EXHIBIT 10.10
DATED 31 October 1996
CHARGE
over Shares and Securities
CAPITAL MEDIA GROUP LIMITED (1)
as Chargor
UNIVERSAL INDEPENDENT HOLDINGS LIMITED (2)
as Company
TABLE OF CONTENTS
PARTIES 1
OPERATIVE PROVISIONS 1
1 Definitions and Interpretation 1
2 Covenant to Pay 3
3 Charge 3
4 Deposit of Title Documents and Further Assurance 3
5 Representations Warranties and Covenants by the Chargor 4
6 Rights of the Company 5
7 New Accounts 6
8 Enforcement 6
9 Power of Sale 8
10 Protection of Third Parties 8
11 Power of Attorney 8
12 Discharge of Security 9
13 Avoidance of Payments 9
14 Costs 10
15 Notices 10
16 Miscellaneous 11
17 Law and Jurisdiction 11
SCHEDULE 13
ATTESTATIONS 14
CHARGE
DATE
31 October 1996
PARTIES
(1) CAPITAL MEDIA GROUP LIMITED (registered in the State of Nevada,
United States of America) whose registered office is at 25 James
Street, London W1M 5HY (the "Chargor"); and
IN FAVOUR OF
(2) UNIVERSAL INDEPENDENT HOLDINGS LIMITED whose principal office is
at PO Box 438, Tropic Isle Buildings, Wickhams Cay, Road Town, Tortola,
British Virgin Islands the "Company")
OPERATIVE PROVISIONS
1 DEFINITIONS AND INTERPRETATION
1.1 In this Charge (including the Introduction), unless the context
otherwise requires, the following words and expressions shall have the
meanings set out below:
"Capital Media" Capital Media (UK) Limited (Company
No:3025201) whose regisgtered office
is at 25 James Street, London W1M
5HY.
"Charged Property" the property and rights of the
Chargor which are the subject of any
security created or purported to be
created by this Charge.
"Default Rate" 4% above the Lloyds Bank Plc Base
Rate.
"Derivative Assets" all stocks shares warrants or
other securities rights dividends
interest or other property whether
of a capital or income nature
accruing offered issued or deriving
at any time by way of dividend bonus
redemption exchange purchase
substitution conversion
consolidation subdivision preference
option or otherwise attributable to
any of the Shares and Securities or
any Derivative Assets previously
described.
"Encumbrance" any mortgage charge pledge lien
assignment hypothecation security
interest title retention
preferential right or trust
arrangement or other security
arrangement or agreement or any
right conferring a priority of
payment.
"Enforcement Event" any event set out in Clause 8.2 of
this Charge.
"LPA" the Law of Property Act 1925.
"Secured Liabilities" all monies obligations and
liabilities whatsoever whether for
principal interest or otherwise in
whatever currency which may now or
at any time in the future be due
owing or incurred by Capital Media
and or the Chargor to the Company
whether actual or contingent and
whether alone severally or jointly
as principal guarantor surety or
otherwise and in whatever name or
style and whether on any current or
other account or in any other manner
whatsoever.
"Shares and Securities" all stocks shares and other
securities:
(i) listed in the Schedule for
which the stock or share
certificates or other
documents of title have been
deposited by the Chargor
with the Company; or
(ii) for which the stock or
share certificates or other
documents of title have been
deposited by the Chargor
with the Company or its
agents or nominees or are
held to the order of the
Company.
in each case whether held in the
United Kingdom or elsewhere and
irrespective of whether in any such
case the deposit was made or the
certificates or other documents were
received by the Company or its
agents or nominees for the purposes
of creating security, safe custody,
collection or otherwise.
1.2 References to Clauses and Schedules are to the clauses and schedules to
this Charge.
1.3 Clause headings are inserted for ease of reference only and are not to
affect the interpretation of this Charge.
1.4 Except to the extent the context otherwise requires any reference in
this document to "this Charge" and any other document referred to in it
includes any document expressed to be supplemental to or collateral
with or which is entered into pursuant to or in accordance herewith or
therewith and shall be deemed to include any instruments amending
varying supplementing novating or replacing the terms of any such
documents from time to time.
