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EXHIBIT 10.7
CONFORMED COPY
FIXED AND FLOATING SECURITY DOCUMENT
dated 13 June 2000
created by
THE COMPANIES LISTED IN SCHEDULE 6
as the Chargors
in favour of
FLEET NATIONAL BANK
as Security Agent
LINKLATERS
One Silk Street
London EC2Y 8HQ
Tel: (44-20) 7456 2000
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Table of Contents
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Clause Page
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1 Interpretation.......................................................... 1
2 Guarantee............................................................... 3
3 Fixed Charges........................................................... 4
4 Floating Charge......................................................... 5
5 Restrictions and Further Assurance...................................... 5
6 Real Property........................................................... 6
7 Book Debts.............................................................. 7
8 Bank Accounts........................................................... 7
9 Investments............................................................. 8
10 Intellectual Property................................................... 9
11 Insurance............................................................... 9
12 General Undertakings.................................................... 10
13 Representations and Warranties.......................................... 11
14 Enforcement............................................................. 11
15 Appointment and Rights of Receivers..................................... 11
16 Security Agent's Rights................................................. 12
17 Order of Distributions.................................................. 12
18 Liability of Security Agent, Receivers and Delegates.................... 12
19 Power of Attorney....................................................... 13
20 Protection of Third Parties............................................. 13
21 Saving Provisions....................................................... 13
22 Discharge of Security................................................... 15
23 Enforcement Expenses.................................................... 15
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24 Payments................................................................ 15
25 Rights, Amendments, Waivers, Consents and Determinations................ 16
26 Separate and Independent Obligations.................................... 16
27 Indemnities............................................................. 16
28 Approval of Security Trust Deed......................................... 17
29 Governing Law and Jurisdiction.......................................... 17
Schedule 1 Rights of Receivers................................................ 18
Schedule 2 Material Real Property............................................. 20
Schedule 3 Investments........................................................ 22
Schedule 4 Intellectual Property.............................................. 24
Schedule 5 Plant and Machinery................................................ 25
Schedule 6 Chargors........................................................... 26
Schedule 7 Bank Accounts...................................................... 27
SCHEDULE 8 Form of Notice of Charge of Charged Accounts....................... 28
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This Deed is made on 13 June 2000 between:
(1) THE COMPANIES LISTED IN SCHEDULE 6 (each a "Chargor") and
(2) FLEET NATIONAL BANK (the "Security Agent", which expression includes its
successors and assigns, as Security Agent for the benefit of the Secured
Creditors).
Background
(A) Each Chargor is entering into this Deed in connection with the Loan
Documents.
(B) The Board of Directors of each Chargor is satisfied that entering into this
Deed is for the purposes and to the benefit of that Chargor and its
business.
(C) The Security Agent and each Chargor intend this document to take effect as
a deed (even though the Security Agent only executes it under hand).
(D) The Security Agent holds the benefit of this Deed on trust for the Secured
Creditors on the terms of the Loan Documents.
It is agreed as follows:
1 Interpretation
1.1 Definitions: In this Deed, terms defined and references construed in the
Credit Agreement shall have the same meaning and construction and, except
to the extent that the context requires otherwise:
"Bank Accounts" of a Chargor means the accounts of that Chargor listed in
Schedule 7 and all current, deposit or other accounts with any bank or
financial institution in which it now or in the future has an interest and
(to the extent of its interest) all balances now or in the future standing
to the credit of those accounts
"Book Debts" of a Chargor means all book and other debts of any nature, and
all other rights to receive money (excluding Bank Accounts), now or in the
future due, owing or payable to it and the benefit of all related
negotiable instruments, rights, security, guarantees and indemnities of any
kind
"Charged Assets" means the assets from time to time subject, or expressed
to be subject, to the Charges or any part of those assets
"Charges" means all or any of the security created or expressed to be
created by or pursuant to this Deed
"Credit Agreement" means the amended and restated credit agreement dated 13
June 2000 between, among others, SWT Finance B.V. and Weigh-Tronix Canada
ULC as Borrowers, Lehman Brothers Inc and FleetBoston Robertson Stephens
Inc. as Arrangers, Lehman Commercial Paper Inc. as Syndication Agent, Fleet
National Bank as Administrative Agent and Security Agent and the Lenders
named in that document
"Currency of Account" means the currency in which the relevant indebtedness
is denominated or, if different, is payable
"Delegate" means a delegate or sub-delegate appointed pursuant to Clause
17.2 (Delegation)
"Dividends" means all present and future:
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(i) dividends and distributions of any kind and any other sum received or
receivable in respect of any of any Investment
(ii) rights, shares, money or other assets accruing or offered by way of
redemption, bonus, option or otherwise in respect of any of any
Investment
(iii) allotments, offers and rights accruing or offered in respect of any
of any Investment and
(iv) other rights and assets attaching to, deriving from or exercisable by
virtue of the ownership of any of any Investment
"Enforcement Event" means the occurrence of an Event of Default, as defined
in the Credit Agreement
"Fixtures" means fixtures, fittings (including trade fixtures and fittings)
and fixed plant, machinery and apparatus
"Guarantee" means the guarantee of each Chargor in Clause 2
"Insolvency Act" means the Insolvency Act 1986
"Insurances" of a Chargor means all contracts and policies of first party
insurance of any kind now or in the future taken out by or on behalf of it
or (to the extent of its interest) in which it now or in the future has an
interest
"Intellectual Property" of a Chargor means all patents, designs,
copyrights, topographies, trademarks, trading names, rights in confidential
information and know-how, and any associated or similar rights, which it
now or in the future owns or (to the extent of its interest) in which it
now or in the future has an interest (in each case whether registered or
unregistered and including any related licences and sub-licences of the
same granted by it or to it, applications and rights to apply for the same)
"Investments" of a Chargor means:
(i) securities and investments of any kind (including shares, stock,
debentures, units, depositary receipts, bonds, notes, commercial
paper and certificates of deposit)
(ii) warrants, options or other rights to subscribe for, purchase or
otherwise acquire securities and investments
(iii) all rights relating to securities and investments which are deposited
with, or registered in the name of, any depositary, custodian,
nominee, clearing house or system, investment manager, chargee or
other similar person or their nominee, in each case whether or not on
a fungible basis (including rights against any such person) and
(iv) all other rights attaching or relating to securities or investments
and all cash or other securities or investments in the future
deriving from Investments or such rights
in each case now or in the future owned by it or (to the extent of its
interest) in which it has an interest
"Liabilities" means the "Obligations" as defined in the Credit Agreement
and all present and future moneys, debts and liabilities due, owing or
incurred by any Chargor to any Secured Creditor under or in connection with
any Loan Document or Specified Hedge Agreement (in each case, whether alone
or jointly, or jointly and severally, with any other person, whether
actually or contingently and whether as principal, surety or otherwise)
"LPA" means the Law of Property Act 1925
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"Material Real Property" means the Real Property listed in Schedule 2
"Real Property" means freehold and leasehold property in England and Wales
and other real property anywhere in the world (in each case including any
estate or interest therein, all rights from time to time attached or
relating thereto and all Fixtures from time to time therein or thereon)
"Receiver" means an administrative receiver, receiver and manager or other
receiver appointed in respect of the Charged Assets
"rights" includes rights, authorities, discretions, remedies, liberties,
powers, easements, quasi-easements and appurtenances (in each case, of any
nature whatsoever)
"Secured Creditors" has the meaning given that term in the Security Trust
Deed
"Security Trust Deed" means the deed dated 13 June 2000 between, among
others, SWT Finance B.V. and Weigh-Tronix Canada ULC, the Secured Creditors
(as defined therein) and the Security Agent, pursuant to which the Secured
Creditors have appointed the Security Agent as trustee in respect of the
Relevant Security Documents (as defined therein) and
"Shares" of a Chargor means the shares set out under the name of that
Chargor in Schedule 3.
