THIS DEBENTURE made the 23rd day of January, 1995 BETWEEN ADAYTUM KPS
SOFTWARE LTD. REGISTERED NO. 2705063 whose Registered Office is situated at 13
Great George Street, Bristol BSI SRR (hereinafter called "the Company") of the
one part and LLOYDS BANK PLC (hereinafter called "the Bank") of the other part
WITNESS as follows:-
1. The Company will pay to the Bank on demand all money and
liabilities whether certain or contingent (including further
advances made hereafter by the Bank and secured directly or
indirectly by this Debenture) which now are or at any time
hereafter may be due owing or incurred by the Company to the
Bank anywhere or for which the Company may be or become liable
to the Bank on any current or other account or in any manner
whatever (and whether alone or jointly with any other person
and in whatever style or name and whether as principal or
surety) together with interest to date of payment at such rate
as may from time to time be charged by the Bank in accordance
with its usual practice and commission and other banking
charges and any legal and other costs charges and expenses
incurred by the Bank in relation to this Debenture or in
enforcing the security hereby created on a full and
unqualified indemnity basis.
2. The Company will pay interest at the rate aforesaid on the
money so due (whether before or after any judgment which may
be recovered therefor) upon such days in each year as the Bank
shall from time to time fix and such interest shall be
compounded with rests on the said days in each year in the
event of it not being punctually paid on the said days but
without prejudice to the right of the Bank to require payment
of such interest.
3. (a) The Company as Beneficial Owner hereby mortgages
and charges with the payment of all money and
liabilities and other sums hereby agreed to be paid
or intended to be hereby secured (including any
expenses and charges arising out of or in connection
with the acts or matters referred to in Clause 7
hereof) and so that the mortgages and charges hereby
created shall be a continuing security:-
FIRST: The freehold and leasehold property (if any) of the
Company both present and future including (without
prejudice to the generality of the foregoing) the
properties (if any) specified in the Schedule hereto
and all buildings and fixtures (including trade
fixtures) fixed plant and machinery from time to time
on any such property and all vendor's liens mortgages
charges
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options agreements and rights titles and interests
(whether legal or equitable) in or over land of
whatever description both present and future.
SECONDLY: All book debts both present and future due or owing
to the Company and the benefit of all rights relating
thereto including (without prejudice to the
generality of the foregoing) negotiable instruments
legal and equitable charges reservation of
proprietary rights rights of tracing and unpaid
vendors liens and similar and associated rights.
THIRDLY: All other monetary debts and claims (including
without limitation deposits and credit balances held
by third parties from time to time) both present and
future (including things in action which give rise or
may give rise to a debt or debts) due or owing to the
Company and the benefit of all rights relating
thereto including (without prejudice to the
generality of the foregoing) such rights as are
Secondly described aforesaid and all copyrights
patents trademarks inventions design rights knowhow
and other intellectual property rights and the
benefit of any pending applications for the same and
all benefits deriving therefrom including but not
limited to royalties fees profit sharing agreements
and income arising therefrom now or at any time
hereafter belonging to the Company.
FOURTHLY: (i) All stocks shares and other interests
including (without prejudice to the
generality of the foregoing) loan capital
indebtedness or liabilities on any account
or in any manner owing to the Company both
present and future of the Company in (and
from) any company which now is or may
hereafter become a subsidiary (as defined
in Section 736 of the Companies Act 1985 or
any statutory modification or re-enactment
thereof) of the Company; and
(ii) the full benefit of all stock shares and
securities which or the certificates of
which are now or may at any time hereafter
be lodged with the Bank or held by the Bank
or its agents or transferred to or
registered in the name of the Bank or its
agents or their respective nominees; and
(iii) all rights in respect of or incidental to
the Charged Property described at (i) and
(ii) above (the Charged Property (i) to
(iii) hereby Fourthly charged being
hereinafter called "the Securities"); and
(iv) all stocks shares rights moneys or property
accruing or offered at any time by way of
conversion redemption bonus preference
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option or otherwise to or in respect of any
of the Securities including all dividends
interest and other income payable in
connection therewith (all of which Charged
Property (i) to (iv) hereby Fourthly
charged are hereinafter called "Interests
in Securities").
