EXHIBIT 2.4(c)
CONFORMED COPY
DATED 21st December 1995
AUTOMATED SECURITY (HOLDINGS) PLC
- and -
LLOYDS BANK Plc
as Security Trustee
- and -
LLOYDS BANK Plc
as Agent
- and -
THE BANKS
- and -
MIDLAND BANK plc
as Working Capital Bank
- and -
THE US LOAN NOTE HOLDERS
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INTER-CREDITOR AGREEMENT
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THIS INTER-CREDITOR AGREEMENT is dated 21st December 1995 and made
BETWEEN:
(1) AUTOMATED SECURITY (HOLDINGS) PLC, a company incorporated under the laws of
England and Wales with registered number 321639, whose registered office is
at The Clock House, The Campus, Hemel Hempstead, Hertfordshire, HP2 7TL
(the "Company");
(2) LLOYDS BANK Plc of P.O. Box 560, Regent House, St. John's Row, Bedminster,
Bristol, BS99 1PQ as the Security Trustee (as such term is more
particularly defined below);
(3) LLOYDS BANK Plc of P.O. Box 560, Regent House, St. John's Row, Bedminster,
Bristol, BS99 1PQ as the Agent;
(4) THE BANKS as defined below;
(5) MIDLAND BANK plc of Magnus House, 3 Lower Thames Street, London EC3R 6HA as
the Working Capital Bank; and
(6) THE US LOAN NOTE HOLDERS as defined below being at the date hereof THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS
1.1 In this Agreement the following expressions shall have the following
meanings (except where the context otherwise requires):
"Adjusted Bank Principal Liabilities" means the Bank Liabilities in so far
as they relate to principal amounts outstanding under the Credit Agreement
adjusted so that all amounts of success fees paid after the date hereof are
deemed to have been applied against such principal amounts;
"Adjusted Note Principal Liabilities" means the Note Holder Liabilities in
so far as they relate to amounts of principal of the US Loan Notes adjusted
so that all amounts of success fees and yield maintenance premiums paid
after the date hereof are deemed to have been applied against the principal
amount of the US Loan Notes;
"Bank Liabilities" means all present and future sums, liabilities and
obligations (whether actual, contingent, present and/or future) payable or
owing by the Company to the Banks under the Credit Agreement and the
Security Documents;
"Banks" means all and each of the Agent, the Banks and the Working Capital
Banks (as such terms are defined in the Credit Agreement);
"Credit Agreement" means a credit agreement of even date and made between
(1) Automated Security (Holdings) PLC, (2) certain Subsidiaries of
Automated Security (Holdings) PLC, (3) the Banks (as defined therein), (4)
Lloyds Bank Plc as agent and (5) Midland Bank plc as Working Capital Bank;
"Creditors" means all and each of the Banks and the US Loan Note Holders;
"Default" means a Default or an Event of Default as defined in any of the
Financing Agreements and any other event whatsoever which would (whether
with the giving of notice or otherwise) have the effect of causing any of
the Liabilities to become immediately due and payable;
"Fees Letter" means a letter addressed by the Security Trustee to the
Company and described on its face as the Fees Letter;
"Financing Agreements" means all and each of the Credit Agreement, the US
Loan Notes and the US Loan Notes Instrument;
"Liabilities" means the aggregate of the Bank Liabilities and the Note
Holder Liabilities; and
"Majority Creditors" means those Creditors (on the basis that an
institution can be counted only once) being a majority in number and who
are owed not less than 51 per cent of the Liabilities;
"Note Holder Liabilities" means all present and future sums, liabilities
and obligations (whether actual, contingent, present or future) payable or
owing by the Company in respect of the US Loan Notes to any of the US Loan
Note Holders under the US Loan Note Instrument or the US Loan Notes;
"Required Holder(s)" has the meaning attributed thereto in the US Loan Note
Instrument;
"Security Documents" means the Security Documents as defined in the Credit
Agreement and the US Loan Note Instrument;
"Security Trustee" means Lloyds Bank Plc in its capacity as security agent
and security trustee for all and each of the Banks, the Agent and the US
Loan Note Holders and each successor security Trustee appointed under
Clause 3.1;
"Sharing Proportions" means, in relation to the Banks as a whole and the US
Loan Note Holders as a whole, those proportions as determined and as
adjusted from time to time pursuant to Clause 6, and "Sharing Proportion"
shall be construed accordingly;
"US Loan Notes" means the Company's $60,721,638, 8.28 per cent senior notes
due 1998;
"US Loan Note Holders" means the holders for the time being of the US Loan
Notes; and
"US Loan Notes Instrument" means the Note Agreement dated as of May 27,
1994 between the Company and The Prudential Insurance Company of America as
amended by a First Amendment dated on or about the date hereof made between
the same parties.