1.2 Headings: Headings shall be ignored in construing this Deed.
2 Guarantee
2.1 Guarantee
Each Chargor, other than a Chargor which is a Borrower unconditionally and
irrevocably guarantees that, if for any reason a Borrower does not pay any
sum payable by it under any Loan Document or Specified Hedge Agreement by
the time, on the date and otherwise in the manner specified in that Loan
Document or Specified Hedge Agreement (whether on the normal due date, on
acceleration or otherwise), that Chargor will, upon demand, pay that sum
before close of business on the business day following the date of demand.
2.2 Each Chargor as Principal Debtor
As between each Chargor and the Secured Creditors but without affecting the
Borrowers' obligations each Chargor shall be liable under this Clause 2 as
if it were the sole principal debtor and not merely a surety. Accordingly,
no Chargor shall be discharged, nor shall its liability be affected, by
anything which would not discharge it or affect its liability if it were
the sole principal debtor, including the matters set out in Clause 21.2.1
to 21.2.7.
2.3 Each Chargor's Obligations Continuing
Each Chargor's obligations under this Deed are and will remain in full
force and effect by way of continuing security until no sum remains to be
lent under any Loan Document or Specified Hedge Agreement and each Secured
Creditor has irrevocably received or recovered all sums payable under the
Loan Documents and Specified Hedge Agreement. Furthermore, its obligations
are additional to, and not instead of, any security or other guarantee at
any time existing in favour of any person, whether from a Chargor or
otherwise, and may be enforced without first having recourse to a Borrower,
any other person, any security or any other guarantee. Each Chargor
irrevocably waives all notices and demands of any kind.
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2.4 Indemnity
As separate, independent and alternative stipulations, each Chargor
unconditionally and irrevocably agrees:
2.4.1 that any sum which, although expressed to be payable by a Borrower
under any Loan Document or Specified Hedge Agreement, is for any
reason (whether or not now existing and whether or not now known or
becoming known to any party to any Loan Document or Specified Hedge
Agreement) not recoverable from a Chargor on the basis of a
guarantee shall nevertheless be recoverable from it as if it were
the sole principal debtor and shall be paid by it to the Security
Agent on demand and
2.4.2 as a primary obligation to indemnify each Secured Creditor against
any loss suffered by it as a result of any sum expressed to be
payable by a Borrower under any Loan Document or Specified Hedge
Agreement not being paid by the time, on the date and otherwise in
the manner specified in that Loan Document or Specified Hedge
Agreement or any payment obligation of a Borrower under any Loan
Document or Specified Hedge Agreement being or becoming void,
voidable or unenforceable for any reason (whether or not now
existing and whether or not now known or becoming known to any party
to this Deed), the amount of that loss being the amount expressed to
be payable by a Borrower in respect of the relevant sum.
2.5 Undertaking to Pay Security Agent
Each Chargor undertakes to the Security Agent to pay as a direct principal
obligation all Liabilities to the Security Agent and agrees that, to the
extent that a Liability is paid to another Secured Creditor in accordance
with any provision of a Loan Document or Specified Hedge Agreement, its
obligation under this clause to pay that Liability shall be extinguished
pro tanto.
3 Fixed Charges
Each Chargor, with full title guarantee and as security for the payment and
discharge of all Liabilities (whether of that or any other Chargor),
charges in favour of the Security Agent (as trustee for the Secured
Creditors):
3.1 Material Real Property: by way of first legal mortgage, the Material Real
Property in England and Wales now belonging to it
3.2 Other Real Property: by way of first fixed equitable charge, all other Real
Property now belonging to it and all Real Property acquired by it in the
future
3.3 Other Assets: by way of first fixed charge, all its present and future:
3.3.1 Book Debts
3.3.2 Investments (including the shares described in Schedule 3
(Investments)) and Dividends
3.3.3 uncalled capital and goodwill
3.3.4 Intellectual Property (including that described in Schedule 4
(Intellectual Property))
3.3.5 beneficial interest in any pension fund
3.3.6 plant and machinery (except that mortgaged or charged by Clause 3.1
(Present Real Property) or 3.2 (Future Real Property) but including
that described in Schedule 5 (Plant and Machinery)) and
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3.3.7 Insurances and all related proceeds, claims of any kind, returns of
premium and other benefits.
4 Floating Charge
4.1 Creation: Each Chargor, with full title guarantee and as security for the
payment and discharge of all Liabilities (whether of that or any other
Chargor), charges in favour of the Security Agent (as trustee for the
Secured Creditors) by way of first floating charge, its undertaking and all
its assets, both present and future (including assets expressed to be
charged by Clause 3 (Fixed Charges)).
4.2 Ranking: The floating Charge created by each Chargor ranks behind all the
fixed Charges created by that Chargor but ranks in priority to any other
security over the Charged Assets of that Chargor except for security
ranking in priority in accordance with paragraph 6 of Schedule 1 (Borrow
Money).
4.3 Conversion by Notice: The Security Agent may convert any floating Charge
into a fixed Charge (either generally or specifically) by notice to the
relevant Chargor specifying the relevant Charged Assets:
4.3.1 if it reasonably considers it necessary to do so in order to protect
or preserve the Charges over those Charged Assets and/or the
priority of those Charges and/or
4.3.2 at any time while the Charges become enforceable.
4.4 Automatic Conversion: If:
4.4.1 any Chargor takes any step to create any security in breach of
Clause 5.1 (Security) over any of the Charged Assets not subject to
a fixed Charge or
4.4.2 any person takes any step to levy any distress, attachment,
execution or other legal process against any of those Charged
Assets,
the floating Charge over the relevant Charged Assets shall automatically
and immediately be converted into a fixed Charge.
5 Restrictions and Further Assurance
5.1 Security: No Chargor shall (nor shall any Chargor agree to) create or have
outstanding any security over the Charged Assets except as permitted by
Clause 7.3 (Limitation on Liens) of the Credit Agreement.
5.2 Disposal: No Chargor shall (nor shall any Chargor agree to) sell, factor,
discount, transfer, assign, lease or hire out, lend or otherwise dispose of
the Charged Assets except as permitted by Clause 7.5 (Limitation on
Disposition of Property) of the Credit Agreement.
5.3 Further Assurance: Each Chargor shall promptly do whatever the Security
Agent reasonably requires:
5.3.1 to perfect or protect the Charges or the priority of the Charges or
5.3.2 to facilitate the realisation of the Charged Assets or the exercise
of any rights vested in the Security Agent or any Receiver
including executing any transfer, conveyance, charge, assignment or
assurance of the Charged Assets (whether to the Security Agent or its
nominees or otherwise), making any registration and giving any notice,
order or direction.
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6 Real Property
6.1 Acquisition: Each Chargor shall promptly notify the Security Agent of its
acquisition of, or agreement to acquire, any Real Property.
6.2 Documents: Each Chargor shall deposit with the Security Agent, and the
Security Agent shall be entitled to hold, all title deeds and documents
relating to that Chargor's present and future Real Property.
6.3 Restriction on Register: The parties to this Deed hereby apply to the Chief
Land Registrar for a restriction to be entered on the Register of the
titles of such of the Chargors' Real Property as is now or in the future
registered under the Land Registration Act 1925 that no disposition by the
proprietor of that Material Real Property is to be registered without the
consent of the proprietor for the time being of the Charges, except under
an order of the Registrar.
