Exhibit 10.1 d
THIS TAX DEED OF COVENANT is made on April 6th 2001
BETWEEN:
(1) THE PERSONS whose names and addresses are set out in Part 1 of the
Schedule (together the "Covenantors"); and
(2) DYNAMOTIVE EUROPE LIMITED (registered in England and Wales under number
3244426) whose registered office is at 4 Goldington Road, Bedford MK40
3NF (the "Purchaser" on behalf of itself and its successors and assigns)
WHEREAS by an agreement dated of the same date as this Agreement ("the
Agreement") the Purchaser agreed to purchase 75% of the issued shares in the
capital of the Company owned by the Covenantors and the Covenantors agreed on
completion thereof to enter into this Deed
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Deed words and expressions shall have the meaning given to them
in the Agreement (unless specifically defined or varied herein) and in
addition the following definitions shall apply:-
"ACTUAL LIABILITY to Taxation" means any liability of a Company to make
an actual payment of Taxation;
"THE AUDITORS" means the auditors for the time being of the Company
(appropriate to the case);
"CLAIM" includes any assessment, notice, letter, demand or other document
issued or action taken by or on behalf of any Tax Authority whatsoever
(whether of the United Kingdom or elsewhere in the world) (whether issued
before or after the date hereof and whether satisfied or not at the date
hereof) from which it appears that a Liability to Taxation or a liability
to stamp duty has been or may be imposed or an increased or further
payment of Taxation or stamp duty is or may be required to be made or
that a right to Relief or repayment of Taxation may be denied or reduced
or set off and whether or not the Company or the Purchaser has or may
have any right of reimbursement against any other person and whether or
not the same is directly or primarily payable by or attributable to the
Company or the Purchaser;
"THE COMPANY" or "A COMPANY" means the companies listed in Part 2 of the
Schedule and each, any or all of them as the context shall require;
"EVENT" includes any payment, transaction, act, event or omission
(including without limitation entering into or Completion of the
Agreement, the death of any person, any failure to take any action which
would avoid an apportionment or deemed distribution of income and any
change in the residence of any person for the purposes of any Tax)
whether or not a Company is a party thereto and references to an Event
occurring on or before a particular date shall include an Event deemed to
occur or treated as occurring on or before that date and the combined
result of two or more Events the first of which only shall have taken
place on or before that date;
"INHERITANCE TAX" means inheritance tax charged under the Inheritance Tax
Act 1984;
"LIABILITY TO TAXATION" means
(a) any Actual Liability to Taxation regardless of whether such
liability shall have been discharged in whole or in part on or
before Completion (and, for the purposes of Clause 2, the amount
of such a Liability to Taxation shall be the amount of the actual
payment of Taxation which the Company is liable to make); or
(b) the loss by a Company (in whole or in part) of any Relevant Pre-
Completion Relief (and, for the purposes of Clause 2, if the
Relevant Pre-Completion Relief lost was a deduction from or set-
off against Taxation, the amount of such a Liability to Taxation
shall be the amount of the Relevant Pre-Completion Relief lost,
or, if the Relevant Pre-Completion Relief lost was a deduction
from or set-off against Profits, the amount of such a Liability
to Taxation shall be the amount of Taxation which would have been
saved but for the loss of the Relevant Pre-Completion Relief on
the basis of rates of Taxation current at the Completion Date); or
(c) the set-off of any Relevant Pre-Completion Relief or any Post-
Completion Relief against any Actual Liability to Taxation in
respect of which the Covenantors would, but for such set-off, have
been liable under Clause 2, or against any Profits of a Company
earned, accrued or received on or before Completion or in respect
of a period ended on or before Completion in circumstances where,
but for such set-off, a Company would have suffered an Actual
Liability to Taxation in respect of which the Covenantors would
have been liable under Clause 2 (and, for the purposes of Clause
2, the amount of such a Liability to Taxation shall be the amount
of the Relevant Pre-Completion Relief or Post-Completion Relief
set-off against an Actual Liability to Taxation or the amount of
Taxation saved as a result of the set-off of the Relevant Pre-
Completion Relief or Post-Completion Relief against Profits as
the case may be); or
(d) the loss by a Company (in whole or in part) of any right to
repayment of Taxation which was treated as an asset of the Company
and referred to or reflected in the Accounts or the set-off of any
such right to repayment of Taxation or any right to repayment of
Taxation which arises wholly as a result of an Event occurring
after Completion against an Actual Liability to Taxation in
respect of which the Covenantors would, but for such set-off, have
been liable under Clause 2 (and for the purposes of Clause 2, the
amount of such a Liability to Taxation shall be the amount of the
repayment of Taxation which would have been obtained but for the
loss or set-off) and references to repayment of Taxation in this
Deed shall include any repayment supplement or interest receivable
or claimable in respect thereof;
"POST-COMPLETION RELIEF" means any Relief which arises wholly as a result
of any Event occurring after Completion or by reference to an accounting
period of a Company commencing after Completion;
"PROFITS" includes income, profits or gains (including capital gains).
