EXHIBIT 10.13
DATED 31 October 1996
DEED OF PRIORITIES
INSTAR HOLDINGS INC (1)
- and -
UNIVERSAL INDEPENDENT
HOLDINGS LIMITED (2)
- and -
CAPITAL MEDIA GROUP LIMITED (3)
TABLE OF CONTENTS
PARTIES 1
INTRODUCTION 1
1 Definitions and Interpretation 1
2 Confirmations 2
3 Priorities 2
4 Appointment of Receiver 3
5 Transferability 4
6 The Chargor 4
7 Law 4
SCHEDULE 1 6
SCHEDULE 2 7
ATTESTATIONS 8
DATE
31 October 1996
PARTIES
(1) INSTAR HOLDINGS INC whose registered office is at R.R.E. Commercial
Centre, Majuro Marshall Islands ("Instar");
(2) UNIVERSAL INDEPENDENT HOLDINGS, whose registered office is at PO Box
438, Tropic Isle Building, Wickhams Cay, Road town, Tortola, British
Virgin Islands ("Universal"); and
(3) CAPITAL MEDIA GROUP LIMITED registered in England under number 3025201,
whose principal office is at 25 James Street London W1M 5HY (the
"Chargor").
INTRODUCTION
The Parties have agreed to regulate their respective priorities in
respect of the security referred to in the Schedules in the manner set
out in this Deed.
OPERATIVE PROVISIONS
1 DEFINITIONS AND INTERPRETATION
1.1 In this Deed (including the Introduction), unless the context otherwise
requires, the following words and expressions shall have the following
meanings:
Capital Media Capital Media UK Limited registered
in England under number 3025201
whose registered office is at 25
James Street, London W1M 5HY
Instar Charge the charge referred to in Schedule 1
below and any other security
interest which at the date of this
Deed or at any later date secures
the Instar Debt
Instar Debt all monies, liabilities and
obligations, whether principal
interest or otherwise now or at any
time after the date hereof being or
becoming due, owing or incurred by
the Chargor or Capital Media to
Instar whether actual, contingent
present or future and whether done
severally or jointly with any other
person and whether as principal or
surety or in some other capacity,
together with interest legal and
other costs, charges and expenses
interest shall be calculated and
compounded in accordance with the
usual practice of Instar from time
to time as well after as before any
demand made or judgment ascertained
hereunder
Universal Charge the charge referred to in Schedule 2
below and any other security
interest which at the date of this
Deed or at any later date secures
any Universal Debt
Universal Debt all monies, liabilities and
obligations, whether principal
interest or otherwise nor or at any
time after the date hereof being or
becoming due, owing or incurred by
the Chargor or Capital Media to
Universal whether actual, contingent
present or future and whether done
severally or jointly with any other
person and whether as principal or
surety or in some other capacity,
together with interest legal and
other costs, charges and expenses
whatsoever or in a full indemnity
basis so that interest shall be
calculated and compounded in
accordance with the usual practice
of Universal from time to time as
well after as before any demand made
or judgment ascertained hereunder
Priority Assets the property and assets described
in Schedule 3
2 CONFIRMATIONS
2.1 For the avoidance of doubt:
(a) Instar consents to the creation and registration of the
Universal Charge; and
(b) Universal consents to the creation and registration of the
Instar Charge.
2.2 Each of Universal and Instar confirm that they have taken no action to
crystallise any floating charge given by the Chargor to either of them
nor are they aware that any such floating charge has crystallised.
2.3 The Chargor hereby confirms and warrants to each of Universal and
Instar that:
(a) it has not ceased to carry on business;
(b) no floating charge given by it has at the date hereof
crystallised and that such party is aware of no event having
occurred or about to occur which could result directly in the
crystallisation of any such floating charge.
3 PRIORITIES
3.1 Subject always to the terms and provisions of a deed of priorities
dated ___________________________ 1996 and made between Instar,
Universal and Capital Media the Instar Debt and the Instar Charge shall
rank in priority to the Universal Debt and Universal Charge.
3.2 Clauses 3.1 and 3.2;
(a) as between Universal and Instar; and
(b) as between the Chargor and each of Universal and Instar.
3.4 Nothing in this Deed shall affect the status of the Universal Charge
and the Instar Charge as continuing securities nor shall the ranking of
the Universal Charge and the Instar Charge contained in this Clause 3
be affected by any of, or any combination of, the following:
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(a) the nature of the various securities comprised in the
Universal Charge and the Instar Charge and the date of their
execution and registration;
(b) any provision contained in any of the Universal Charge and the
Instar Charge;
(c) the respective date or dates on which any person received
notice of the existence or creation of the Universal Charge
and the Instar Charge;
(d) the respective date or dates upon which moneys may be or have
been advanced or become owing or payable or secured under the
Universal Charge and the Instar Charge;
(e) any fluctuation from time to time in the amount of the moneys
secured by the Universal Charge and the Instar Charge (which
shall be continuing securities in favour of each chargee
respectively) and in particular, but without limitation, any
reduction to nil of the moneys so secured or any advance or
loans by Universal and Instar (as appropriate) to the Chargor
acting by a receiver or administrative receiver or any advance
or loan made by Universal or Instar to any receiver or
administrative receiver of the Chargor in a personal capacity
both before and after liquidation of the Chargor;;
(f) the existence at any time of a credit balance on any current
or other account of the Chargor; or
(g) the appointment of any liquidator or receiver, administrator
or other similar officer in respect of the Chargor or over all
or any part of the Chargor's assets.