FIFTHLY: The goodwill and the uncalled capital of the Company
both present and future.
SIXTHLY: The undertaking and all property and assets of the
Company both present and future including (without
prejudice to the generality of the foregoing)
heritable property and all other property and assets
in Scotland and the Charged Property First Secondly
Thirdly Fourthly and Fifthly described (if and in so
far as the charges thereon or on any part or parts
thereof herein contained shall for any reason be
ineffective as fixed charges).
The charges hereby created shall as regards the Charged Property First
Fourthly and Fifthly described be fixed first charges (and as regards all those
parts of the Charged Property First described now vested in the Company shall
constitute first fixed mortgages by assignment subject to re-assignment on
redemption and as to the Charged Property Sixthly described shall be a floating
charge.
In this Debenture the expression "Charged Property" means the
undertaking, assets, properties, revenues, rights and benefits First, Secondly,
Thirdly, Fourthly, Fifthly and Sixthly described; and references to the Charged
Property include references to any part of it.
(b) The Company shall not without the consent in writing
of the Bank:
(i) sell assign discount factor charge or otherwise
dispose of the Charged Property Secondly or Thirdly
described or any part thereof save in accordance with
Clause 9(d) hereof or deal with the same in any way
otherwise than in accordance with the said
sub-clause.
(ii) create or allow to subsist any specific or other
mortgage debenture or charge or lien (save a lien
arising by operation of law in the ordinary course of
business) upon the Charged Property ranking either in
priority to or PARI PASSU with any charge hereby
created.
(iii) transfer sell or otherwise dispose of the whole or
any material part of the Charged Property Sixthly
described except by way of sale at full value in the
usual course of trading as transacted at the date
hereof.
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4. The Company will deposit with the Bank and the Bank during the
continuance of this security shall be entitled to hold and
retain (unless held by a prior mortgagee at the date hereof):-
(i) all deeds and documents of title relating to the
Company's freehold and leasehold and heritable
property for the time being; and
(ii) all stock and share certificates and documents of
title relating to Interests in Securities; and
(iii) all such (if any) deeds and documents of title
relating to the Charged Property Secondly and Thirdly
described as the Bank may from time to time specify.
5. (a) The Company will at any time if and when required by
the Bank execute to the Bank or as the Bank shall
direct such further legal or other assignments
mortgages securities or charges as the Bank shall
require of and on all Charged Property to secure all
money and liabilities and other sums hereby agreed to
be paid or intended to be hereby secured such
assignments mortgages securities or charges to be
prepared by or on behalf of the Bank at the cost of
the Company and to contain all such clauses for the
benefit of the Bank as the Bank may reasonably
require including if so required by the Bank in the
case of a mortgage or charge on any freehold or
leasehold property any such clauses as are contained
in any of the Bank's standard forms of mortgage from
time to time and in the case of securities over
heritable property any such clauses as are contained
in any of the Bank's standard forms of agreement from
time to time. The Company will at any time if and
when required by the Bank give notice to such parties
as the Bank may require of any such further legal or
other assignments mortgages securities or charges and
will take such other steps as the Bank may require to
perfect any of the same.
(b) Without prejudice to the security hereby constituted
the Bank may at any time (either before or after
demand has been made by the Bank for payment of the
moneys hereby secured) by notice in writing to the
Company convert the floating charge created by clause
3(a) hereby over the Charged Property Sixthly
described with immediate effect into a fixed charge
as regards any of the Charged Property Sixthly
described specified in the notice which the Bank
shall consider to be in danger of being seized or
sold under any form of distress, executed, diligence
or other process levied or threatened or which may be
or become in jeopardy or which have been made or may
become the subject of an injunction or otherwise
attached.