References to Profits made, earned, accrued or received shall include any
Profits deemed to have been or treated as made, earned, accrued or
received for the purpose of any Tax Statute;
"RELEVANT PRE-COMPLETION RELIEF" means
(a) any Relief which was treated as an asset of a Company or otherwise
referred to or reflected in the Accounts; or
(b) any Relief which was taken into account in computing (and so reducing
or eliminating) any provision for deferred Tax which appears in the
Accounts or which would have appeared in the Accounts but for the
presumed availability of such Relief;
"RELIEF" means any relief, loss, allowance, exemption, set-off, deduction
or credit available from or against Taxation or in computing Profits;
"TAX" OR "TAXATION" includes all forms of taxation and statutory,
governmental, state, provincial, local governmental or municipal
impositions, duties, contributions and levies, in each case whether of
the United Kingdom or elsewhere in the world whenever imposed and whether
chargeable directly or primarily against or attributable directly or
primarily to a Company or any other person and all penalties, fines,
surcharges, charges, costs and interest relating thereto PROVIDED THAT
references to Taxation shall not extend to stamp duty or penalties or
interest in respect thereof;
"TAX AUTHORITY" means any Tax or other authority, whether of the United
Kingdom or elsewhere;
"TAX STATUTE" means any statute, enactment, law regulation or arrangement
wheresoever enacted or issued, coming into force or entered into
providing for or imposing any Taxation;
1.2 The provisions of Clauses 1.1, 1.2, (c), (d), (e), (g), (h), (k), (l) and
(m) of the Agreement shall be deemed to be incorporated into this Deed.
1.3 References to the 'Purchaser' shall where the benefit of this Deed has
been assigned under Clause 12, mean the person or persons for the time
being entitled to the benefit of this Deed.
2. COVENANT
2.1 Subject as provided in this Deed the Covenantors covenant with the
Purchaser to pay to the Purchaser on the due date for payment pursuant to
Clause 6 an amount equal to 75% of:
(a) any Liability to Taxation resulting from or by reason of any Profits
made, earned, accrued or received by a Company on or before the
Completion Date or resulting directly or indirectly from (or by
reason of) any Event occurring on or before the Completion Date;
(b) any depletion in or reduction in value of the assets or increase in
the liabilities of the Purchaser or a Company as a result of any
Inheritance Tax which:
(i) is at Completion a charge on any of the Shares or any assets of
the Company or gives rise to a power to sell, mortgage or charge
any of the Shares or assets of the Company; or
(ii) after Completion becomes a charge on or gives rise to a power to
sell, mortgage or charge any of the Shares or assets of the
Company being a liability in respect of Inheritance Tax or
additional Inheritance Tax payable as a result of the death of any
person within seven years after a transfer of value (or a deemed
transfer of value) if a charge on or power to sell, mortgage or
charge any such Shares or assets existed at Completion or would,
if the death had occurred immediately before Completion and the
Inheritance Tax payable as a result thereof had not been paid,
have existed at Completion; or
(iii) arises as a result of a transfer of value occurring on or before
Completion (whether or not in conjunction with the death of any
person whenever occurring) which increased the value of the
assets of the Company;
(c) any Liability to Taxation of a Company which is the primary liability
of any other person (other than the Purchaser);
(d) any Liability to Taxation affecting a Company in respect of or
arising from any Event completed after Completion in pursuance of a
legally binding obligation or an arrangement, in either case whether
or not conditional, incurred or entered into on or before Completion;
(e) all costs and expenses reasonably and properly incurred or payable by
any Company or the Purchaser in connection with any matter for which
the Purchaser makes a claim under this Deed including in taking or
defending any action under this Deed.
2.2 In determining for the purposes of this Deed whether a charge on or power
to sell, mortgage or charge any of the Shares or assets of a Company
exists at any time the fact that any Inheritance Tax is not yet payable
or may be paid by instalments shall be disregarded and such Inheritance
Tax shall be treated as becoming due and a charge or power to sell,
mortgage or charge as arising on the date of the transfer of value or
other date or Event on or in respect of which it becomes payable or
arises.