1.6 References to a person are to be construed to include corporations
firms companies partnerships individuals associations states and
administrative and governmental and other entities whether or not a
separate legal entity.
1.7 References to any person are to be construed to include references to
that person's successors transferees and assigns whether direct or
indirect.
1.8 References to any statutory provision are to be construed as references
to that statutory provision as amended supplemented re-enacted or
replaced from time to time (whether before or after the date of this
Charge) and are to include any orders
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regulations instruments or other subordinated legislation made under
or deriving validity from that statutory provision.
1.9 The words "other" and "otherwise" are not to be construed ejusdem
generis with any foregoing words where a wider construction is
possible.
1.10 The words "including" and "in particular" are to be construed as being
by way of illustration or emphasis only and are not to be construed as,
nor shall they take effect as, limiting the generality of any foregoing
words.
2 COVENANT TO PAY
2.1 The Chargor covenants with the Company that it will on demand pay and
discharge the Secured Liabilities when due to the Company.
2.2 The Chargor shall pay interest to the date of payment or discharge
(notwithstanding any demand or any judgment obtained by the Company or
the liquidation or administration of or any arrangement or composition
with creditors by the Chargor) at the rate or rates applicable under
the agreements or arrangements giving rise to the relevant obligations
or liabilities or if no such rate or rates are specified at the Default
Rate upon such days and upon such terms as the Company may from time to
time determine. Such interest shall be compounded in the event of it
not being punctually paid in accordance with the usual practice of the
Company but without prejudice to the right of the Company to require
payment of such interest.
2.3 All sums payable by the Chargor under this Charge shall be paid without
any set-off counterclaim withholding or deduction whatsoever unless
required by law in which event the Chargor will simultaneously with
making the relevant payment under this Charge pay to the Company such
additional amount as will result in the receipt by the Company of the
full amount which would otherwise have been receivable and will supply
the Company promptly with evidence satisfactory to the Company that the
Chargor has accounted to the relevant authority for the sum withheld or
deducted.
3 CHARGE
The Chargor with full title guarantee (with the intent that the
security so constituted shall extend to all beneficial interests of the
Chargor in the Charged Property and to any proceeds of sale or other
realisation of the Charged Property or any part of it) and as
continuing security for the payment and discharge of the Secured
Liabilities charges the Shares and Securities and the Derivative Assets
to the Company.
4 DEPOSIT OF TITLE DOCUMENTS AND FURTHER ASSURANCE
4.1 The Chargor shall on the execution of this Charge deposit with the
Company all stock or share certificates or other documents of title to
or representing the Charged Property together with such duly executed
transfers or assignments in favour of the Company or its nominees with
the name of the transferee date and consideration left blank as the
Company may require to enable the Company to vest the same in the
Company or its nominees or, after the occurrence of an Enforcement
Event, any purchaser to the intent that the Company may at any time
after the occurrence of an Enforcement Event without notice present
them for registration.
4.2 The Chargor shall subject to clause 4.3 upon the accrual offer issue or
receipt of any Derivative Assets deliver or pay to the Company or
procure the delivery or payment to the Company of all such Derivative
Assets or the stock or share certificates or
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other documents of title to or representing them together with such
duly executed transfers or assignments in favour of the Company or its
nominees with the name of the transferee date and consideration left
blank as the Company may require to enable the Company to vest the same
in the Company or its nominees or, after the occurrence of an
Enforcement Event, any purchaser to the intent that the Company may at
any time after the occurrence of an Enforcement Event without notice
present them for registration.
4.3 For so long as no Enforcement Event has occurred the Company will:
(a) hold all dividends interest and other income deriving from and
received by it in respect of the Charged Property for the
account of the Chargor and will promptly such dividends
interest and other income to the Chargor on request; and
(b) exercise all voting and other rights and powers attached to
the Charged Property as the Chargor may from time to time in
writing reasonably direct provided that such direction does
not adversely affect the Charged Property and is not otherwise
inconsistent with this Charge.
4.4 Without prejudice to anything else contained in this Charge the Chargor
shall at any time at the request of the Company but at the cost of the
Chargor promptly sign seal execute deliver and do all deeds instruments
transfers renunciations proxies notices documents acts and things in
such form as the Company may from time to time require for perfecting
or protecting the security over the Charged Property or any part of it
or for facilitating its realisation.
