
connection with this Deed and, for such purposes, irrevocably submits to
the jurisdiction of such courts.
20.3 The Chargor irrevocably waives any objection which it might now or
hereafter have to the courts referred to in Clause 20.2 being nominated as
the forum to hear and determine any suit, action or proceeding, and to
settle any dispute, which may arise out of or in connection with this Deed
and agrees not to claim that any such court is not a convenient or
appropriate forum.
20.4 The Chargor agrees that the process by which any suit, action or proceeding
is begun may be served on it by being delivered in connection with any
suit, action or proceeding in England, to the registered office for the
time being of the Debtor, with a copy to the Guarantor marked for the
attention of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Financial Officer at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇.
20.5 The submission to the jurisdiction of the courts referred to in Clause 20.2
shall not (and shall not be construed so as to) limit the right of the
Security Trustee to take proceedings against the Chargor in any other court
of competent jurisdiction nor shall the taking of proceedings in any one or
more jurisdictions preclude the taking of proceedings in any other
jurisdiction, whether concurrently or not.
IN WITNESS of which the Security Trustee has executed this instrument as a deed
and has delivered it upon dating it and the Chargor has executed this instrument
as a deed in the manner permitted by the laws of the territory in which the
Chargor is incorporated for the execution of documents by such a Company in
accordance with the Foreign Companies (Execution of Documents) Regulations 1994
and has delivered it upon dating it.
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SCHEDULE 1
THE NOTEHOLDERS
No. Noteholder Address
--- ---------- --------
1. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Galley Red Lodge
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
2. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Beacon Wey
The Hangers
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
3. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Grimbles Barn
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5. ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ The Little Lodge
The Prevue
Bucklebury
Berkshire
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7. ▇. ▇. ▇▇▇▇▇ 7 Deans Way
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10. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
11. Fabrizio Lambertini
12. ▇▇▇▇▇ ▇▇▇▇▇▇ Red Lodge
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13. ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ 8 ▇▇▇ ▇▇▇▇▇▇▇▇▇
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SCHEDULE 2
SPECIFIC SHARES CHARGED
100,000 10p ordinary shares
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Executed as a Deed )
by THE ▇▇▇▇▇▇ COMPANIES, INC )
and signed by )
)
)
)
) ..................................
and ) (authorised signatory)
)
)
) ...................................
) (authorised signatory)
acting with the authority of The ▇▇▇▇▇▇ Companies, Inc
Executed as a Deed )
by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ )
as trustee for each of the Noteholders )
)
)....................................
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