1.2 Terms defined in the Credit Agreement have the same meanings in this
Agreement except as otherwise defined herein.
1.3 Unless the context or the express provisions of this Agreement otherwise
requires:
(a) words importing the singular shall include the plural and vice versa;
(b) the term "assets" includes properties and revenues;
(c) all references to documents include all variations and replacements
thereof and supplements thereto but with prejudice to any restrictions
on the same;
(d) all references to a party include references to its permitted assigns
and transferees and its successors in title and (where applicable) to
any replacement or additional trustee or agent; and
(e) headings are for convenience only and shall not affect the
construction hereof.
2. UNDERTAKINGS OF THE COMPANY AND THE CREDITORS
2.1 From and after the date hereof and so long as any of the Liabilities are or
may be outstanding, except with the prior consent of the Majority Creditors
(subject to Clause 7.1.3), the Company and each other member of the Group
will not secure all or any part of the Liabilities otherwise than by the
Security Document.
2.2 Each Creditor undertakes that, without the prior consent of the Majority
Creditors (subject to Clause 7.1.3), it shall not take, accept or receive
the benefit of any security interest from the Company or any other member
of the Group unless first or at the same time there is conferred on the
other Creditors the benefit of such security interest.
3. SECURITY TRUSTEE
3.1 Each Creditor hereby irrevocably appoints the Security Trustee to act as
its agent and trustee in connection with the Security Documents and this
Agreement and, subject to the other terms hereof, for such purposes
irrevocably authorises the Security Trustee to take such action and to
exercise and carry out all the discretions, authorities, rights, powers and
duties as are specifically delegated to the Security Trustee in each of
this Agreement and the Security Documents together with such powers and
discretions as are incidental thereto. The Security Trustee shall have no
duties or responsibilities except those expressly set out in this Agreement
and the Security Documents.
3.2 The Security Trustee shall, subject to the other terms hereof, act
hereunder and under the Security Documents in accordance with the
instructions of the Majority Creditors and any such instructions given
pursuant to this sub-Clause 3.2 and any action taken by the Security
Trustee in connection therewith shall be binding upon all the Creditors.
3.3 The Security Trustee shall not be obliged to take any steps to ascertain
whether any Default (as defined in the Credit Agreement or the US Loan
Notes Instrument) has happened or exists and, until the Security Trustee
shall have received express notice to the contrary from a Creditor, the
Security Trustee shall be entitled to assume that no Default (as so
defined) has happened or exists.
3.4 The Security Trustee will be entitled to rely on any communication or
document believe by it to be genuine and correct and to have been
communicated or signed by the person by whom it purports to be communicated
or signed and shall not be liable to any of the parties to this Agreement
for any of the consequences of such reliance.
3.5 The Security Trustee shall not be obliged to take or commence any legal
action or proceeding against any person, body or corporation arising out of
or in connection with this Agreement or the Security Documents until it
shall have been indemnified or secured to its satisfaction against any and
all costs, claims and expenses (including, but not limited to, legal fees
and expenses which it may expend or incur in such legal action or
proceeding).