5 REPRESENTATIONS WARRANTIES AND COVENANTS BY THE CHARGOR
5.1 The Chargor represents and warrants to the Company and undertakes that:
(a) it is and will be the sole absolute and beneficial owner and
the registered holder of all of the Charged Property free from
Encumbrances and will not create or attempt to create or
permit to arise or subsist any Encumbrance (other than this
Charge) on or over the Charged Property;
(b) it has not sold or otherwise disposed of or agreed to sell or
otherwise dispose of or granted or agreed to grant any option
in respect of all or any of its right title and interest in
and to the Charged Property or any part of it and will not do
any of the foregoing at any time during the subsistence of
this Charge;
(c) the Shares and Securities are and will at all times be fully
paid and there are and will be no monies or liabilities
outstanding in respect of any of the Charged Property;
(d) the Charged Property has been and will at all times be duly
authorised and validly issued and is and will at all times be
free from any restriction on transfer or rights of
pre-emption;
(e) it has and will at all times have the necessary power to enter
into and perform its obligations under this Charge;
(f) this Charge constitutes its legal valid binding and
enforceable obligations and is a security over all and every
part of the Charged Property effective in accordance with its
terms;
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(g) this Charge does not and will not conflict with or result in
any breach or constitute a default under any agreement
instrument or obligation to which the Chargor is a party or by
which it is bound;
(h) all necessary authorisations and consents to enable or entitle
it to enter into this Charge have been obtained and will
remain in full force and effect at all times during the
subsistence of the security constituted by this Charge; and
(i) it will procure due compliance with its obligations in this
Charge by all nominees in whose name or names any Charged
Property is registered or holding any certificates or other
documents of title relating to any Charged Property.
5.2 The Chargor undertakes to the Company to provide a copy of any report
accounts circular or notice received in respect of or in connection
with any of the Charged Property to the Company forthwith upon the
receipt by the Chargor.
5.3 The Chargor shall promptly pay all calls or other payments due and will
discharge all other obligations in respect of any part of the Charged
Property and if the Chargor fails to fulfil any such obligations the
Company may, but shall not be obliged to, make such payments on behalf
of the Chargor in which event any sums so paid shall be reimbursed on
demand by the Chargor to the Company together with interest at the
Default Rate from the date of payment by the Company until repayment
whether before or after judgment.
5.4 The Chargor shall indemnify the Company on a full indemnity basis
against calls or other payments relating to the Charged Property and
any defect in the Chargor's title to the Charged Property and against
all actions proceedings losses costs claims and demands suffered or
incurred in respect of anything done or omitted in any way relating to
the Charged Property or in the exercise or purported exercise of the
powers contained in this Charge by the Company.
5.5 The Chargor shall not do or cause or permit anything to be done which
may adversely affect the security created or purported to be created by
this Charge or which is a variation or abrogation of the rights
attaching to or conferred by all or any part of the Charged Property
without the prior written consent of the Company and shall take such
action as the Company may in its discretion direct in relation to any
proposed compromise arrangement reorganisation conversion repayment
offer or scheme of arrangement affecting all or any part of the Charged
Property.
6 RIGHTS OF THE COMPANY
6.1 The Company may at its discretion (in the name of the Chargor or
otherwise subject to clause 4.3 whether before or after the occurrence
of any Enforcement Event and without any consent or authority on the
part of the Chargor) exercise the following rights and powers in
respect of the Charged Property:
(a) any voting rights and any powers or rights which may be
exercised by the person or persons in whose name or names the
Charged Property is registered; and
(b) all the powers given to trustees by Section 10(3) and (4) of
the Trustee Act 1925 (as amended by Section 9 of the Trustee
Investments Act 1961) in respect of securities or property
subject to a trust.
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6.2 Following the occurrence of an Enforcement Event all dividends
interest and other income forming part of the Charged Property shall,
unless otherwise agreed between the Company and the Chargor, be paid
without any set-off or deduction whatsoever to a suspense account and
retained by the Company until applied as hereinafter provided as part
of the Charged Property and any such monies which may be received by
the Chargor shall pending such payment be held in trust for the
Company.