6.4 Material Real Property: In the case of a Chargor's Material Real Property,
that Chargor shall:
6.4.1 promptly apply to H.M. Land Registry for first registration of the
title to that Material Real Property and/or registration of that
Chargor as proprietor of that Material Real Property in all cases
where it is not already so registered and notify the Security Agent
of its title number and
6.4.2 request the Chief Land Registrar to register in relation to that
Material Real Property the first legal mortgage created by Clause
3.1 (Material Real Property) and notice of all other Charges.
6.5 Future Real Property: In the case of a Chargor's future Real Property in
England and Wales, that Chargor shall:
6.5.1 promptly apply to H.M. Land Registry for first registration of the
title to that Real Property and/or registration of that Chargor as
proprietor of that Real Property and notify the Security Agent of
its title number and
6.5.2 request the Chief Land Registrar to register in relation to that
Real Property notice of all Charges.
6.6 Unregistered Material Real Property: In the case of a Chargor's Material
Real Property, both present and future, which is not registered at H.M.
Land Registry and is not required to be so registered, that Chargor shall
promptly apply to register this Deed and the Charges at the Land Charges
Registry if the title deeds and documents are not deposited with the
Security Agent.
6.7 Legal Charge: As security for the Liabilities, each Chargor shall promptly
execute and deliver to the Security Agent such legal charge of such of its
Real Property from time to time in England and/or Wales as the Security
Agent reasonably requires. The relevant Chargor shall promptly apply to
H.M. Land Registry for registration of any such legal charge.
6.8 Compliance with Obligations: Each Chargor shall comply with all material
covenants, stipulations, conditions, licences, consents and all other
material statutory, regulatory or contractual obligations relating to its
Real Property or its use, including those requiring payment of sums in
respect of its Real Property.
6.9 Leases: Each Chargor shall:
6.9.1 comply with all material obligations imposed on it, and enforce the
due observance and performance of all material obligations of all
other persons of which it has the benefit, under any lease of Real
Property
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6.9.2 not exercise any power to determine or extend, or accept the
surrender of, any lease of Real Property of which it is the lessor
and
6.9.3 not exercise any of the powers of leasing or agreeing to lease any
Real Property vested in or conferred on mortgagors by the general
law.
6.10 Notices: Each Chargor shall produce to the Security Agent within 7 days of
receipt by it every communication made in connection with its title to any
of its Real Property and comply with the reasonable instructions of the
Security Agent in relation to any such communication.
7 Book Debts
7.1 Collection: Each Chargor shall promptly collect all Book Debts and shall
hold the proceeds of collection on trust for the Secured Creditors.
7.2 Payment into Bank Account(s): Each Chargor shall immediately pay all moneys
received by it from any source (including all proceeds of collection of
Book Debts) into a Bank Account listed in Schedule 7 (or, if one or more
Bank Accounts have been notified to the Security Agent pursuant to Clause
8.1, the relevant Bank Account(s)).
7.3 Restrictions on Dealing with Book Debts: Without prejudice and in addition
to Clauses 5.1 (Security), 5.2 (Disposal) and 5.3 (Further Assurance):
7.3.1 except for the Charges, and except as permitted by the Credit
Agreement, no Chargor shall create or have outstanding any security
over all or any part of any of its Book Debts and
7.3.2 except as required by Clause 5.3 (Further Assurance), and except as
permitted by the Credit Agreement, no Chargor shall sell, factor,
discount, transfer, assign, lend or otherwise dispose of all or any
part of any of its Book Debts.
7.4 Documents: Each Chargor shall promptly execute and/or deliver to the
Security Agent such documents relating to such of its Book Debts as the
Security Agent reasonably requires.
8 Bank Accounts
8.1 Notification of Bank Accounts: Each Chargor shall notify the Security Agent
promptly upon opening any Bank Account (other than those listed in Schedule
7).
8.2 Restrictions on Dealing with Bank Accounts: Without prejudice and in
addition to Clauses 5.1 (Security), 5.2 (Disposal), 5.3 (Further
Assurance), 8.4 (Bank Accounts Once Charges are Enforceable):
8.2.1 except for the Charges, and except as permitted by the Credit
Agreement, no Chargor shall create or have outstanding any security
over all or any part of any of its Bank Accounts
8.2.2 except as required by Clause 5.3 (Further Assurance), and except as
permitted by the Credit Agreement, no Chargor shall transfer,
assign, create any right of set-off in respect of or otherwise
dispose of all or any part of any of its Bank Accounts and
8.2.3 subject to 8.4 (Bank Accounts While Charges are Enforceable), each
Chargor shall be entitled to operate its Bank Accounts as it sees
fit.
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8.3 Documents: Each Chargor shall promptly execute and/or deliver to the
Security Agent such documents relating to such of its Bank Accounts as the
Security Agent reasonably requires, including any notice to the relevant
bank or financial institution of the Charges over the same.
8.4 Bank Accounts While Charges are Enforceable: At any time after the Charges
are enforceable, all rights, powers and discretions of a Chargor in
relation to any Bank Account shall be exercisable solely by the Security
Agent.
8.5 Notice of Charge: Each Chargor shall give notice of the Charges in Clause
4.1 substantially in the form set out in Schedule 8 (Form of Notice of
Charge of Charged Accounts) (or in such other form as is acceptable to the
Security Agent) and shall use its best endeavours to ensure that each
recipient of any notice promptly signs and returns the relevant form of
acknowledgement:
(i) in the case of the Bank Accounts of that Chargor listed in Schedule 7,
on the date of this Deed and
(ii) in the case of any other Bank Account, as soon as practicable
following the opening of such account.
9 Investments
9.1 Acquisition: Each Chargor shall promptly notify the Security Agent of its
acquisition of, or agreement to acquire, any Investment.
9.2 Share Certificates and Other Documents: Each Chargor shall on the date of
this Deed or, in the case of Investments acquired after the date of this
Deed, on the date of such acquisition, deliver to the Security Agent, or as
it directs, all certificates representing the Shares and any other
Investments and stamped transfers of the Shares executed in blank and shall
promptly deliver to the Security Agent any other documents relating to the
Shares and any Investments which the Security Agent requires.
9.3 Voting and other Rights: Subject to Clause 9.4 (Voting and other Rights if
the Charges become Enforceable), each Chargor shall be entitled to exercise
or direct the exercise of the voting and other rights attached to any
Investment as it sees fit provided that:
9.3.1 it does so for a purpose not prohibited by any Loan Document or
Specified Hedge Agreement and
9.3.2 the exercise of or failure to exercise those rights would not
prejudice the interests of any Secured Creditor under any Loan
Document or Specified Hedge Agreement.
9.4 Voting and other Rights if the Charges become Enforceable: At any time once
the Charges become enforceable:
9.4.1 the Security Agent or the Receiver shall be entitled to exercise or
direct the exercise of the voting and other rights attached to any
Investment in such manner as it or he sees fit and
9.4.2 each Chargor shall comply or procure the compliance with any
directions of the Security Agent or the Receiver in respect of the
exercise of those rights and shall promptly execute and/or deliver
to the Security Agent or the Receiver such forms of proxy as it or
he may require with a view to enabling such person as it or he may
select to exercise those rights.
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9.5 Power of Attorney: If any Investment of a Chargor is not held in that
Chargor's name, that Chargor shall promptly deliver to the Security Agent
an irrevocable power of attorney, expressed to be given by way of security
and executed as a deed by the person in whose name that Investment is held.
That power of attorney shall appoint the Security Agent, each Receiver and
each Delegate the attorney of the holder and shall be in such form as the
Security Agent reasonably requires.