3.6 Neither the Security Trustee nor any of its directors, employees or agents
shall be liable for any action taken or omitted to be taken by it or any of
them under or in connection with this Agreement or the Security Documents
unless caused by its or their negligence or wilful misconduct. The Security
Trustee shall not be responsible for any statements, representations or
warranties in this Agreement or the Security Documents or for any
information supplied or provided or hereafter to be supplied or provided to
the Creditors, in respect of any matter relating to this Agreement, the
Security Documents or for the execution, effectiveness, genuineness,
validity, enforceability or sufficiency of such documents or any of the
other documents referred to herein or therein or for the recoverability of
any of the Bank Liabilities or the Note Holder Liabilities or any of the
other sums to become due and payable pursuant hereto.
3.7 Each Creditor acknowledges that it has, independently and without reliance
on the security Trustee and based on such documents and information as is
deemed appropriate, made its own analysis of the transactions contemplated
by the Financing Agreements, reached its own decision to enter into the
relevant Financing Agreements and made its own investigation of the
financial condition and affairs of each member of the Group and its own
appraisal of the credit worthiness of each member of the Group. Save as
specifically provided herein the Security Trustee shall not be under any
duty or obligation, either initially or on a continuing basis, to provide
any Creditor with any credit information or other information with respect
to the financial condition of any member of the Group. Each Creditor
further acknowledges that it will, independently and without reliance on
the Security Trustee and based on such documents and information as it
shall deem appropriate at the time, make its own decisions in taking or not
taking action under this Agreement and the Security Documents.
3.8 The Security Trustee shall be entitled to obtain and rely on the advice of
any professional advisers selected by it given in connection with this
Agreement and the Security Documents or any of the matters contemplated
hereby or thereby, and shall not be liable to the Creditors or any of them
for any of the consequences of such reliance.
3.9 With respect to its own participations in any of the Bank Liabilities or
the Note Holder Liabilities, the Security Trustee shall have the same
rights and powers under and in respect of this Agreement and the Security
Documents as though it was not also acting as agent and trustee for the
Creditors. The Security Trustee may, without liability to account, accept
deposits from, lend money to and generally engage in any kind of banking or
trust business with or for the Company as if it was not the agent and
trustee for the Creditors.
3.10 The Creditors agree to indemnify the Security Trustee (to the extent not
reimbursed by members of the Group) rateably according to that part of the
aggregate of the Bank Liabilities and the Note Holder Liabilities owed to
each Creditor from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses and
disbursements of any kind or nature whatsoever which may be imposed on,
incurred by or asserted against the Security Trustee in its capacity as
agent and trustee for the Creditors or in any way relating to or arising
out of this Agreement and the Security Documents or any action taken or
omitted by the Security Trustee in enforcing or preserving the rights of
the Creditors under this Agreement and the Security Documents provided that
no damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Security Trustee's negligence or wilful
misconduct PROVIDED THAT no Creditor shall be liable in the aggregate to
the Security Trustee for an amount in excess of the Principal Bank
Liabilities or the Principal Note Holder Liabilities owed to such Creditor.
3.11 Subject to the appointment and acceptance of a successor Security Trustee
as provided below, the Security Trustee may resign at any time by giving to
the Agent
and the US Loan Note Holder not less than thirty (30) days' notice of its
intention to do so. Upon receipt of such notice or resignation the
Creditors shall appoint as successor Security Trustee any bank or financial
institution selected by the Majority Creditors which is willing and able to
act as such agent for the Creditors. If no such successor Security Trustee
is selected within thirty (30) days after such Security Trustee's giving of
notice of resignation then the Security Trustee shall have the right to
appoint such a successor Security Trustee. Any such appointment shall take
effect upon notice thereof being given to the Agent and the US Loan Note
Holder. Thereafter, the resigning Security Trustee shall be discharged from
any further obligation under this Agreement and the Security Documents and
its successor and each of the other parties hereto and thereto shall have
the same rights and obligations inter se as they would have had if such
successor had been a party to this Agreement and the Security Documents in
place of the resigning Security Trustee. The resigning Security Trustee
shall make over to its successor all such records as its successor requires
to carry out its duties.