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6. At any time after the Bank shall have demanded payment of any
money or liabilities or other sums hereby secured the Bank may
exercise in respect of any of the Charged Property the power
of sale conferred upon mortgagees by Section 101 of the Law of
Property Act 1925 without the restriction imposed by Section
103 of that Act and the statutory powers of leasing conferred
on the Bank shall be extended so as to authorise the Bank to
lease and make arrangements for leases at a premium or
otherwise and accept surrenders of leases and grant options as
the Bank shall think expedient and without the need to observe
any of the provisions of Sections 99 and 100 of the said Act.
7. (a) At any time after the Bank shall have demanded
payment of any money or liabilities or other sums
hereby secured or at any time after the directors of
the Company shall have requested it so to do the Bank
may by writing under the hand of any officer of the
Bank authorise by the Bank from time to time or any
person authorised by such officer in writing appoint
any person or persons to be a Receiver or Receivers
of the Charged Property and to the extent permitted
by law remove any Receiver or Receivers so appointed
and appoint another or others in his or their place
and a Receiver or Receivers so appointed shall have
power in the name of or on behalf and at the cost of
the Company or at his or their option (but only with
the specific approval in writing of the Bank) in the
name of the Bank or at his or their option in his or
their own name(s) (and in any case notwithstanding
any liquidation of the Company) to do or omit to do
anything which the Company could do or omit to do in
relation to the Charged Property and in particular
(but without prejudice to the generality of the
foregoing) any such Receiver or Receivers may:-
(i) take possession of collect and get in any of the
Charged Property and for that purpose take any
proceedings in the name of the Company or otherwise
as may seem expedient.
(ii) carry on manage or concur in carrying on and managing
the business of the Company or any part thereof and
for any of those purposes raise or borrow any money
(including money for the completion with or without
modification of any building in the course of
construction and any development or project in which
the Company was engaged) from or incur any other
liability with the Bank or any other person and on
such terms as to interest or otherwise and with or
without security as the Receiver or Receivers may
think expedient and so that any such security may be
or include a charge on the Charged Property.
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(iii) forthwith and without the restriction imposed by
Section 103 of the Law of Property Act 1925 sell
realize dispose of or concur in selling realizing or
disposing of (but where necessary with the leave of
the Court) and without the need to observe any of the
provisions of Sections 99 and 100 of the said Act let
or concur in letting and surrender or concur in
surrendering and accept surrenders of leases or
tenancies of all or any of the Charged Property and
carry any such sale letting or surrender into effect
by conveying transferring assigning leasing letting
surrendering or accepting surrenders in the name and
on behalf of the Company (or other the estate owner)
and so that covenants and contractual obligations may
be granted in the name of and so as to bind the
Company (or other the estate owner) so far as the
Receiver or Receivers may consider it necessary
appropriate or expedient for the exercise of the
powers conferred by this Debenture so to do. Any such
sale realization disposal or lease may be for cash
debentures or other obligations shares stock or other
valuable consideration and may be payable in a lump
sum or by installments spread over such period as the
Receiver or Receivers shall think fit and so that any
consideration received or receivable shall IPSO FACTO
forthwith be and become charged with the payment of
all money and liabilities and other sums secured
hereby. Plant machinery and other fixtures may be
severed and sold separately from the premises
containing them without the consent of the Company
being obtained thereto.
(iv) promote the formation of a subsidiary company or
subsidiary companies of the Company with a view to
such subsidiary company or companies purchasing
leasing licensing or otherwise acquiring interests in
all or any of the assets of the Company or for
engaging employees or providing management or
services or purchasing or selling agencies or
distributors or for any other purpose or function
which may be regarded as necessary or appropriate by
such Receiver or Receivers from time to time.
(v) arrange for such subsidiary or subsidiaries to hide
or cease to trade as the Receiver or Receivers may
think fit from time to time.