9.6 Communications: Each Chargor shall promptly execute and/or deliver to the
Security Agent a copy of each circular, notice, report, set of accounts or
other document received by it or its nominee in connection with any
Investment, as the Security Agent requires.
9.7 Dividends: Until the Charges become enforceable, each Chargor shall be
entitled to retain any cash income derived from any Investment as an
ordinary distribution. Thereafter, each Chargor shall hold any Dividend
received by it on trust for the Security Agent and pay the same immediately
to the Security Agent or as it may direct.
10 Intellectual Property
10.1 Acquisition: Each Chargor shall promptly notify the Security Agent of its
acquisition of, or agreement to acquire (by licence or otherwise), any
Intellectual Property, and any application by it or on its behalf to
register any Intellectual Property.
10.2 Documents: Each Chargor shall promptly execute and/or deliver to the
Security Agent such documents relating to its Intellectual Property as the
Security Agent reasonably requires.
10.3 Maintenance: Each Chargor shall take all reasonable steps to safeguard and
maintain its present and future ownership and rights in connection with all
material Intellectual Property necessary for its business, including
observing related covenants and stipulations, obtaining necessary
registrations and commencing and diligently prosecuting appropriate
infringement actions. It will also take all reasonable steps necessary to
maintain all registered design, patent and trademark registrations held by
it useful and necessary in its business, including payment of renewal fees.
10.4 Grant: Without prejudice to Clause 5.2 (Disposal), no Chargor shall grant
any exclusive registered user agreement or exclusive licence in relation to
any of its present or future Intellectual Property.
10.5 Further Assurance: Salter Weigh-Tronix Limited undertakes to the Security
Agent promptly to register the Intellectual Property acquired by it
pursuant to the Purchase Agreement dated 13 March 1998 between Stavely
Industries PLC, the sellers as set out in Schedule 1 to that agreement and
Weigh-Tronix Acquisition Corp, and to deliver to the Security Agent a
revised Schedule 4 promptly following such registration.
11 Insurance
11.1 Documents: Each Chargor shall promptly:
11.1.1 execute and/or deliver to the Security Agent a copy of such
insurance policies effected by it and the related premium receipts,
and such other documents relating to the Insurances, as the
Security Agent reasonably requires and
11.1.2 procure that the fixed Charges over its Insurances are noted on the
relevant policies.
11.2 Maintenance: Each Chargor shall maintain with financially sound and
reputable insurance companies insurance on all its Charged Assets in at
least such amounts and against at least
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such risks (but including in any event public liability, product liability
and business interruption) as are usually insured against in the same
general area by companies engaged in the same or a similar business.
11.3 Enforceability: No Chargor shall do or omit to do or permit or suffer to be
done or omitted anything which might render any such Insurance void,
voidable or unenforceable.
11.4 Lender may Insure: If any Chargor fails promptly on demand to produce
copies of insurance policies, premium receipts and such other evidence as
the Security Agent reasonably requires which prove to the satisfaction of
the Security Agent that that Chargor is complying with Clause 11.2
(Maintenance), the Security Agent may (at that Chargor's expense) arrange
such insurances of the assets of that Chargor or any of them as it thinks
fit, having regard to the requirements of Clause 11.2.
12 General Undertakings
12.1 Protection of Assets: Each Chargor shall keep or cause to be kept all its
Charged Assets in and good working order and condition (fair wear and tear
excepted).
12.2 Access: Each Chargor shall ensure that representatives of the Security
Agent (with or without surveyors, workmen and others) are able at any
reasonable times to view the condition of any of its Charged Assets.
12.3 No Fixing: No Chargor shall fix or permit the affixing of any Charged
Asset to any of its Real Property which is not itself a Charged Asset.
12.4 No Other Prejudicial Conduct: No Chargor shall do, or suffer to be done,
anything which could prejudice the Charges, except as may be permitted by
the Credit Agreement.
12.5 Payment of Obligations: Each Chargor will pay and discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case
may be, all taxes, assessments and governmental charges or levies imposed
upon the Charged Assets or in respect of income or profits therefrom, as
well as all claims of any kind (including, without limitation, claims for
labour, materials and supplies) against or with respect to the Charged
Assets, except that no such charge need be paid if the amount or validity
thereof is currently being contested in good faith by appropriate
proceedings, reserves in conformity with generally accepted accounting
principles in the United Kingdom with respect thereto have been provided on
the books of such Chargor and such proceedings could not reasonably be
expected to result in the sale, forfeiture or loss of any material portion
of the Charged Assets or any interest therein.
12.6 Covenants in Credit Agreement
Each Chargor undertakes to the Security Agent for the benefit of the
Secured Creditors that it will act in such a manner as to ensure that
Weigh-Tronix LLC and the Borrowers are, at all relevant times, able to
comply with their respective obligations under Clauses 6.4 (Conduct of
Business and Maintenance of Existence), 6.5 (Maintenance of Property;
Insurance) and 6.8 (Environment Laws) in the Credit Agreement to cause
their respective subsidiaries to comply with the covenants in those Clauses
and, accordingly, each Chargor agrees to be bound by those covenants,
mutatis mutandis, as if they were set out in full herein and expressed to
be the covenants of each Chargor.
<PAGE>
13 Representations and Warranties
Each Chargor represents and warrants to the Security Agent as set out in
Clause 4 (Representations and Warranties) of the Credit Agreement as they
relate to such Chargor or to the Loan Documents to which it is a party
and that:
13.1 Assets: The assets set out in each of Schedules 3 (Investments) to 5
(Plant and Machinery) and 7 (Bank Accounts) in respect of that Chargor
constitute all of the relevant class of assets located in England and
Wales (and, in the case of GEC Avery Limited, Ireland) in which it has an
interest.
13.2 Plant and Machinery: The plant and machinery set out under that Chargor's
name in Schedule 5 are kept at the locations listed in Schedule 5.
13.3 Shares: The shares set out under that Chargor's name in Schedule 3 have
been validly issued and are fully paid.
14 Enforcement
14.1 When Enforceable: As between the Chargors and the Security Agent the
Charges shall be enforceable, and the powers conferred by Section 101 of
the LPA as varied and extended by this Deed shall be exercisable, at any
time after an Enforcement Event occurs and while it is continuing.
14.2 Power of Sale: The statutory power of sale, of appointing a Receiver and
the other statutory powers conferred on mortgagees by Section 101 of the
LPA as varied and extended by this Deed shall arise on the date of this
Deed.
14.3 Section 103 LPA: Section 103 of the LPA shall not apply to this Deed.
15 Appointment and Rights of Receivers
15.1 Appointment of Receivers: If:
15.1.1 requested by any Chargor or
15.1.2 at any time whilst the Charges are enforceable (whether or not
the Security Agent has taken possession of the Charged Assets)
without any notice or further notice, the Security Agent may at any time,
by deed, or otherwise in writing signed by any officer or manager of the
Security Agent or any person authorised for this purpose by the Security
Agent, appoint one or more persons to be a Receiver. The Security Agent
may similarly remove any Receiver and appoint any person instead of any
Receiver. If the Security Agent appoints more than one person as
Receiver, the Security Agent may give those persons power to act either
jointly or severally.
15.2 Scope of Appointment: Any Receiver may be appointed Receiver of all of
the Charged Assets or Receiver of a part of the Charged Assets specified
in the appointment. In the latter case, the rights conferred on a
Receiver as set out in Schedule 1 (Rights of Receivers) shall have effect
as though every reference in that Schedule to any Charged Assets were a
reference to the part of those assets so specified or any part of those
assets.