3.12 The Security Trustee may from time to time in its sole discretion by
written notice to the Agent and the US Loan Note Holder designate a
different office in the United Kingdom from which its duties as the
Security Trustee will thereafter be performed.
3.13 The Security Trustee shall accept without investigation, requisition or
objection such title as any person may have to the undertaking, property
and assets the subject of the Security Documents and shall not be bound or
concerned to examine or enquire into nor be liable for any defect or
failure in the title of any person whether such effect or failure was known
to the Security Trustee or might have been discovered upon examination or
enquiry and whether capable of remedy or not nor for any failure on the
part of the Security Trustee to give notice to any third party of the
Security Documents or otherwise perfect or register the security thereby
created.
3.14 Each of the Creditors hereby confirms and agrees that it does not wish to
be registered in accordance with Rule 146 of the Land Registration Rules
1925 as the joint proprietor of any mortgage or charge created pursuant to
any Security Documents and accordingly authorises the Security Trustee to
hold such mortgage or charge in its sole name as Trustee for the Creditors
and hereby requests HM Land Registry to register the Security Trustee as
the sole proprietor of any such mortgage or charge.
3.15 The Security Trustee may:
(a) act as agent or trustee or in a fiduciary or other capacity on behalf
of any other group of banks or financial institutions providing
facilities to any member of the Group or any associated company of a
member of the Group or any associated company of a member of the Group
without regard to the effect of exercising or omitting to exercise its
discretions, authorities, rights, powers and duties in such capacity
in the interests of the Creditors and may act or omit to act in such
capacity as freely in all
respects as if the Security Trustee had not been appointed to act as
agent for the creditors; and
(b) subscribe for, hold or be or become beneficially entitled to, or
dispose of, shares or securities, or options or other rights to and
interests in shares or securities in any member of the group or any
associated company of a member of the Group (and, in each case, may do
so without liability to account).
3.16 For so long as Lloyds Bank Plc is the Security Trustee, the Capital Markets
Group of Lloyds Bank Plc shall be treated as a separate entity from any
other of the divisions of the Security Trustee or its Subsidiaries and,
notwithstanding the generality of the foregoing, in the event that any of
the Security Trustee's divisions (including its Capital Markets Group) or
similar units or Subsidiaries should act of any member of the Group in any
capacity (whether as bankers or otherwise) in relation to any other matter,
any information given by any member of the Group to such divisions, similar
units or Subsidiaries shall be treated as confidential and the Security
Trustee shall, as between itself and the Creditors, not be obliged to
disclose the same to any Creditor or any other person.
3.17 For the purposes of this Agreement, the Security Trustee shall be deemed
not to have any actual knowledge or actual notice of the contents of any
information obtained by it or supplied to it by or on behalf of any member
of the Group other than the contents of information obtained by or supplied
to it as Security Trustee for the Creditors pursuant to or in connection
with this Agreement.
4. ENFORCEMENT
At any time after the Liabilities have become immediately due and payable
pursuant to Clause 15.2 of the Credit Agreement and paragraph 7A of the US
Loan Notes Instrument, the Security Trustee shall enforce the Security
Documents as directed by the Majority Creditors.
5. DISTRIBUTION OF ENFORCEMENT PROCEEDS
5.1 On the enforcement (whether successful or not) of any or all of the
Security Documents, the Security Trustee shall be entitled to deduct from
the proceeds of each enforcement (which expression shall include all
amounts realized or recovered by the Security Trustee on or after such
enforcement) its costs, charges and expenses incurred in connection with
such enforcement.