6.3 The powers conferred on the Company by this Charge are solely to
protect its interests in the Charged Property and shall not impose any
duty on it to exercise any such powers. The Company shall not have any
duty as to any Charged Property and shall incur no liability for:
(a) ascertaining or taking action in respect of any calls
instalments conversions exchanges maturities tenders or other
matters in relation to any Charged Property or the nature or
sufficiency of any payment whether or not the Company has or
is deemed to have knowledge of such matters; or
(b) taking any necessary steps to preserve rights against prior
parties or any other rights pertaining to any Charged
Property.
6.4 The Company shall not be liable to account as mortgagee in possession
in respect of all or any of the Charged Property and shall not be
liable for any loss upon realisation or for any failure to present any
interest coupon or any bond or stock drawn for repayment or for any
failure to pay any call or instalment or to accept any offer or to
notify the Chargor of any such matter or for any failure to ensure that
the correct amounts (if any) are paid or received in respect of the
Charged Property or for any negligence or default by its nominees or
agents or for any other loss of any nature whatsoever in connection
with the Charged Property.
7 NEW ACCOUNTS
If the Company receives notice (whether actual or otherwise) of any
subsequent mortgage or charge affecting all or any part of the Charged
Property the Company may open a new account or accounts with the
Chargor and, if it does not open a new account, it shall nevertheless
be treated as if it had done so at the time when it received or was
deemed to have received notice and as from that time all payments made
by the Chargor to the Company shall be credited or be treated as having
been credited to the new account and shall not operate to reduce the
amount secured by this Charge at the time when the Company received or
was deemed to have received such notice.
8 ENFORCEMENT
8.1 If any Enforcement Event shall occur and be continuing then:
(a) the Company shall cease to be under any further commitment to
the Chargor and may at any time thereafter declare the Secured
Liabilities (or such of them as the Company may specify)
immediately due and payable or payable forthwith on demand;
and
(b) the security constituted by this Charge shall become
immediately enforceable and the power of sale and other powers
conferred by Section 101 of the LPA as varied or extended by
this Charge shall become immediately
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exercisable without the restrictions contained in the LPA as
to the giving of notice or otherwise.
8.2 The following events shall constitute Enforcement Events:
(a) if the Chargor fails to pay any sums payable by it from time
to time to the Company on the due date therefor or fails to
comply with any term condition covenant or other provision of
this Charge or of any facility from the Company or any related
security document or to perform any of its obligations or
liabilities to the Company or if any representation or
warranty from time to time made to the Company by the Chargor
is or becomes incorrect or misleading in a material respect;
(b) if any indebtedness of the Chargor becomes due or capable of
being declared due before it's specified maturity date by
reason of breach or default on the part of the Chargor under
the terms of any agreement or instrument creating or
evidencing the same or is otherwise not paid when due (or
within any applicable period of grace) or any guarantee or
indemnity given by the Chargor is not honoured when due and
called upon;
(c) if an encumbrancer takes possession of or a trustee receiver
or similar officer is appointed in respect of all or any part
of the business or assets of the Chargor or a distress
execution attachment or other legal process is levied or
enforced upon or sued out against all or any substantial part
of such assets and is not discharged within 5 days;
(d) if the Chargor is deemed unable to pay its debts within the
meaning of Section 123 of the Insolvency Act 1986 or commences
negotiations with any one or more of its creditors with a view
to the general readjustment or rescheduling of its
indebtedness or makes a general assignment for the benefit of
or a composition with its creditors;
(e) if the Chargor (being a company) takes any corporate action or
other steps are taken or legal proceedings are started for its
winding-up dissolution or reorganisation (otherwise than for
the purposes of an amalgamation or reconstruction whilst
solvent on terms previously approved in writing by the
Company) or for the appointment of a receiver administrator
administrative receiver trustee or similar officer of it or of
all or a material part of its revenues and assets or (being an
individual) dies or becomes of unsound mind or has a
Companyruptcy petition presented or order made against him;
(f) if the Chargor suspends or threatens to suspend a substantial
part of its business operations (otherwise than for the
purposes of a reconstruction or amalgamation on terms
previously approved in writing by the Company) or any
governmental authority permits or procures or threatens to
permit or procure any reorganisation transfer or expropriation
(whether with or without compensation) of a substantial part
of the business or assets of the Chargor;
(g) if any guarantee indemnity or other security for any of the
Secured Liabilities fails or ceases in any respect to have
full force and effect or to be continuing or is terminated or
disputed or in the opinion of the Company is in jeopardy
invalid or unenforceable or if this Charge or the security
created by it is disputed or in the opinion of the Company is
in jeopardy;
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(h) if at any time it is or becomes unlawful for the Chargor to
perform or comply with any or all of its obligations under
this Charge any other agreement between the Chargor and the
Company or any of such obligations of the Chargor are not or
cease to be legal valid binding and enforceable;
(i) if control (as defined in Section 435 of the Insolvency Act
1986) or the power to take control of the Chargor is acquired
by any person or company or group of associates (as defined in
such section) not having control of the Company at the date of
this Charge (unless with the prior consent in writing of the
Company); or
(j) if in the opinion of the Company a material adverse change
occurs in the financial condition results of operations or
business of the Chargor.