2.3 The provisions of section 213 of the ITA shall not apply to any payments
falling to be made under this Deed.
2.4 Any payments made under sub-clauses 2.1(a)-(e) (inclusive) and Clause 9
shall be treated as an adjustment to the consideration paid by the
Purchaser for the Shares under the terms of the Agreement.
3. EXCLUSIONS
3.1 The Covenantors shall not be liable under Clause 2 of this Deed:-
(a) if and to the extent that a specific provision or reserve is made in
the Accounts (excluding for the avoidance of doubt the notes thereto
and the directors' and auditors' reports thereon in respect of the
matter giving rise to the Liability for Taxation and any provision
for deferred tax); or
(b) if and to the extent that the liability arises in the ordinary course
of business of the Company since the Accounting Date; or
(c) if and to the extent that such Liability to Taxation arises or is
increased as a result solely of any increase in rates of Taxation
made after Completion with retrospective effect or of a change in the
law made after Completion with retrospective effect or if and to the
extent it arises or is increased as a result of any change in
accounting policy introduced after Completion by any recognised
accounting body with retrospective effect or is otherwise
attributable to any legislation not in force at the date of this
Agreement which takes effect hereafter but this exclusion shall not
apply to any change made substantially in accordance with an
announcement made before the date of this Deed;
(d) if and to the extent that recovery has been made by the Purchaser
under the Warranties in respect of the same Liability to Taxation; or
(e) if and to the extent that the relevant liability to Taxation related
to the loss by the Company of any Relevant Pre-Completion Relief, to
the extent that the Company's aggregate Pre-Completion Reliefs are
equal to or greater than 500,000 pound sterling.
3.2 The provisions of Schedule 6 to the Agreement which are expressed to
apply to this Deed shall be incorporated into and shall apply to limit
the Covenantors' liability under this Deed by which limitations the
Purchaser agrees to be bound.
4. NOTIFICATION AND CONDUCT OF CLAIMS
4.1 If the Company or the Purchaser (as the case may be) shall become aware
after Completion of a Claim for Taxation relevant for the purposes of
this Deed or which may give rise to a Claim for breach of any of the Tax
Warranties, the Purchaser shall as soon as reasonably practicable (and in
the case of an assessment to or an actual demand for payment of Taxation,
in any event within 28 Business Days thereafter) give written notice
thereof to the Covenantors, provided that written notice shall not be a
condition precedent to liability of the Covenantors under this Deed.
4.2 If the Covenantors shall indemnify and secure the Company and/or the
Purchaser (as the case may be) to its reasonable satisfaction against all
liabilities, costs, damages or expenses which may be incurred thereby
including any additional Claim for Taxation and including the amount of
Taxation which is the subject of the Claim the Purchaser shall and shall
procure that the Company shall take such action and give such information
and assistance in connection with the Company's affairs at the
Covenantors' cost as the Covenantors may reasonably request in writing to
avoid, dispute, defend, resist, appeal or compromise any Claim (such a
Claim where action is so requested being hereinafter referred to as a
"Dispute") including but not limited to applying to postpone (so far as
legally possible) the payment of any Taxation and/or allowing the
Covenantors to undertake at their own expense the conduct of all or any
proceedings of whatsoever nature arising in connection with the Claim in
question PROVIDED THAT
(a) the Company and the Purchaser may take any action they think fit if
having given the Covenantors written notice of the receipt of such
Claim the Purchaser or the Company has not within 10 Business Days
thereafter received instructions in writing from the Covenantors or
their duly authorised agents as to the conduct of the Claim;
(b) neither the Company nor the Purchaser shall in any event be obliged
to take any action under this Clause 4 which would mean contesting
any Claim for Taxation before the High Court or any equivalent court
unless the Covenantors first provide the Purchaser or the Company (at
the Covenantors' cost) with the written opinion of leading Tax
Counsel that an appeal against the Claim for Taxation in question is,
in his opinion, and taking account of all the circumstances, on the
balance of probabilities, likely to succeed; and
(c) the Purchaser or the Company shall be entitled to admit, compromise,
settle, discharge or otherwise deal with any Claim for Tax on such
terms as it may in its absolute discretion think fit and without
prejudicing any right or remedy under this Deed where any Tax
Authority alleges fraud or wilful default, fraudulent or negligent
conduct or serious or persistent misdeclaration on the part of the
Company or any of the Covenantors in respect of any period prior to
the Completion Date.