(vi) arrange for such purchase lease licence or
acquisition of all or any of the assets of the
Company by any such subsidiary or subsidiaries on a
basis whereby the consideration may be for cash
shares debentures loan stock convertible loan stock
or other securities shares of profits or sums
calculated by reference to profits or turnover or
royalties or licence fees or otherwise howsoever and
whether or not secured on the assets of the
subsidiary or subsidiaries and whether or not such
consideration is payable, or receivable it a lump sum
or at any one time or a number of
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times or by installments spread over such period as
the Receiver or Receivers may think fit.
(vii) make any arrangement or compromise which he or they
shall think expedient.
(viii) make and effect all repairs renewals and any
improvements of the Company's plant machinery and
effects and maintain or renew all insurancies.
(ix) appoint managers agents officers servants and workmen
for any of the aforesaid purposes at such salaries
and for such periods as he or they may determine.
(x) cause the Company to grant such powers of attorney or
appoint agents as he or they may from time to time
think expedient.
(ix) do all such other acts and things as may from time to
time be considered by such Receiver or Receivers to
be incidental or conducive to any of the matters or
powers aforesaid or otherwise incidental or conducive
to the realisation of the Bank's security or the
exercise of his or their functions as Receiver or
Receivers.
(b) All money received by such Receiver or Receivers
shall be applied first in payment of his or their
remuneration and the costs of realisation including
all costs and expenses of or incidental to any
exercise of any power hereby conferred secondly in
providing for the matters specified in the first
three paragraphs of sub-Section 8 of Section 109 of
the Law of Property Act 1925 thirdly in or towards
the payment of any debts or other imposts which are
by statute made payable in preference to the moneys
hereby secured to the extent to which such debts or
imposts are made so payable and fourthly (when so
required) in or towards satisfaction of the money and
liabilities and other sums hereby secured and all the
foregoing provisions shall take effect as and by way
of variation and extension of the provisions of
Section 99 to 109 inclusive of the said Act which
provisions so varied and extended shall be regarded
as incorporated herein.
(c) Any Receiver or Receivers so appointed shall at all
times and for all purposes be deemed to be the Agent
or Agents of the Company and the Company shall be
solely responsible for his or their acts or defaults
and for his or their remuneration.
(d) Any such Receiver or Receivers shall be entitled to
remuneration for his or their services and the
services of his or their firm(s) appropriate to the
-7-
work and responsibilities involved upon the basis of
charging from time to time adopted by the Receiver or
Receivers in accordance with the current practice of
the Receiver or Receivers or his or their firms) and
without being limited by the maximum rate specified
in Section 109(6) of the Law of Property Act 1925.
(e) Provided that only money actually paid by the
Receiver or Receivers to the Bank shall be capable of
being applied by the Bank in or towards satisfaction
of any money or liabilities or other sums hereby
secured and so that the Bank may in its absolute
discretion at all times pending the payment to the
Bank of the whole of the money and liabilities and
other sums hereby secured place and keep to the
credit of a separate or suspense account any money
received by the Bank by virtue of this Debenture for
so long and in such manner as the Bank may determine
without any obligation to apply the same or any part
thereof in or towards the discharge of any money or
liabilities or other sums hereby secured.
8. During the continuance of this security the statutory powers
and any other powers of leasing letting entering into
agreements for leases or lettings and accepting or agreeing to
accept surrenders of leases shall not in relation to any
freehold or leasehold property now or at any time hereafter
acquired by or belonging to the Company or any part thereof be
exercisable by the Company nor shall the Company part with
possession of the same or any part thereof nor confer upon any
person firm company or body whatsoever any license right or
interest to occupy the same or any part thereof nor grant any
licence or permission to assign underlet or part with
possession of the same or any part thereof without in any such
case obtaining the consent of the Bank signified in writing
under the hand of any officer of the Bank authorised by the
Bank from time to time or any person authorised by such
officer.
9. During the continuance of this security the Company shall:-
(a) furnish to the Bank an annual Balance Sheet and
Profit and Loss Account and Trading Account showing
the true position of the Company's affairs in every
year certified by an Accountant approved by the Bank
and also from time to time such other information in
respect of the assets and liabilities of the Company
as the Bank may reasonably require.