8.3 The Secured Liabilities shall be deemed for the purposes of all powers
implied by statute to have become due and payable within the meaning of
Section 101 of the LPA immediately on the execution of this Charge and
Section 103 of the LPA (restricting the power of sale) and Section 93
of the LPA (restricting the right of consolidation) shall not apply to
this Charge.
9 POWER OF SALE
At any time after the security constituted by this Charge has become
enforceable the Company may without further notice to the Chargor
exercise the power to sell or otherwise dispose of the whole or any
part of the Charged Property, in such manner and on such terms and for
such consideration (whether payable immediately or by instalments) as
the Company shall in its absolute discretion think fit and without
liability for loss whatsoever, and may (without prejudice to any right
which it may have under any other provision of this Charge) treat such
part of the Charged Property as consists of money as if it were the
proceeds of such a sale or other disposal. The Company shall after the
payment of any claims having priority to the security created by this
Charge apply the proceeds without prejudice to the right of the Company
to recover any shortfall from the Chargor in paying the costs of sale
or other disposal and in or towards the discharge of the Secured
Liabilities in such order as the Company in its absolute discretion
thinks fit and the surplus (if any) of such proceeds shall be paid to
the person or persons entitled to it.
10 PROTECTION OF THIRD PARTIES
No purchaser mortgagee or other person dealing with the Company shall
be concerned to enquire whether the Secured Liabilities have become
payable or whether any power which it is purporting to exercise has
become exercisable or whether any money is due under this Charge or as
to the application of any money paid raised or borrowed or as to the
propriety or regularity of any sale by or other dealing with the
Company. All the protection to purchasers contained in Sections 104 and
107 of the LPA shall apply to any person purchasing from or dealing
with the Company as if the Secured Liabilities had become due and the
statutory powers of sale in relation to the Charged Property had arisen
on the date of this Charge.
11 POWER OF ATTORNEY
11.1 The Chargor by way of security irrevocably appoints the Company to be
the attorney of the Chargor (with full powers of substitution and
delegation) for the Chargor and in its name or otherwise and on its
behalf and as its act and deed to sign seal execute deliver perfect and
do all deeds instruments transfers renunciations proxies notices
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documents acts and things which the Chargor may or ought to do under
the covenants and provisions contained in this Charge and generally in
its name and on its behalf to exercise all or any of the powers
authorities and discretions conferred by or pursuant to this Charge or
by the LPA on the Company and to execute and deliver and otherwise
perfect any deed assurance agreement instrument or act which it may
deem proper in the exercise of all or any of the powers authorities or
discretions conferred on the Company pursuant to this Charge.
11.2 The Chargor ratifies and confirms and agrees to ratify and confirm
anything such attorney shall lawfully and properly do or purport to do
by virtue of clause 11.1 and all money expended by any such attorney
shall be deemed to be expenses incurred by the Company under this
Charge.
11.3 The Chargor undertakes to procure that all registered holders from time
to time of any of the Charged Property shall forthwith grant the
Company a power of attorney on the terms set out in clause 11.1 in
respect of such Charged Property.