4.3 Neither the Purchaser nor the Company shall be subject to any Claim by or
liability to the Covenantors on the grounds that the Purchaser or the
Company (as the case may be) has not complied with any of the foregoing
provisions of this Clause 4 or Clause 5 below if the Purchaser or the
Company (as the case may be) has bona fide acted in accordance with the
written instructions of one of the Covenantors.
5. CONDUCT OF DISPUTES
5.1 If the Covenantors undertake the conduct of a Dispute under Clause 4.2
above then:-
(a) the Purchaser shall be kept fully informed of all relevant matters
pertaining to the Dispute and shall be provided promptly with copies
of all correspondence and notes or other written records of telephone
conversations or meetings pertaining thereto at the cost of the
Covenantors;
(b) the appointment of solicitors or other professional advisers shall be
subject to the prior written approval of the Purchaser (such approval
not to be unreasonably withheld or delayed);
(c) all communications, written or otherwise, pertaining to the Dispute
which are likely to affect the amount of any future Taxation
Liability of the Company which are to be transmitted to any Tax
Authority shall first be submitted to the Purchaser for approval and
shall only be finally transmitted if such approval is given (such
approval not to be unreasonably withheld or delayed); and
(d) the Covenantors shall make no settlement or compromise of the Dispute
or agree any matter in the conduct of the Dispute which is likely to
affect the amount thereof or the future Tax liability of the Company
the Purchaser without the prior written approval of the Purchaser not
to be unreasonably withheld or delayed.
5.2 Neither the Purchaser nor the Company shall be required to take any
action which it reasonably considers will be unduly onerous or materially
prejudice it or otherwise damage the business of the Purchaser or the
Company or otherwise cause any officer or employee of the Purchaser or
the Company to be in breach of their duties or any law or regulation.
6. PAYMENT DATE
6.1 The following provisions shall apply in determining the due date for
payment under Clause 2 or Clause 9:-
(a) in a case which involves (and to the extent that it involves) an
actual payment of Taxation by the Company or the Purchaser which
Taxation has not already been paid and which is not yet due for
payment the Covenantors shall pay the amount due under this Deed on
or before the later of:-
(i) three Business Days prior to the date on which the Taxation in
question would have to be paid in order to prevent a liability
to interest or a fine, charge, penalty or surcharge from arising
in respect thereof or (if earlier) no later than three Business
Days prior to the date on which the Taxation in question must be
paid in order to entitle the Company or the Purchaser to make an
appeal against the assessment; and
(ii) seven Business Days after the Purchaser has served notice in
writing on the Covenantors or its duly authorised agents
demanding such payment; and
(b) in a case which involves (and to the extent that it involves) an
actual payment of Taxation by the Company or the Purchaser which
Taxation has already been paid or become due for payment, the
Covenantors shall pay the amount due under this Deed within three
Business Days after receipt of a written demand for such payment from
the Purchaser or the Company; and
(c) in a case which involves the loss or set off by the Company of any
Relevant Pre-Completion Relief or the set off of any Post-Completion
Relief, the Covenantors shall pay the amount due under this Deed on
the last date on which that Company would have had to have paid to
the appropriate Taxing Authority the Tax which would have been saved
(had the Relevant Pre-Completion Relief or Post-Completion Relief
been available) in order to avoid incurring a liability to interest
or a charge or penalty in respect of that Tax; and
(d) in a case which involves the loss by the Company of any right to
repayment of Taxation which was treated as an asset of the Company or
otherwise referred to or reflected in the Accounts or the set-off of
any such right to repayment of Taxation, the Covenantors shall pay
the amount due under this Deed on the later of three Business Days
after receipt of a demand for such payment from the Purchaser and the
date on which such right to repayment (or increased repayment) of
Taxation would have been due were it not for such loss or set-off; and
(e) in any other case three Business Days after service by the Purchaser
or the Company of a written demand for the payments for which the
Covenantors are liable under this Deed.
6.2 All payments under this Deed shall be made in cleared funds.
7. INTEREST ON LATE PAYMENT
Payment due to be made by the Covenantors under this Deed shall (in
addition to any interest or penalties included in such payment) carry
interest from the due date for payment up to and including the date of
actual payment at the rate of two per cent per annum above the base rate
from time to time of Barclays Bank Plc such interest to accrue from day
to day both before and after any judgment and to be compounded annually.
8. DEDUCTIONS FROM PAYMENTS
8.1 All sums payable by the Covenantors to the Purchaser under this Deed
shall be paid free and clear of any set-off, counterclaim, deduction or
withholding whatsoever save only as may be required by law.