4 APPOINTMENT OF RECEIVER
4.1 Universal and Instar agree that if either wishes to appoint an
administrative receiver or receiver of the Chargor or to exercise its
power of sale or otherwise enforce any of its security, it shall
forthwith inform the other of its intention and endeavour to agree with
the other on the method by which its security will be enforced.
Universal and Instar shall consult together with a view to agreeing
upon the method of enforcement and where appropriate upon a suitable
person to be appointed administrative receiver or receiver and shall
endeavour to co-operate with each other in realising the assets charged
to them and ensuring that the net proceeds after deduction of the
expenses of realisation are paid in accordance with the provisions of
this Deed provided that nothing herein contained shall prevent either
of them from appointing an administrative receiver or a receiver of the
Chargor forthwith without such consultation or agreement where the
appointor believes that the immediate appointment of the same is
necessary to protect its interests. However, the appointor shall as
soon as practicable thereafter inform Universal or Instar, as the case
may be, of such appointment and consult with it with a view to the
retention in office of such an administrative receiver or receiver or
(if not agreed) to the appointment of others to act jointly with him.
4.2 If Instar appoints a receiver or an administrative receiver pursuant to
the Instar Charge, such receiver or administrative receiver shall give
priority to any receiver or administrative receiver subsequently
appointed by Universal such priority to be in relation to the Priority
Assets only, and if Universal appoint such a receiver or administrative
receiver pursuant to the Universal Charge, it shall procure that such
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receiver or administrative receiver gives priority to any receiver
subsequently appointed by Instar such priority to be in relation to all
assets of the Chargor other than the Priority Assets.
4.3 Instar will, at the request of Universal or any receiver or
administrative receiver appointed by Universal and at the cost of the
Chargor (or if the Chargor does not have sufficient funds to make the
appropriate payments, at the cost of Instar), join in such documents or
otherwise take such action as shall be reasonably required to
facilitate the disposal of the Priority Assets or any of them whether
or not there will be any balance of proceeds available for Instar
arising from a disposal of the Priority Assets or any of them.
5 TRANSFERABILITY
5.1 All references in this Deed to Universal, Instar and the Chargor shall
in each case be deemed to include their successors in title and
assigns, provided always that any successor and assign shall enter into
a deed in form and substance satisfactory to Universal and Instar
confirming that such successor and assign shall be bound by the
provisions of this Deed.
5.2 Universal and Instar acknowledge the right of each other to copies of
the Universal Security and the Instar Security, respectively.
6 THE CHARGOR
The Chargor acknowledges the terms of this Deed and that nothing
contained contracted in this Deed shall in any way affect or prejudice
its liability to or the rights and remedies of Universal and Instar
under their respective security all of which shall remain in full force
and effect subject only to the priorities established by this Deed.
7 LAW
7.1 This Deed is governed by English law.
7.2 Universal and Instar irrevocably agree for the exclusive benefit of
Universal and Instar respectively that the courts of England shall have
jurisdiction to hear and determine any suit action or proceeding, and
to settle any disputes, which may arise out of in connection with this
Agreement and for such purposes hereby irrevocably submits to the
jurisdiction of such courts.
7.3 Nothing contained in this Clause shall limit the right of Instar or
Universal 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).
7.4 Universal hereby authorises and appoints _______________________ of
___________________ and Instar hereby authorises and appoints
___________________ of _______________ (or such other person being a
firm of solicitors or authorised institution in England as it may
substitute by notice to Instar and Universal as the case may be to
accept service of all legal process arising out of or connected with
this Deed. Service on such person(s) (or substitute) shall be deemed to
be service on Instar whether or not process is forwarded to or received
by it.
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IN WITNESS whereof the parties hereto have executed and delivered this
Deed on the date first above written.
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SCHEDULE 1
A Shares Charge dated __1996 and made between Instar (1) and the
Chargor (2).
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SCHEDULE 2
A Shares Charge dated __1996 and made between Universal (1) and the
Chargor (2).
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ATTESTATIONS
EXECUTED as a Deed on behalf of )
INSTAR HOLDINGS INC a company )
incorporated in the Marshall islands )
by Anthony Michael Bousfield, Director ) /s/ ANTHONY MICHAEL BOUSFIELD
and Philip Oscar Gallienne, Secretary ) /s/ PHILIP OSCAR GALLIENNE
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 of the Company )
EXECUTED as a Deed for and on behalf )
of CAPITAL MEDIA GROUP LIMITED )
a company incorporated in the State )
of Nevada United States of America )
by Charles 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 )
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