5.2 Each Creditor and the Security Trustee hereby agrees that any credit
balance held with a Bank which is taken into account by such Bank when
providing an overdraft under the terms of the Credit Agreement up to a net
limit may be set-off and applied against any debit balance on the relevant
overdraft at any time after such debit balance becomes immediately due and
payable and the Creditors (other than
such Bank) and the Security Trustee shall have no claim to, or interest in,
any credit balance so applied.
5.3 After making any deductions allowed by Clause 5.1, all proceeds of
enforcement of the Security Documents shall be applied:
(i) first, by distributing such proceeds to the Agent for the account of
itself and the Banks up to an aggregate amount not exceeding the
amount in Sterling by which the aggregate principal amount outstanding
under the Credit Agreement (as at the date the Agent serves notice
under Clause 15.2.1 of the Credit Agreement) exceeds (pound)81,641,000
(and for these purposes amounts denominated in currencies other than
Sterling will be taken into account on the basis of the Sterling
Equivalent thereof as at such date) PROVIDED THAT the proceeds
distributed under this sub-Clause (i) shall not exceed
(pound)5,000,000 and FURTHER PROVIDED THAT this Clause (i) shall be of
no further force or effect following the reduction of the Facilities
contemplated by sub-Clauses (a) and (b) of Clause 10.2.1 of the Credit
Agreement;
(ii) secondly, after the application referred to in (i) above, by
distributing such proceeds to the Agent for the account of the Banks
for application against the Bank Liabilities and to the US Loan Note
Holders for application against the Note Holder Liabilities pro rata
to the Adjusted Bank Principal Liabilities and the Adjusted Note
Principal Liabilities (calculated in Sterling using the relevant spot
rate of exchange at the time of distribution) PROVIDED THAT after the
first of either the Bank Liabilities or the Note Holder Liabilities
having been discharged in full then all proceeds shall go solely to
the payment of whichever of the Bank Liabilities or the Note Holder
Liabilities which remains undischarged; and
(iii)thirdly, after the discharge in full of the Liabilities, by
distributing the remaining proceeds of enforcement to the person or
persons next entitled to them.
5.4 The Security Trustee shall notify the Creditors of any proposed
distribution and the proposed date of distribution.
5.5 If any future and/or contingent liability included in any calculation of
the Liabilities finally matures or is settled for less than the future
and/or contingent amount provided for in the relevant calculation, the
relevant Creditor shall notify the Security Trustee of that fact and such
adjustment shall be made by payment by such Creditor to the Security
Trustee for distribution amongst the other Creditors as may be necessary to
put the Creditors into the position they would have been in (but taking no
account of the time cost of money) had the original distribution been made
on the basis of the actual as opposed to the future and/or contingent
liability.
5.6 The Security Trustee may, at its discretion, accumulate proceeds of
enforcement and/or disposals on an interest bearing account in its own name
until there is a minimum of (pound)1,000,000 to distribute under Clause
5.3.
6. SHARING PROPORTIONS ADJUSTMENTS
6.1 At the time of any relevant distribution, the Sharing Proportions shall be
determined as follows:
(i) the Sharing Proportion of the Banks (rounded to four decimal places)
shall be calculated as follows:
Maximum principal available amount
of the Facilities immediately prior to the
distribution
--------------------------------------------- x100
The principal amount of the US Loan Notes
and the maximum principal available amount
of the Facilities immediately prior to the
distribution
(ii) The Sharing Proportion of the US Loan Note Holders (rounded to four
decimal places) shall be calculated as follows:
Principal amount of US Loan Notes
immediately prior to the distribution
--------------------------------------------- x100
The principal amount of the US Loan
Notes and the maximum principal available
amount of the Facilities immediately
prior to the distribution
6.2 For the avoidance of doubt, in calculating for the purposes of Clause 6.1
the principal amount of the US Loan Notes, no account shall be taken of
any yield maintenance premium payable in respect of the US Loan Notes.
6.3 In determining the proportions in Clauses (i) and (ii) of Clause 6.1, with
respect to any principal amount in US Dollars, the Sterling Equivalent
thereof calculated as at the date of the relevant distribution shall be
used.