15.3 Rights of Receivers: Any Receiver appointed pursuant to this Clause 15
shall have the rights, powers, privileges and immunities conferred by the
Insolvency Act on administrative or other receivers duly appointed under
the Insolvency Act, and shall also have the rights set out in Schedule 1
(Rights of Receivers).
<PAGE>
15.4 Agent of Chargor: Any Receiver shall be the agent of the relevant Chargor
for all purposes. That Chargor alone shall be responsible for the
Receiver's contracts, engagements, acts, omissions, defaults and losses
and for liabilities incurred by the Receiver.
15.5 Remuneration: The Security Agent may determine the remuneration of any
Receiver and direct payment of that remuneration out of moneys he
receives as Receiver. The relevant Chargor alone shall be liable for the
remuneration and all other costs, charges and expenses of the Receiver.
16 Security Agent's Rights
16.1 Same Rights as Receiver: Any rights conferred by any Loan Document or
Specified Hedge Agreement upon a Receiver may be exercised by the
Security Agent after the Charges become enforceable, whether or not the
Security Agent shall have taken possession or appointed a Receiver of the
Charged Assets.
16.2 Delegation: The Security Agent may delegate in any manner to any person
any rights exercisable by the Security Agent under this Deed. Any such
delegation may be made upon such terms and conditions (including power to
sub-delegate) as the Security Agent thinks fit.
17 Order of Distributions
17.1 Application of Proceeds: All amounts received or recovered by the
Security Agent or any Receiver or Delegate in exercise of their rights
under this Deed shall, subject to the rights of any creditors having
priority, be applied in the order provided in Clause 17.2 (Order of
Distributions).
17.2 Order of Distributions: The order referred to in Clause 17.1 (Application
of Proceeds) is:
17.2.1 in or towards the payment of all costs, charges, losses,
liabilities and expenses of and incidental to the appointment of
any Receiver or Delegate and the exercise of any of his rights,
including his remuneration and all outgoings paid by him
17.2.2 in or towards the payment of the Liabilities in accordance with
Clause 14.1 of the Security Trust Deed and
17.2.3 in payment of any surplus to any Chargor or other person entitled
to it.
18 Liability of Security Agent, Receivers and Delegates
18.1 Possession: If the Security Agent, any Receiver or any Delegate takes
possession of the Charged Assets, it or he may at any time relinquish
possession. Without prejudice to Clause 18.2 (Security Agent's
Liability), the Security Agent shall not be liable as a mortgagee in
possession by reason of viewing or repairing any of the present or future
assets of any Chargor.
18.2 Security Agent's Liability: Neither the Security Agent nor any Receiver
or Delegate shall (either by reason of taking possession of the Charged
Assets or for any other reason and whether as mortgagee in possession or
otherwise) be liable to any Chargor, any Secured Creditor or any other
person for any costs, charges, losses, damages, liabilities or expenses
relating to the realisation of any Charged Assets or from any act,
default, omission or misconduct of the Security Agent, any Receiver, any
Delegate or their respective officers, employees or agents in relation to
the Charged Assets or in connection with the Loan Documents except to the
extent caused by its or his own gross negligence or wilful misconduct.
<PAGE>
19 Power of Attorney
19.1 Appointment: Each Chargor by way of security irrevocably appoints the
Security Agent, every Receiver and every Delegate severally its attorney
(with full power of substitution), on its behalf and in its name or
otherwise, at such time and in such manner as the attorney thinks fit:
19.1.1 to do anything which that Chargor is obliged to do (but has not
done) under this Deed (including to execute charges over,
transfers, conveyances, assignments and assurances of, and other
instruments, notices, orders and directions relating to, the
Charged Assets) and
19.1.2 to exercise any of the rights conferred on the Security Agent,
any Receiver or any Delegate in relation to the Charged Assets or
under this Deed, the LPA or the Insolvency Act.
19.2 Ratification: Each Chargor ratifies and confirms and agrees to ratify and
confirm whatever any such attorney shall do in the exercise or purported
exercise of the power of attorney granted by it in Clause 18.1
(Appointment).
20 Protection of Third Parties
20.1 No Duty to Enquire: No person dealing with the Security Agent, any other
Secured Creditor, any Receiver or any Delegate shall be concerned to
enquire:
20.1.1 whether the rights conferred by or pursuant to any Loan Document
are exercisable
20.1.2 whether any consents, regulations, restrictions or directions
relating to such rights have been obtained or complied with
20.1.3 otherwise as to the propriety or regularity of acts purporting or
intended to be in exercise of any such rights or
20.1.4 as to the application of any money borrowed or raised.
20.2 Protection to Purchasers: All the protection to purchasers contained in
Sections 104 and 107 of the LPA, Section 42(3) of the Insolvency Act or
in any other applicable legislation shall apply to any person purchasing
from or dealing with the Security Agent, any other Secured Creditor, any
Receiver or any Delegate.
21 Saving Provisions
21.1 Continuing Security: Subject to Clause 22 (Discharge of Security), the
Charges shall:
21.1.1 remain in full force and effect by way of continuing security
21.1.2 not be affected in any way by any settlement of account (whether
or not any Liabilities remain outstanding) or other matter or
thing whatsoever and
21.1.3 be in addition to any other security, guarantee or indemnity now
or in the future held by any Secured Creditor or any other person
in respect of any of the Liabilities.
21.2 Security Unaffected: Without prejudice to the generality of Clause 21.1
(Continuing Security), none of the Charges, the Guarantees nor the
Liabilities shall be affected in any way by:
21.2.1 any time, indulgence, concession, waiver or consent given to any
Chargor or any other person, whether by any Secured Creditor or
any other person
<PAGE>
21.2.2 any amendment to or change in any security, guarantee or
indemnity (including any Loan Document), or the terms of any
Liability
21.2.3 the making or absence of any demand for payment of any
Liabilities on any Chargor or any other person, whether by any
Secured Creditor or any other person
21.2.4 the enforcement or absence of enforcement of any security,
guarantee or indemnity (including any Loan Document)
21.2.5 the taking, existence or release of any other security, guarantee
or indemnity
21.2.6 the Winding-up of any Chargor or any other person, or any step
being taken for any such Winding-up or
21.2.7 the illegality, invalidity or unenforceability of, or any defect
in, any provision of any agreement or document relating to the
Liabilities or any security, guarantee or indemnity (including
any Loan Document) or any of the rights or obligations of any of
the parties under or in connection with any such document or any
security, guarantee or indemnity (including any Loan Document).
21.3 Exercise of Chargor's Rights: Whilst the Charges are enforceable and for
so long as any Charge remains outstanding:
21.3.1 any rights of any Chargor, by reason of the performance of any of
its obligations under any Loan Document to which it is party, the
enforcement of any of the Charges or any action taken pursuant to
any rights conferred by or in connection with any Loan Document
to which it is party, to be indemnified by any person, to prove
in respect of any liability in the Winding-up of any person or to
take the benefit of or enforce any security, guarantees or
indemnities, shall be exercised and enforced only in such manner
and on such terms as the Security Agent may require and
21.3.2 any amount received or recovered by any Chargor (a) as a result
of any exercise of any such rights or (b) in the Winding-up of
any such person shall be held in trust for and immediately paid
to the Security Agent.
21.4 Avoidance of Payments: Each Chargor shall on demand indemnify each
Secured Creditor against any funding or other cost, charge, loss,
liability or expense (including loss of profit) sustained or incurred by
that Secured Creditor as a result of that Secured Creditor being required
for any reason (including any bankruptcy, insolvency, Winding-up or
similar law of any jurisdiction) to refund all or part of any amount
received or recovered by that Secured Creditor in respect of any of the
Liabilities and shall in any event pay to the Security Agent, for the
account of that Secured Creditor, on demand the amount so refunded by
that Secured Creditor.