(b) maintain at all times the aggregate value of the
Company's good book debts and cash in hand as
appearing in the Company's books and investments
quoted on any recognised Stock Exchange and its
marketable stock-in-trade (taken at cost or market
price whichever may be the lower according to the
best estimate that can be formed without it being
-8-
necessary to take stock for the purpose) at a sum
equal to the money and liabilities and other sums
from time to time owing or incurred to the Bank plus
a margin of two hundred percent (200%) or such other
margin as may from time to time be mutually agreed
and on such dates in every year as may from time to
time be agreed with the Bank the Company shall obtain
from the Managing Director of the Company for the
time being or if there shall be no Managing Director
then from one of the Directors of the Company and
furnish to the Bank a certificate showing the said
aggregate value together with details of any amounts
payable by the Company and outstanding which under
Sections 175 and 386 of the Insolvency Act 1986 or
under any other statute would in the event of the
liquidation of the Company constitute preferential
payments. For the purposes of this sub-cause there
shall be disregarded:
(i) any stock-in-trade the property in which
remains in the seller notwithstanding that
the Company may have agreed to purchase the
same and not withstanding that the same may
be in the possession order or disposition
of the Company; and
(ii) any book debts or cash in hand deriving
from any such stock-in-trade as is referred
to in paragraph (i) of this sub-clause.
(c) keep all buildings and fixtures hereby charged in a
good state of repair and all plant and machinery in
good working order and condition and insure and keep
insured all its property and effects of every
description in an office or offices or with other
insurers to be approved by the Bank against loss or
damage by fire and such other contingencies and risks
as may be required by the Bank m their full
reinstatement value for the time being in the joint
names of the Company and the Bank or with the
interest of the Bank endorsed on the policy or
policies or noted as the Bank may require and will
(unless deposited with a prior mortgagee at the date
hereof or unless the insurance to which such policy
or policies relate and which was approved by the Bank
was effected by a landlord with the respective
interests of the Bank and the Company endorsed or
noted thereon) deposit with the Bank such policies as
stay be required by the Bank and will duly pay all
premiums and sums payable for this purpose and
produce the receipts therefor to the Bank within
seven days of their becoming due and payable. If
default shall at any time be made by the Company in
keeping its buildings and fixtures and plant and
machinery or any part thereof in a good state of
repair and in good working order or in effecting or
keeping up any such insurance or in producing to the
Bank any such policy or receipt it shall be lawful
for but not obligatory on the Bank to repair and
maintain the same with power to enter any of the
Company's property for
-9-
that purpose or as the case may require to effect or
renew any such insurance as aforesaid as the Bank
shall think fit and any sum or sums so expended by
the Bank shall be repayable by the Company to the
Bank on demand together with interest as provided in
Clause 1 from the date of payment by the Bank as
aforesaid. All money which may at any time be
received or receivable under any such insurance or
any other insurance covering any of the property and
effects of the Company against such risks as
aforesaid shall be held in trust for the Bank and (at
the Bank's option) shall either be paid to the Bank
or shall be applied in replacing restoring or
reinstating the property destroyed or damaged.
(d) pay into its account or accounts with the Bank all
moneys which it may receive in respect of the book
and other debts and claims mortgaged (by way of
assignment) or charged by it or in respect of the
Interests in Securities.
(e) indemnify the Bank and as a separate covenant any
Receiver or Receivers appointed by it against all
existing and future rents taxes duties charges
assessments impositions and outgoing whatever
(whether imposed by deed or statute or otherwise and
whether in the nature of capital or revenue and even
though of a wholly novel character) now or at any
time during the continuance of this security payable
in respect of the premises hereby charged or any part
thereof or by the owner or occupier thereof. If any
such sums shall be paid by the Bank or any such
Receiver or Receivers the same shall be repaid by the
Company on demand with interest as provided in Clause
1 from the time or respective times of the same
having been paid or incurred by the Bank or such
Receiver or Receivers as the case may be.
(f) not (except with the prior consent in writing of the
Bank and then only on such terms and conditions as
the Bank may specify) remove from its freehold or
leasehold or heritable property any of the fixtures
fixed plant and machinery for the time being thereon.