7. DECISIONS IF THE MAJORITY CREDITORS
7.1.1 In relation to any matter that requires the consent or approval or waiver
or any other type of decision (the "Consent") of the Majority Creditors,
the Company shall inform the Banks (through the Agent) and the US Loan
Note Holders of the Consent that is required. Once they have considered
the relevant matter, each Bank (through the Agent) and each US Loan Note
Holder will inform the Security Trustee whether or not they are prepared
to give the relevant Consent. As soon as practicable, the
Security Trustee will inform the Company, the Agent and the US Loan Note
Holders whether or not the Majority Creditors have given the relevant
Consent.
7.1.2 If the Creditors are requested to amend the financial covenants in the
Credit Agreement and the US Loan Notes Instrument the Security Trustee
will convene such meetings as are necessary for the purpose of considering
the proposed amendments and will inform the Company of the decision of the
Majority Creditors as and when such decision is made. In the event that
amended financial covenants are agreed by the Majority Creditors each of
the parties hereto agrees to amend the Credit Agreement and the US Loan
Notes Instrument accordingly.
7.1.3 Notwithstanding any other provision of this Agreement, without the consent
of the Required Holder(s), the Majority Creditors shall not consent to the
securing by any member of the Group of any part of the Liabilities unless
the Note Holder Liabilities are secured on a pro rata basis.
8. AMENDMENTS TO THE FINANCING AGREEMENTS
8.1 The US Loan Note Holders hereby undertake with the Banks that, while the
Bank Liabilities are outstanding, they shall not consent to any amendment
or variation of the maturity or interest rate of the US Loan Notes or
paragraphs 4A, 4B, 4F, 5, 6, 7, 8, 11C and 11E and so far as it relates to
any of the same, paragraph 10 of the Loan Note Instrument without the
prior consent of the Majority Banks.
8.2 The Banks hereby undertake with the US Loan Note Holders that while the
Note Holder Liabilities are outstanding, they shall not consent to any
amendment or variation of Clauses 8, 9, 13, 14 and 15 and, in so far as it
relates to any of the same, Clause 1 of the Credit Agreement without the
prior consent of the Required Holders.
9. REPAYMENT AND PREPAYMENTS
For the avoidance of doubt, it is hereby agreed that all repayment and
prepayment provisions contained in the Financing Documents may not be
waived by the Majority Creditors.
10. RELEASES
The Security Trustee is hereby authorized to release assets from the
Security Documents which are or are to be the subject of a Disposal in
circumstances where such Disposal is permitted pursuant to the terms of
the Credit Agreement and the US Loan Notes Instrument.
11. MISCELLANEOUS
11.1 The Company enters into this Agreement for the purpose of acknowledging
and agreeing to the arrangements set out herein and none of the
undertakings given by
the Banks and the US Loan Note Holders is given to the Company or shall be
enforceable by the Company.
11.2 If any provision of this Agreement is prohibited or unenforceable in any
jurisdiction in relation to any party hereto, such prohibition or
unenforceability shall not invalidate the remaining provisions hereof or
affect the validity of enforceability of such provision in any other
jurisdiction or in relation to any of the other parties hereto.
11.3 This Agreement 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.
11.4 All notices or other communications under this Agreement shall be made by
letter, telex or facsimile and shall be deemed to be duly given or made
when delivered (in the case of a letter) or when received (in the case of
telex or facsimile) by the relevant party at its address, telex number or
facsimile number as may be notified by the relevant party to the other
parties for the purpose of this Clause 16.4 and in the case of notices to
and from the Agent and the Security Trustee specifying their respective
capacities.
11.5 This Agreement overrides anything in the terms of the Credit Agreement and
the US Loan Note Instrument to the contrary.
11.6 The Company agrees to pay the Security Trustee a fee in accordance with
the terms of the Fees Letter.