12 DISCHARGE OF SECURITY
12.1 The security constituted by this Charge shall be continuing and shall
not be considered as satisfied or discharged by any intermediate
payment or settlement of the whole or any part of the Secured
Liabilities or any other matter or thing whatsoever including the
insolvency liquidation or administration of the Chargor and shall be
binding until all the Secured Liabilities have been unconditionally and
irrevocably paid and discharged in full.
12.2 Upon the irrevocable payment or discharge in full of the Secured
Liabilities the Company will or will procure that its nominees will (as
the case may be) at the request and cost of the Chargor re-transfer to
the Chargor all the Company's right title and interest in or to the
Charged Property freed from this Charge.
12.3 Upon any release of the Charged Property the Company or its nominees
(as the case may be) shall not be bound to release or transfer to the
Chargor the identical stocks shares or securities which were deposited
with or transferred to it or them and the Chargor shall accept shares
and securities of the same class and denomination or such other
securities as then represent the Charged Property.
13 AVOIDANCE OF PAYMENTS
13.1 No assurance security or payment which may be avoided or adjusted under
any enactment relating to bankruptcy or insolvency or under Sections
238-245 of the Insolvency Act 1986 or similar legislation binding on
the Chargor in a jurisdiction other than England and Wales and no
release settlement or discharge given or made by the Company on the
faith of any such assurance security or payment shall prejudice or
affect the right of the Company to recover from the Chargor (including
the right to recover any monies which it may have been compelled by due
process of law to refund under the provisions of the Insolvency Act
1986 and any costs payable by it pursuant to or otherwise incurred in
connection with such process) or to enforce the security created by or
pursuant to this Charge to the full extent of the Secured Liabilities.
13.2 The Company shall be at liberty to retain the security created by or
pursuant to this Charge for a period of twenty-five months after the
Secured Liabilities shall have been paid and discharged in full
notwithstanding any release settlement discharge or arrangement given
or made by the Company on or as a consequence of such payment
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or termination of liability. If at any time within the period of
twenty-five months after such payment or discharge a petition shall be
presented to a competent court for an order for the winding-up or the
making of an administration order in respect of the Chargor or the
Chargor shall commence to be wound-up or to go into administration or
any analogous proceedings shall be commenced by or against the Chargor
the Company shall be at liberty to continue to retain such security for
and during such further period as the Company may determine. The
Chargor agrees that in such event such security shall be deemed to have
continued to have been held as security for the payment and discharge
to the Company of all Secured Liabilities.
14 COSTS
The Chargor shall on demand and on a full indemnity basis pay to the
Company the amount of all costs and expenses and other liabilities
(including legal and out-of-pocket expenses and any Value Added Tax on
such costs and expenses) which the Company incurs in connection with:
(a) the preparation negotiation execution and delivery of this
Charge;
(b) any stamping or payment of stamp duty reserve tax or
registration of this Charge or any transfer of the Charged
Property pursuant hereto;
(c) any actual or proposed amendment of or waiver or consent under
or in connection with this Charge;
(d) any discharge or release of this Charge;
(e) the preservation or exercise (or attempted preservation or
exercise) of any rights under or in connection with and the
enforcement (or attempted enforcement) of this Charge; or
(f) dealing with or obtaining advice about any other matter or
question arising out of or in connection with this Charge;
together with interest thereon at the Default Rate from the date of
demand (or if earlier the date of payment by the Company) until the
date of payment by the Chargor whether before or after judgment.
15 NOTICES
15.1 Any demand or notice by the Company may be delivered personally to the
Chargor or sent to the Chargor by post, telemessage, cable, telex or
telecopier at the address set out at the head of this Charge or such
other address(es) notified in writing to the Company.
15.2 Any such notice, demand or other correspondence required to be sent or
given for any purpose of this Charge shall be given, made or served by
sending it by recorded delivery, facsimile or telex or by delivering it
by hand. Proof of posting or despatch of any notice or communication
shall be deemed to be proof of receipt:
(a) in the case of a letter, on the second Business Day after
posting;
(b) in the case of a facsimile or telex, immediately on the date
of sending.
15.3 Any party may change its address for the receipt of notices by sending
written notice of such change in the manner set out in this Clause 15.