21.5 Suspense Accounts: Any amount received or recovered by any Secured
Creditor, any Receiver or any Delegate in exercise of its rights under
any Loan Document may be credited to an interest bearing suspense
account. That amount may be kept there (with any interest earned being
credited to that account) until the Security Agent is satisfied (acting
reasonably) that all the Liabilities have been discharged in full and
that all facilities which might give rise to Liabilities have terminated.
21.6 Tacking: Each Secured Creditor shall comply with its obligations under
the Loan Documents (including any obligation to make further advances).
<PAGE>
22 Discharge of Security
22.1 Final Redemption: Subject to Clause 21.2 (Retention of Security), if the
Security Agent (acting reasonably) is satisfied that all the Liabilities
have been irrevocably and unconditionally discharged in full and that all
facilities which might give rise to Liabilities have terminated, the
Security Agent shall at the request and cost of the relevant Chargor
release, reassign or discharge (as appropriate) the Charged Assets from
the Charges.
22.2 Retention of Security: If the Security Agent considers that any amount
paid or credited to any Secured Creditor under any Loan Document is
capable of being avoided or otherwise set aside on the Winding-up of any
Chargor or any other person, or otherwise, that amount shall not be
considered to have been paid for the purposes of determining whether all
the Liabilities have been irrevocably and unconditionally discharged.
22.3 Permitted Disposal: As soon as practicable following receipt of a written
request from the Chargor so to do, the Security Agent shall release from
the Charges such assets as it may be satisfied are permitted under the
Credit Agreement to be disposed by the Chargor.
22.4 Consolidation: Section 93 of the LPA shall not apply to the Charges.
23 Enforcement Expenses
Each Chargor shall pay to the Security Agent on demand, all costs, and
expenses (including Taxes thereon and legal fees) incurred by any Secured
Creditor, any Receiver or any Delegate in relation to any Loan Document
or Specified Hedge Agreement (including the administration, protection,
realisation or enforcement of any right under or in connection with this
Deed, or any consideration by any Secured Creditor as to whether to
realise or enforce the same, and/or any such amendment, supplement,
waiver, consent or release of any Loan Document or Specified Hedge
Agreement and/or any other document referred to in this Deed).
24 Payments
24.1 Demands: Any demand for payment made by any Secured Creditor shall be
valid and effective even if it contains no statement of the relevant
Liabilities or an inaccurate or incomplete statement of them.
24.2 Payments: All payments by any Chargor under this Deed (including damages
for its breach) shall be made in the Currency of Account and to such
account, with such financial institution and in such other manner as may
be agreed between the parties or, if not so agreed, as the Security Agent
may direct.
24.3 Continuation of Accounts: At any time after:
24.3.1 the receipt by any Secured Creditor of notice (either actual or
otherwise) of any subsequent security (other than as may be
permitted under the Credit Agreement) affecting the Charged
Assets of any Chargor or
24.3.2 the Charges become enforceable
any Secured Creditor may open a new account in the name of that Chargor
with that Secured Creditor (whether or not it permits any existing
account to continue). If that Secured Creditor does not open such a new
account, it shall nevertheless be treated as if it had done so when the
relevant event occurred. No moneys paid into any account, whether new or
continuing, after that event shall discharge or reduce the amount
recoverable pursuant to any Loan Document to which that Chargor is party.
<PAGE>
24.4 Joint and Several Liability: The liability of each Chargor under this
Deed shall be joint and several. Each agreement and undertaking of any
Chargor shall be construed accordingly.
25 Rights, Amendments, Waivers, Consents and Determinations
25.1 Ambiguity: Where there is any ambiguity or conflict between the rights
conferred by law and those conferred by or pursuant to any Loan Document
or Specified Hedge Agreement, the terms of that Loan Document or
Specified Hedge Agreement shall prevail.
25.2 Exercise of Rights: If any Secured Creditor or any Receiver or Delegate
fails to exercise or delays exercising any right under any Loan Document
or Specified Hedge Agreement, it will not operate as a waiver of that
right. Any single or partial exercise of any right will not preclude any
other or further exercise of that right or the exercise of any other
right.
25.3 Determinations: Any determination by or certificate of any Secured
Creditor or any Receiver or Delegate under any Loan Document or Specified
Hedge Agreement shall be conclusive save for manifest error.
26 Separate and Independent Obligations
26.1 Independent Security: The security created by each Chargor by or in
connection with any Loan Document or Specified Hedge Agreement is
separate from and independent of the security created or intended to be
created by any other Chargor by or in connection with any Loan Document
or Specified Hedge Agreement.
26.2 Execution: If, by such time and date as the Security Agent (in its
absolute discretion) determines that this Deed should be executed and
delivered by all persons expressed to be parties to it, this Deed has not
been executed and delivered by any Chargor or has been invalidly executed
by one or more of them, then, as from that time, this Deed shall
nevertheless be binding on those Chargors who have validly executed and
delivered it and shall be, and shall remain, in full force and effect in
relation to those Chargors. Such a determination by the Security Agent
shall be without prejudice to its rights and the Chargors' obligations
under the Loan Documents and Specified Hedge Agreement.
27 Indemnities
27.1 Environmental Indemnity: Each Chargor shall indemnify each Secured
Creditor against any and all costs, charges, losses, liabilities or
expenses (including any paid, incurred, suffered or sustained as a matter
of commercial prudence even if no actual liability or obligation exists)
expended, paid, incurred, suffered or sustained by each Secured Creditor
arising (directly or indirectly) out of:
27.1.1 any breach or potential breach of or liability (whether civil
and/or criminal) under any Environmental Law or
27.1.2 any responsibility on the part of any Secured Creditor in respect
of any clean-up, repair or other corrective action arising out of
or in connection with the business of any Chargor or in respect
of any Real Property of any Chargor.
27.2 Indemnities Separate: Each indemnity in this Deed shall:
27.2.1 constitute a separate and independent obligation from the other
obligations in that or any other Security Document
<PAGE>
27.2.2 give rise to a separate and independent cause of action
27.2.3 apply irrespective of any indulgence granted by any Secured
Creditor
27.2.4 continue in full force and effect despite any judgment, order,
claim or proof for a liquidated amount in respect of any
Liability or any other judgment or order and
27.2.5 apply whether or not any claim under it relates to any matter
disclosed by any Chargor or otherwise known to any Secured
Creditor.
28 Approval of Security Trust Deed
Each Chargor acknowledges and approves the terms of the Security Trust
Deed.
29 Governing Law and Jurisdiction
This Deed shall be governed by and construed in accordance with the laws
of England.
In witness whereof this Deed has been duly executed as a deed on the date stated
at the beginning.