10. The Company hereby irrevocably appoints the Bank and the
persons deriving title under them and their substitutes and
any Recover or Receivers appointed under the foregoing
provisions hereof jointly and also severally to be its
Attorney for it and in its name and on it behalf and as its
act and deed or otherwise to make any alteration or addition
or deletion in or to any documents which the Bank may require
for perfecting its title or for vesting any of the Charged
Property in the Bank or its nominees or any purchaser and to
redeliver the same thereafter and otherwise generally to
create issue sign seal and deliver and perfect any such legal
or other mortgage charge security or assignment as aforesaid
or (without executing any such mortgage charge security or
assignment) any deed assurance
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document or act which may be required or may be deemed proper
by the Receiver or Receivers (whether in favour of the Bank or
any other person and whether for the purpose of exercising any
power conferred by Clause 5, 6 or 7 or otherwise) on or in
connection with any sale lease disposition realisation or
getting in by the Bank or by any such Receiver or Receivers as
aforesaid of the said properties or any parts thereof or any
other property or assets of the Company under any power
applicable thereto or in connection with any other exercise of
any power hereunder. Without prejudice to the generality of
the foregoing the Company hereby covenants with the Bank and
separately with any such Receiver or Receivers as aforesaid
that if required so to do it will ratify and confirm (i) all
transactions entered into by him or them or by the Company at
his or their instance in the exercise or purported exercise of
his or their powers and (ii) all transactions entered into by
him or them in signing sealing delivering and otherwise
perfecting any assignment mortgage charge security deed
assurance or act as aforesaid and the Company irrevocably
acknowledges and agrees that the said power of attorney is
(INTER ALIA) given to him or them to secure the performance of
these obligations owed to him or them by the Company.
11. If the Bank receives notice of any subsequent charge or
assignment or other interest affecting the Charged Property
the Bank may open a new account or accounts for the Company:
if the Bank does not open a new account it shall nevertheless
be treated as if it had done so at the time when it received
notice and as from that time all payments made by or on behalf
of the Company to the Bank shall be credited or be treated as
having been credited to the new account and shall not operate
to reduce the amount due from the Company to the Bank at the
time when it received notice.
12. The Bank shall have in addition to any general lien or similar
right (if any) to which it may be entitled by law the right at
any time or times and without notice to the Company (as well
before as after any demand hereunder or otherwise) to combine
or consolidate all or any of the then existing accounts
(including accounts in the name of the Bank) with and
liabilities to the Bank of the Company and/or set off or
transfer any sum or sums standing to the credit of any one or
more of such accounts (whether subject to note or restriction
on availability or not and whether denominated in sterling or
in a foreign currency) in or towards satisfaction of any of
the liabilities of the Company to the Bank on any other
account or in any other respect whether such liabilities be
actual contingent primary collateral several or joint. In the
case of all accounts (whether denominated in sterling or in a
foreign currency) the Bank may elect to convert all or any
such account or accounts (in whole or in part) into the
currency or currencies of the whole or any part of the
Company's liabilities hereunder and the rate of exchange shall
be the Bank's spot rate for the currency in question
-11-
prevailing at or about 11:00 a.m. in London on the date the
Bank exercises its rights hereunder.
13. Any notice or demand by the Bank hereunder shall be deemed to
have been sufficiently given if sent by prepaid first class
letter post to the address stated herein or the address last
known to the Bank and shall be deemed to have been served upon
the addressee at 10:00 a.m. the next succeeding day (or if the
next succeeding day be a Sunday or any other day upon which no
delivery of letters is made at 10:00 a.m. the next succeeding
day on which a delivery of post is made) and in any other case
shall be deemed to have been served on the addressee upon
expiry of forty-eight hours from the time of posting of the
same and the aforesaid shall in the service of legal
proceedings be deemed to constitute good service.