8.2 If any such deduction or withholding as is referred to in Clause 8.1
above is required by law the Covenantors shall be obliged to pay to the
Purchaser such additional sum as will after such deduction or withholding
has been made leave the Purchaser with the same amount as it would have
been entitled to receive in the absence of such deduction or withholding
but taking into account any credit or benefit received by the Purchaser
in connection therewith.
8.3 If any sum payable by the Covenantors to the Purchaser under this Deed
shall be charged to Tax by any Tax Authority in the hands of the
recipient the same obligation to make an increased payment as is referred
to in Clause 8.2 shall apply in relation to such sum as if it were a
deduction or withholding required by law.
9. STAMP DUTY
The Covenantors hereby jointly and severally warrant to the Purchaser
that all the documents forming part of the title to any asset of the
Company or which the Purchaser or the Company may wish to enforce or
produce in evidence are duly stamped and have where appropriate been
adjudicated. The Covenantors hereby jointly and severally agree that in
the event of a breach of this warranty they shall pay to the Purchaser on
demand by way of liquidated damages an amount equal to the unpaid stamp
duty and any interest or penalties payable in respect thereof.
10. ENFORCEABILITY
For the avoidance of doubt the covenants contained in this Deed shall be
enforceable before as well as after any payment covered by such covenants
has been made and if the covenants contained herein shall be found void
or invalid for any reason but would be valid if the application thereof
to a particular claim, Event or form of Taxation or other provision in
this Deed were limited or deleted the covenants shall apply with such
modification as may be necessary to make it valid and effective.
11. NO WAIVER
The provisions of Clause [13] of the Agreement shall apply as if
incorporated herein save that references to "Agreement" shall be read and
construed as references to this Deed.
12. ASSIGNMENT
The provisions of clause [17] of the Agreement shall apply to this Deed
mutatis mutandis.
13. COUNTERPARTS
This Deed may be entered into in any number of counterparts and by the
parties to it on separate counterparts, each of which when so executed
and delivered shall be an original but all the counterparts together
shall constitute one and the same Deed.
14. NOTICES
Any notice to be given under this Deed shall be given in accordance with
the provisions of Clause [10] of the Agreement.
15. LAW AND JURISDICTION
The provisions of Clause [16] of the Agreement shall apply as if
incorporated herein save that the references to "Agreement" shall be read
and construed as a reference to this Deed.
16. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this Agreement shall have no rights under
the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this Agreement but this shall not affect any right or remedy of a third
party which exists or is available apart from that Act.
IN WITNESS whereof this document has been duly executed as a Deed the day and
year first above written.
SCHEDULE
Part 1
NAME OF COVENANTORS ADDRESS
David John Turnbull 9 Barony Knoll
Jedburgh Road
Kelso
Roxburghshire
Dr Nigel John Burton Minerva House
6 Barnsbury Square
London
N1 1JL
John Michael Seed Woodend Farm
Duns
Berwickshire
TD11 3QW
David Archibald Seed Cothill Farm
Duns
Berwickshire
TD10 6YW
John Francis Seed Polwarth Bank
Duns
Berwickshire
TD10 6YP
Mrs Agnes Lawson Seed Polwarth Bank
Duns
Berwickshire
TD10 6YP
Mrs Barbara Louise Seed Woodend Farm
Duns
Berwickshire
TD11 3QW
Henry Forrest Frew Newton Brae
Foulden
Berwick-upon-Tweed
TD15 1UL
Mrs Patricia Anne Frew Newton Brae
Foulden
Berwick-upon-Tweed
TD15 1UL
Dr. Adrian Clive Bowles South Cottage
Hodson
Swindon
Wiltshire
SN4 0QG
Dr. Alan John Green 1A Springmill
Ogden
Newhey
Rochdale
OL16 3TQ
EcoGen Projects Limited Meadowmist
Church Hill
Chacewater
Truro
Cornwall
BSW FORESTRY LIMITED EAST END
EARLSTON
BERWICKSHIRE
PART 2
COMPANY NUMBER
Border Biofuels Limited SC137495
The Electric Tree Company Limited SC152492
Incetec Limited 3150777
Emisary Limited 3150758
Border Biofuels (Charlesfield) Limited SC152491
Biomass Energy Limited SC160403
Wood Power (Scotland) Limited SC161260
Ecogen Kielder Biomass Limited 3328637
Biomass Heating Investments Limited SC194722
Biomass Processing Limited SC137351
Third Generation Limited SC152057
SIGNED as a DEED by the said )
DAVID JOHN TURNBULL ) /Signature/
in the presence of: )
Witness' signature ........ /Signature/.........................