<PAGE>
Schedule 1
Rights of Receivers
Any Receiver appointed pursuant to Clause 14 (Appointment and Rights of
Receivers) shall have the right, either in his own name or in the name of the
relevant Chargor or otherwise and in such manner and upon such terms and
conditions as the Receiver thinks fit, and either alone or jointly with any
other person:
1 Enter into Possession: to take possession of, get in and collect the
Charged Assets, and to require payment to it or to any Secured Creditor of
any Book Debts or credit balance on any Bank Account
2 Carry on Business: to manage and carry on any business of that Chargor
3 Contracts: to enter into any contract or arrangement and to perform,
repudiate, rescind or vary any contract or arrangement to which that
Chargor is a party
4 Deal with Charged Assets: to sell, transfer, assign, exchange, hire out,
lend or otherwise dispose of or realise the Charged Assets (including any
Fixtures, which may be sold separately from the related Real Property) to
any person (including a new company formed pursuant to paragraph 5 (Hive
Down)) either by public offer or auction, tender or private contract and
for a consideration of any kind (which may be payable or delivered in one
amount or by instalments spread over a period or deferred)
5 Hive Down: to form a new company and to subscribe for or acquire (for cash
or otherwise) any investment in or of the new company and to sell,
transfer, assign, exchange and otherwise dispose of or realise any such
investments or part thereof or any rights attaching thereto
6 Borrow Money: to borrow or raise money either unsecured or on the security
of the Charged Assets (either in priority to the Charges or otherwise) and
on such terms and conditions and for such purpose as he may think fit
7 Covenants and Guarantees: to enter into bonds, covenants, guarantees,
indemnities and other commitments and to make all payments needed to
effect, maintain or satisfy them
8 Dealings with Tenants: to grant leases, tenancies, licences and rights of
user, grant renewals and accept surrenders of leases, tenancies, licences
or rights of user, in each case on such terms as he thinks fit, and
otherwise to reach agreements and make arrangements with, and to make
allowances to, any lessees, tenants or other persons (including a new
company formed pursuant to paragraph 5 (Hive Down)) from whom any rents and
profits may be receivable (including those relating to the grant of any
licences, the review of rent in accordance with the terms of, and the
variation of, the provisions of any leases, tenancies, licences or rights
of user affecting the Charged Assets)
9 Rights of Ownership: to manage and use the Charged Assets and to exercise
and do (or permit that Chargor or any nominee of it to exercise and do) all
such rights and things as the Receiver would be capable of exercising or
doing if he were the absolute beneficial owner of the Charged Assets
10 Insurance, Repairs, Improvements etc.: to insure the Charged Assets on such
terms as he thinks fit, to carry out decorations, repairs, alterations,
improvements and additions to the Charged Assets (including the development
or redevelopment of any Real Property) and to purchase or otherwise acquire
or do anything in connection with the Charged Assets as he may think fit
<PAGE>
11 Claims: to settle, adjust, refer to arbitration, compromise and arrange any
claims, accounts, disputes, questions and demands with or by any person who
is or claims to be a creditor of that Chargor or relating to the Charged
Assets
12 Legal Actions: to bring, prosecute, enforce, defend and abandon actions,
suits and proceedings in relation to the Charged Assets or any business of
that Chargor
13 Redemption of Security: to redeem any security (whether or not having
priority to the Charges) over the Charged Assets and to settle the accounts
of any person with an interest in the Charged Assets
14 Employees etc.: to appoint, hire and employ officers, employees,
contractors, agents, advisors and others and to discharge any such persons
and any such persons appointed, hired or employed by that Chargor
15 Insolvency Act: to exercise all powers set out in Schedule 1 or (in the
case of a Scottish Receiver) Schedule 2 to the Insolvency Act as now in
force (whether or not in force at the date of exercise and whether or not
the Receiver is an administrative receiver) and any powers added to
Schedule 1 or Schedule 2, as the case may be, after the date of this Deed
and
16 Other Powers: to do anything else he may think fit for the realisation of
the Charged Assets or incidental to the exercise of any of the rights
conferred on the Receiver under or by virtue of any Loan Document to which
the relevant Chargor is party, the LPA or the Insolvency Act.
<PAGE>
Schedule 2
Material Real Property
GEC AVERY INTERNATIONAL LIMITED
Nil
GEC AVERY LIMITED
<TABLE>
<S> <C>
Soho Foundry Registered at HM Land Registry under Title No. WR23527
Foundry Lane
Smethwick
Warley
West Midlands
Land on the South-west side of Registered at HM Land Registry under Title No. CL133
Foundry Row
Camborne
Redruth
Units D1 & D2 Registered at HM Land Registry under Title No. HD276344
27 Jarman Way
Orchard Road
Royston
9 Carden Street Registered at HM Land Registry under Title No. HW129553
Worcester
10A and 10B Humber Registered at HM Land Registry under Title No. HS284801
Bridge Industrial Estate
Barton-upon-Humber
Leasehold Units 3 & 4 Registered at HM Land Registry under Title No. WA665571
North Road
Bridgend Industrial Estate
Bridgend
Mid Glamorgan
Leasehold premises at Kings Street Demised by a Lease dated 5/11/79 made between (1) Carlisle City
St Nicholas Industrial Estate Council and (2) Avery Properties Limited
Carlisle
Unit 84 Willows Court Registered leasehold title CE126872
Teesside Industrial Estate
Thornby on Tees
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Cleveland
Leasehold premises at 72-76 (even) Demised by a Lease dated 25/8/93 made between (1) Robjay Properties
Baggrave Street Limited (2) Weighmaster Scales Limited
North Evington
Leicester
1 Ashley Hill Trading Estate Registered under title AV39349
Bristol
</TABLE>
GEC AVERY PROPERTIES LIMITED
<TABLE>
<S> <C>
Land adjacent to Tame Valley Registered at HM Land
Canal Registry under Title No. WM719013
Tamebridge
Walsall
West Midlands
Intec Site Registered at HM Land Registry under Title No. WM719011
Woodruff Way
Tamebridge
Walsall
Sertec Site Registered at HM Land Registry under Title No. WM719010
Woodruff Way
Tamebridge
Walsall
</TABLE>
SALTER HOUSEWARES LIMITED
Nil
<PAGE>
Schedule 3
Investments
GEC AVERY INTERNATIONAL LIMITED
<TABLE>
<CAPTION>
Name of Undertaking Proportion of No of shares Description
Issued Shares held
<S> <C> <C> <C>
GEC Avery Limited 100% 2,000,000 Ordinary
GEC Avery Australia (Pty) Limited 100%
Avery Bangladesh Limited 100%
W&T Avery (Malawi) Limited 100%
Avery Malaysia Sdn Bhd 100%
GEC Avery Zimbabwe (Pvt) Limited 100%
GEC Avery (Private) Limited 100%
Avery Zambia Limited 100%
PM Services (NZ) Limited 100%
SA Scale Co (Pty) Limited 100%
GEC Avery (NZ) Limited 100%
Berkel (Africa) (Pty) Limited 100%
Avery Berkel SA 100%
Avery India Limited 51%
Avery Ghana Limited 50% 4,875 Ordinary
Avery Kenya Limited 49% 352,800 Ordinary "B"
Brecknell.com Limited (formerly known as GEC
Video Systems Limited) 100% 9,100 Ordinary
Avery Berkel.com Limited (formerly known as
GEC Teledata Limited) 100% 4,305 Ordinary
Reliance Systems Limited 100% 1,000 Ordinary
Pump Maintenance Overseas Limited 100% 100 Ordinary
Avery Berkel Systems Limited (formerly known
as GEC Telematic Limited) 100% 12,558 Ordinary
</TABLE>
<PAGE>
GEC AVERY LIMITED
<TABLE>
<CAPTION>
Name of Undertaking Proportion of Issued No of shares Description
Shares held
<S> <C> <C> <C>
GEC Avery Properties Limited 100% 5,000 Ordinary
PM Services Limited 100% 200,000 Ordinary "A"
200,000 Ordinary "B"
Avery-Hardoll Limited 100% 300,000 Ordinary
Avery-Denison Limited 100% 150,000 Ordinary
Berkel (Ireland) Limited 100%
Charles W Brecknell Limited 100% 2,000 Ordinary
Avery Berkel Service Limited (formerly known
as GEC Avery Service Limited) 100% 1,200 Ordinary
Avery Berkel Technology Limited (formerly
known as GEC Avery Technology Limited) 100% 1,809 Ordinary
Brecknell Limited (formerly known as GEC
Card Technology Limited) 100% 3 Ordinary
Avery-Hardoll Forecourt Equipment Limited 100% 1,000 Ordinary
Avery-Hardoll Fluid Management Limited 100% 90,000 Ordinary
Henry Pooley & Son Limited 100% 150,000 Ordinary
Neumo Fillers Limited 100% 50,000 Ordinary
Oertling Limited - 12,853 Ordinary
Weighmaster Scales Limited (formerly known
as Stanton Instruments Limited) 100% 1,000 Ordinary
Pump Maintenance Limited 100% 4,128 Ordinary
1,000 Preference
Telomex limited 100% 50,000 Ordinary
Berkel Limited (formerly known as
Ashworth, Ross & Company Limited) 100% 15,997 Ordinary
W&T Avery Limited 100% 3,000 Ordinary
</TABLE>
GEC AVERY PROPERTIES LIMITED
Nil
SALTER HOUSEWARES LIMITED
Nil
<PAGE>
Schedule 4
Intellectual Property
GEC AVERY INTERNATIONAL
As attached
GEC AVERY LIMITED
As attached
GEC AVERY PROEPRTIES LIMITED
As attached
SALTER HOUSEWARES LIMITED
As attached
<PAGE>
Schedule 5
Plant and Machinery
GEC AVERY INTERNATIONAL LIMITED
Nil
GEC AVERY LIMITED
As attached
GEC AVERY PROPERTIES
Nil
SALTER HOUSEWARES LIMITED
As attached
<PAGE>
Schedule 6
Chargors
<TABLE>
<CAPTION>
Name of Company Registered Office Registered No.