14. The expression "the Bank" be hereinbefore used shall include
the Bank's assigns whether immediate or derivative. Any
appointment or removal under Clause 7 hereof or consents
hereunder may be made or given by writing signed or sealed by
any such assigns and the Company hereby irrevocably appoints
each of such assigns to be its Attorney in the terms and for
the purposes in Clause 10 hereinbefore set forth.
15. (a) The security hereby created is in addition to any
other security or securities which the Bank may now
or from time to time hold or take from the Company.
(b) the restriction on the right of consolidating
mortgage securities contained in Section 93 of the
Law of Property Act 1925 shall not apply to this
Debenture or any further or other security entered
into pursuant to this Debenture.
16. (a) Nothing herein contained shall operate so as to merge
or otherwise prejudice or affect any bill note
guarantee mortgage or other security or any
contractual or other right which the Bank may at any
time have for any money or liabilities or other sums
due owing or incurred by the Company to the Bank or
any right or remedy of the Bank thereunder and any
receipt release or discharge of the security provided
by or of any liability arising under this deed shall
not release or discharge the Company from any
liability to the Bank for the same or any other
moneys which may exist independently of this deed.
(b) Where the security hereby given to the Bank initially
takes effect as a collateral or further security then
notwithstanding any receipt release or discharge
endorsed on or given in respect of or under the
principal security to which this deed operates as a
collateral or further security the security
-12-
hereby provided shall in respect of any money or
liabilities or other sums which were originally
intended to be secured be an independent security for
any such money or liabilities or other sums.
17. Each of the provisions in this deed shall be severable and
distinct from one another and if at any time any one or more
of such provisions is or becomes invalid illegal or
unenforceable the validity legality and enforceability of the
remaining provisions hereof shall not in any way be affected
or impaired thereby.
IN WITNESS whereof the Company has hereunto affixed its Common Seal the day and
year first above written.
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THE SCHEDULE
(Registered Land)
- --------------------------------------------------------------------------------
PREMISES AT IN THE COUNTY OF REGISTERED AT H. M. LAND
REGISTRY UNDER TITLE NO.
THE COMMON SEAL OF
ADAYTUM KPS SOFTWARE LIMITED
was hereunder affixed pursuant to a Resolution of
the Board in the presence of:-
/s/ Mike Hartley
- -------------------------------------
Director
/s/ James Williams
- -------------------------------------
Secretary
For and on behalf of EXECUTED AS A DEED ON BEHALF
OF
LLOYDS BANK PLC Adaytum KPS Software Ltd.
/s/ Ian Courthope Wood /s/ JDG Haddleton
- ----------------------------- -----------------------------
I C WOOD DIRECTOR
SECURITIES CENTRE MANAGER /s/ James Williams
-----------------------------
SECRETARY
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CERTIFICATE OF THE REGISTRATION
OF A MORTGAGE OR CHARGE
I hereby certify that a mortgage or charge dated the __________, 19__
and created by _______________________________ for securing all moneys now due
or hereafter to become due or from time to time accruing due from the Company to
Lloyds Bank Plc on any account whatsoever was registered pursuant to Section 395
of the Companies Act, 1985, on the ___________________.
Given under my hand at Cardiff the __________, 19__.
Dated: __________, 19__
Registered __________, 19__
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TO
LLOYDS BANK PLC
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DEBENTURE
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THIS RELEASE made the ___ day of __________, 19__
BETWEEN LLOYDS BANK PLC
(Hereinafter called "the Bank") of the one part and the within-named Company
(hereinafter called "the Company") of the other part
WITNESSETH that the Bank as mortgagee HEREBY ASSIGNS AND RELEASES unto
the Company ALL the Charged Property real and personal charged by the
within-written Debenture TO HOLD the same unto the Company freed and discharged
from the within written Debenture and all principal moneys interest claims and
demands whatsoever thereunder
PROVIDED THAT this release shall not discharge the Company from any
liability to the Bank remaining to be paid or any other security held by the
Bank.
SIGNED SEALED AND DELIVERED
By
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as Attorney for Lloyds Bank Plc
in the presence of:
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