Name: ..Martin Reynard.............................
Address: ..16B Merchestonews..........................
..Edinbough..................................
Occupation: ..General Manager............................
SIGNED as a DEED by the said )
DR. NIGEL JOHN BURTON ) /Signature/
in the presence of: )
Witness' signature ........ /Signature/.........................
Name: ..Martin Reynard.............................
Address: ..16B Merchestonews..........................
..Edinbough..................................
Occupation: ..General Manager............................
SIGNED as a DEED by the said )
JOHN MICHAEL SEED ) /Signature/
in the presence of: )
Witness' signature ........ /Signature/.........................
Name: ..Martin Reynard.............................
Address: ..16B Merchestonews..........................
..Edinbough..................................
Occupation: ..General Manager............................
SIGNED as a DEED by the said )
DAVID ARCHIBALD SEED ) /Signature/
in the presence of: )
Witness' signature ........ /Signature/.........................
Name: ..Martin Reynard.............................
Address: ..16B Merchestonews..........................
..Edinbough..................................
Occupation: ..General Manager............................
SIGNED as a DEED by the said )
JOHN FRANCIS SEED ) /Signature/
in the presence of: )
Witness' signature ........ /Signature/.........................
Name: ..Martin Reynard.............................
Address: ..16B Merchestonews..........................
..Edinbough..................................
Occupation: ..General Manager............................
SIGNED as a DEED by the said )
AGNES LAWSON SEED ) /Signature/
in the presence of: )
Witness' signature ........ /Signature/.........................
Name: ..Martin Reynard.............................
Address: ..16B Merchestonews..........................
..Edinbough..................................
Occupation: ..General Manager............................
SIGNED as a DEED by the said )
BARBARA LOUISE SEED ) /Signature/
in the presence of: )
Witness' signature ........ /Signature/.........................
Name: ..Martin Reynard.............................
Address: ..16B Merchestonews..........................
..Edinbough..................................
Occupation: ..General Manager............................
SIGNED as a DEED by the said )
HENRY FORREST FREW ) /Signature/
in the presence of: )
Witness' signature ........ /Signature/.........................
Name: ..Martin Reynard.............................
Address: ..16B Merchestonews..........................
..Edinbough..................................
Occupation: ..General Manager............................
SIGNED as a DEED by the said )
PATRICIA ANNE FREW ) /Signature/
in the presence of: )
Witness' signature ........ /Signature/.........................
Name: ..Martin Reynard.............................
Address: ..16B Merchestonews..........................
..Edinbough..................................
Occupation: ..General Manager............................
SIGNED as a DEED by the said )
DR. ADRIAN CLIVE BOWLES ) /Signature/
in the presence of: )
Witness' signature ........ /Signature/.........................
Name: ..Martin Reynard.............................
Address: ..16B Merchestonews..........................
..Edinbough..................................
Occupation: ..General Manager............................
SIGNED as a DEED by the said )
DR. ALAN JOHN GREEN ) /Signature/
in the presence of: )
Witness' signature ........ /Signature/.........................
Name: ..Martin Reynard.............................
Address: ..16B Merchestonews..........................
..Edinbough..................................
Occupation: ..General Manager............................
EXECUTED AND DELIVERED AS A DEED by )
ECOGEN PROJECTS LIMITED ) /Signature/
acting by:- )
Witness' signature ........ /Signature/.........................
Name: ..Martin Reynard.............................
Address: ..16B Merchestonews..........................
..Edinbough..................................
Occupation: ..General Manager............................
EXECUTED AND DELIVERED AS A DEED by )
BSW FORESTRY LIMITED ) /Signature/
acting by )
Witness' signature ........ /Signature/.........................
Name: ..Martin Reynard.............................
Address: ..16B Merchestonews..........................
..Edinbough..................................
Occupation: ..General Manager............................
DATED April 6th 2001
JOHN MICHAEL SEED & Others
- and -
DYNAMOTIVE EUROPE LIMITED
------------------------------------------
TAX DEED OF COVENANT
relating to
BORDER BIOFUELS LIMITED
-------------------------------------------
NICHOLSON GRAHAM & JONES
110 Cannon Street
London EC4N 6AR
Tel: 020 7648 9000
Fax: 020 7648 9001
Ref: KXG/D386-5