12. ASSIGNMENT AND TRANSFER
12.1 So long as any of the Liabilities are or may be outstanding, each US Loan
Note Holder may assign or transfer to any person the whole or any part of
its rights and obligations in respect of the Note Holder Liabilities or
any interest therein in accordance with its ability to do so under the
relevant Financing Agreement if, and only if, the assignee or transferee
previously or simultaneously agrees with the then parties hereto to be
bound by the provisions of this Agreement as a US Loan Note Holder by
executing an Agreement of Accession attached as Exhibit J to the US Loan
Note Instrument.
12.2 The parties hereto confirm that any person becoming a Bank under and as
such term is defined in the Credit Agreement (by the execution of transfer
certificates or otherwise) shall thereupon become a party hereto. Each
party hereto makes an irrevocable offer in such terms to each such person
which may be accepted by such person by becoming a Bank or a Bank, without
the need for any further action. In addition each party hereto (including
parties subsequently becoming bound by this Agreement) irrevocably
authorizes the Agent to agree on its behalf with any other person intended
to become a party hereto by the execution of a Transfer Certificate (as
defined in the Credit Agreement) so as to bind such person to the terms of
this Agreement as a Bank. The parties hereto agree that this authorisation
is given to
secure the interests of the parties under this Agreement and is
accordingly irrevocable.
13. TRUSTS
The perpetuity period for each trust created by this Agreement shall be
eighty (80) years.
14. GOVERNING LAW AND JURISDICTION
14.1 This Agreement is governed by the laws of England.
14.2 All the parties irrevocably agree that the courts of England are to have
exclusive jurisdiction to settle any disputes which may arise out of or in
connection with this Agreement and that accordingly any suit, action or
proceeding (together in this Clause referred to as "Proceedings") arising
out of or in connection with this Agreement shall be brought in such
courts.
14.3 Each party to this Agreement consents generally in respect of any
Proceedings arising out of or in connection with this Agreement to the
giving of any relief or the issue of any process in connection with such
Proceedings including, without limitation, the making, enforcement or
execution against any property or assets whatsoever of any order or
judgment which may be made or given in such Proceedings.
IN WITNESS whereof this Agreement has been duly executed by the parties hereto
the day and year first above written.
The Company
SIGNED for and on behalf of ) PETER BERTRAM
AUTOMATED SECURITY )
(HOLDINGS) PLC )
The Security Trustee
SIGNED by and for and on behalf of ) LESLEY TINSLEY
LLOYDS BANK Plc )
The Agent
SIGNED for and on behalf of ) LESLEY TINSLEY
LLOYDS BANK Plc )
The Banks
SIGNED for and on behalf of ) N ROBINSON
LLOYDS BANK Plc )
SIGNED for and on behalf of ) P F HODGSON
ABN AMRO BANK N.V. )
SIGNED for and on behalf of ) PAUL THOMPSON
MIDLAND BANK plc )
SIGNED for and on behalf of ) STEVEN CHARLES HEARN
NATIONAL WESTMINSTER )
BANK Plc )
SIGNED for and on behalf of ) DAVID MOSS
THE BANK OF TOKYO, LTD )
SIGNED for and on behalf of ) R PETTITTE
THE FUJI BANK, LIMITED )
SIGNED for and on behalf of ) MICHAEL DUTFIELD
BHF-BANK AG )
SIGNED for and on behalf of ) W K SCOTT
BANCO CENTRAL ) R G SOPER
HISPANOAMERICANO S.A. )
SIGNED for and on behalf of ) JOSE ANTONIO LOPEZ RUIZ
BANCO BILBAO VIZCAYA, S.A. ) JUAN PEREZ CALOT
SIGNED for and on behalf of ) A ALDERSON
BARCLAYS BANK PLC )
The Working Capital Bank
SIGNED for and on behalf of ) PAUL THOMPSON
MIDLAND BANK plc )
The US Loan Note Holders
SIGNED for and on behalf of ) ANTHONY F TORRE
THE PRUDENTIAL INSURANCE )
COMPANY OF AMERICA )