<S> <C> <C>
GEC Avery International Limited Foundry Lane 42732
Smethwick
Warley
West Midlands B66 2LP
GEC Avery Limited Foundry Lane 595129
Smethwick
Warley
West Midlands B66 2LP
GEC Avery Properties Limited Foundry Lane 535027
Smethwick
Warley
West Midlands B66 2LP
Salter Housewares Limited 211 Vale Road 1227809
Tonbridge
Kent
NT9 1SU
</TABLE>
<PAGE>
Schedule 7
Bank Accounts
GEC AVERY INTERNATIONAL LIMITED
As attached
GEC AVERY LIMITED
As attached
GEC AVERY PROPERTIES LIMITED
As attached
SALTER HOUSEWARES LIMITED
Account Location Number
(Pounds) Account Fleet BankBoston, London 1951891
$ Account Fleet BankBoston, London 1951900
Account Fleet BankBoston, London 1954889
<PAGE>
SCHEDULE 8
Form of Notice of Charge of Charged Accounts
To: [Institution where Assigned Account is held] [Date]
Address
1 Fleet National Bank (the "Security Agent") and [.] (the "Chargor") give
notice that, by an assignment contained in a Fixed and Floating security
Document dated [.] 2000 between, among others, the Company and the Security
Agent, the Company charged to the Security Agent all its present and future
right, title and interest in and to the accounts with you listed below (the
"Charged Accounts") including all moneys which may at any time be standing
to the credit of any Charged Account.
Name of Account Account Number
. .
. .
. .
2 Accordingly, until you receive instructions from the security to the
contrary, the Chargor may operate the Charged Accounts as it sees fit.
3 Once you receive instructions from the Security Agent:
3.1 all rights, powers and discretions of the Chargor in relation to any
Charged Account shall be exercisable solely by the Security Agent
3.2 no moneys may be released from any Charged Account without the prior
written consent of the Security Agent and
3.3 you should apply any amount standing to the credit of any Charged Account
as directed from time to time by the Security Agent.
4 You agree:
4.1 to disclose to the Security Agent such information relating to any Charged
Account as the Security Agent may from time to time request and
4.2 not to claim or exercise any security interest in, set-off, counterclaim or
other rights in respect of any Charged Account.
5 This authority and instruction is irrevocable without the prior written
consent of the Security Agent.
<PAGE>
Please acknowledge receipt of this Notice of Charge, and confirm that you will
pay all moneys as directed by or pursuant to this Notice of Charge and will
comply with the other provisions of this Notice of Charge, by signing the
acknowledgement on the attached copy of this Notice of Charge and returning that
copy to the Security Agent at [.], marked for the attention of [.].
________________________________ _______________________________
For and on behalf of [.] For and on behalf of [.]
as Security Agent as Chargor
[On duplicate]
We acknowledge receipt of the Notice of Charge of which this is a copy and agree
to comply with its terms. We confirm that we have not received any other notice
of charge or notice that any other person claims any rights in respect of any
Charged Account.
________________________________
For and on behalf of
[Institution where Bank Account is held]
Date:__________________
<PAGE>
SIGNED as a DEED by GEC AVERY /s/ Larry Gunning
INTERNATIONAL LIMITED acting by its LARRY GUNNING
attorney -----------------
in the presence of:
/s/ James Hogben
JAMES HOGBEN
Witness: ----------------
Name: JAMES HOGBEN
Address: Broadwalk House
5 Appold Street
London
EC2A 2HA
Occupation: Solicitor
Address: Foundary Lane, Smethwick
Warley, West Midlands
B66 2LP
Fax No: 0212 565 320
Attention: Robert Foggerty
SIGNED as a DEED by GEC AVERY /s/ Larry Gunning
LIMITED acting by its attorney LARRY GUNNING
----------------
in the presence of:
/s/ James Hogben
JAMES HOGBEN
Witness: ----------------
Name: JAMES HOGBEN
Address: Broadwalk House
5 Appold Street
London
EC2A 2HA
Occupation: Solicitor
Address: Foundary Lane, Smethwick
Warley, West Midlands
B66 2LP
Fax No: 0212 565 320
<PAGE>
Attention: Robert Foggerty
SIGNED as a DEED by GEC AVERY /s/ Larry Gunning
PROPERTIES LIMITED acting by its LARRY GUNNING
attorney -----------------
in the presence of:
/s/ James Hogben
JAMES HOGBEN
-----------------
Witness:
Name: JAMES HOGBEN
Address: Broadwalk House
5 Appold Street
London
EC2A 2HA
Occupation: Solicitor
Address: Foundary Lane,
Smethwick
Warley, West Midlands
B66 2LP
Fax No: 0212 565 320
Attention: Robert Foggerty
SIGNED as a DEED by
SALTER HOUSEWARES LIMITED acting /s/ Larry Gunning
by its attorney LARRY GUNNING
in the presence of: -----------------
/s/ James Hogben
JAMES HOGBEN
Witness: -----------------
Name: JAMES HOGBEN
Address: Broadwalk House
5 Appold Street
London
EC2A 2HA
Occupation: Solicitor
Address: 211 Vale Road
Tonbridge
Kent TN9 1SU
Fax No:
Attention: Company Secretary
<PAGE>
SIGNED by FLEET NATIONAL BANK by: /s/ Robert S. White
ROBERT S. WHITE
--------------------
Address: 100 Federal Street,
MA DE 10307C
Boston, Massachusetts
02110
Tel No: (617) 346 - 4665
Fax No: (617) 346 - 5833
Attention: Al Lima
With a copy to: Fleet National Bank
Address: 100 Federal Street,
MA DE 110011B
Boston, Massachusetts
02110
Tel No: (617) 434 - 9383
Fax No: (617) 434 - 4929
Attention: Connie Moore
and
Lehman Commercial Paper Inc.
Address: 3 World Financial Centre,
New York, New York 10285
Tel No: (212) 526 - 4059
Fax No: (212) 526 - 7691