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16 MISCELLANEOUS
16.1 No delay or omission on the part of the Company in exercising any right
or remedy under this Charge shall impair that right or remedy or
operate as or be taken to be a waiver of it nor shall any single
partial or defective exercise of any such right or remedy preclude any
other or further exercise under this Charge or that or any other right
or remedy.
16.2 The Company's rights under this Charge are cumulative and not exclusive
of any rights provided by law and may be exercised from time to time
and as often as the Company deems expedient.
16.3 Any waiver by the Company of any terms of this Charge or any consent or
approval given by the Company under it shall only be effective if given
in writing and then only for the purpose and upon the terms and
conditions if any on which it is given.
16.4 The security constituted by this Charge shall be in addition to and
shall not be prejudiced determined or affected by nor operate so as in
any way to determine prejudice or affect any Encumbrance which the
Company may now or at any time in the future hold for or in respect of
the Secured Liabilities or any part of them and shall not be prejudiced
by time or indulgence granted to any person or any abstention by the
Company in perfecting or enforcing any remedies securities guarantees
or rights it may now or in the future have from or against the Chargor
or any other person or any waiver release variation act omission
forbearance unenforceability indulgence or invalidity of any such
remedy security guarantee or right.
16.5 If at any time any one or more of the provisions of this Charge is or
becomes illegal invalid or unenforceable in any respect under any law
of any jurisdiction neither the legality validity or enforceability of
the remaining provisions of this Charge nor the legality validity or
enforceability of such provision under the law of any other
jurisdiction shall be in any way affected or impaired as a result.
16.6 Any statement certificate or determination of the Company as to the
Secured Liabilities or without limitation any other matter provided for
in this Charge shall in the absence of manifest error be conclusive and
binding on the Chargor.
17 LAW AND JURISDICTION
17.1 This Charge is governed by and shall be construed in accordance with
English law.
17.2 The Chargor irrevocably agrees for the exclusive benefit of the Company
that the courts of England shall have jurisdiction to hear and
determine any suit action or proceeding and to settle any dispute which
may arise out of or in connection with this Charge and for such
purposes irrevocably submits to the jurisdiction of such courts.
17.3 Nothing contained in this Clause shall limit the right of the Company
to take proceedings against the Chargor in any other court of competent
jurisdiction nor shall the taking of any such proceedings in one or
more jurisdictions preclude the taking of proceedings in any other
jurisdiction whether concurrently or not (unless precluded by
applicable law).
17.4 The Chargor irrevocably waives any objection which it may have now or
in the future to the courts of England being nominated for the purpose
of this Clause on the ground of venue or otherwise and agrees not to
claim that any such court is not a convenient or appropriate forum.
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17.5 The Chargor authorises and appoints___________________
of_________________________ (or such other person being a firm of
solicitors in England as it may from time to time substitute by notice
to the Company) to accept service of all legal process arising out of
or connected with this Charge and service on such person (or
substitute) shall be deemed to be service on the Chargor. Except upon
such a substitution the Chargor shall not revoke any such authority or
appointment shall at all times maintain an agent for service of process
in England and if any such agent ceases for any reason to be an agent
for this purpose shall forthwith appoint another agent and advise the
Company accordingly.
IN WITNESS whereof the Chargor has executed and delivered this Charge
as a Deed the day and year first before written.
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SCHEDULE
(a) 5,499,999 Ordinary Shares in Capital Media (UK) Limited of
US$0.01;
(b) 1 Ordinary Share in Capital Media (UK) Limited of(pound)1.
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ATTESTATIONS
EXECUTED as a Deed on behalf )
of CAPITAL MEDIA GROUP )
LIMITED a company )
incorporated in the State of )
Nevada United States of )
America by C.R. Koppel ) /s/ CHARLES KOPPEL
and Barry Llewellyn ) /s/ BARRY LLEWELLYN
being a person/persons who in )
accordance with the laws of that )
territory is/are empowered to )
sign this document on behalf )
of the Company )
EXECUTED as a Deed on behalf )
of UNIVERSAL INDEPENDENT )
HOLDINGS LIMITED )
incorporated in the British )
Virgin Islands )
by ) /s/
and ) /s/
being a person/persons who in )
accordance with the laws of )
that territory is/are empowered )
to sign the document on behalf )
o the Company )
14