EXHIBIT 4.14
DATED 23 AUGUST 1999
(1) LOMBARD NATWEST DISCOUNTING LIMITED
(as financier)
(2) NATIONAL WESTMINSTER BANK PLC
(as security agent)
(3) MANUFACTURERS AND TRADERS TRUST COMPANY
(as beneficiary)
(4) NATIONAL WESTMINSTER BANK PLC
(as lender)
(5) NIAGARA LASALLE (UK) LIMITED
(as borrower)
(6) NIAGARA CORPORATION
--------------------
DEED OF PRIORITY
--------------------
Ref : PAJ/RHH - 077506.010001
Eversheds
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇
Bircorp 187756-4
THIS DEED is made the 23rd day of August 1999
BETWEEN
(1) LOMBARD NATWEST DISCOUNTING LIMITED (Company Number 943038) whose
registered office is at ▇▇▇▇▇ House, P O Box 50, Elmwood Avenue,
Feltham, Middlesex, TW13 7QD (the "Financier")
(2) NATIONAL WESTMINSTER BANK PLC (Company Number 929027) acting through
its Agency Group at ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇ ▇▇▇ as security agent for the Beneficiary (the "Agent")
(3) MANUFACTURERS AND TRADERS TRUST COMPANY a New York banking
corporation whose principal place of business is at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America (the
"Beneficiary")
(4) NATIONAL WESTMINSTER BANK PLC (Company Number 929027) acting through
its branch at P O Box 4641, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ (the
"Lender")
(5) NIAGARA LASALLE (UK) LIMITED (Company Number 3725308) whose
registered office is at Victoria Street Works, Bull Lane, Moxley,
Wednesbury, West Midlands WS10 8RS (the "Company")
(6) NIAGARA CORPORATION a Delaware corporation whose principal place of
business is at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇ of America ("Niagara")
AND WITNESSES as follows:-
1. Definitions and Interpretation
------------------------------
1.1 Words and phrases defined or referred to in the Financier's
Security (as defined below) shall have the same meanings,
unless the context otherwise requires, where used in this deed.
1.2 In this deed, except where the context otherwise requires, the
following expressions have the meanings set out against each of
them:-
"Agent's Security" the debenture dated 21 May 1999
given by the Company to the Agent (as
security agent for the Beneficiary);
"Agreement" the invoice discounting agreement
dated 23 August 1999 for the purchase
of Receivables between the Financier
and the Company and any extension or,
amendments to such agreement;
"Beneficiary Discharge the date upon which all the
Date" liabilities outstanding to the
Beneficiary (as agent) under
the US Financing Agreements have been
irrevocably and unconditionally
satisfied in full by the borrowers
thereunder;
"Discounting Documents" has the same meaning as in the
Agreement;
"Financier Discharge Date" the date upon which all the
liabilities outstanding to the
Financier under the Agreement and/or
the Financier's Security have been
irrevocably and unconditionally
discharged or satisfied in full by the
Company;
"Financier's Security" the debenture dated 23 August 1999
given by the Company to the Financier;
"Inter Bank Agreement" the agreement dated 21 May 1999
made between (1) the Lender, (2) the
Beneficiary and (3) the Company
relating to the Lender's lending
relationship with the Company and
certain letters of credit issued by the
Beneficiary to the Lender to secure
such lending;
"Non-Vesting Receivables" all or any Receivables or their
related rights purchased or purported
to be purchased by the Financier
pursuant to the Agreement which fail to
vest absolutely and effectively in the
Financier for any reason;
"NWB Lending Documents" has the same meaning as in the
Agreement but subject to the variations
expressly set out in this Deed;
"Receivables" has the same meaning as in the
Agreement;
"Receiver" includes a receiver or a manager
or a receiver and manager or an
administrative receiver as defined in
Section 29(2) of the Insolvency ▇▇▇
▇▇▇▇ or a receiver of part only of the
property of the Company or a receiver
only of the income arising from
any part of the Company's property;
"Securities" the Agent's Security and the
Financier's Security and "Security"
means either of them;
"Security Holders" the Agent (as security agent for
the Beneficiary) and the Financier and
"Security Holder" means either of them;
"US Financing Agreements" has the same meaning as in the
Inter Bank Agreement; and
"US Lockbox Account" has the same meaning as in the
Agreement.
1.3 In this deed, unless the context otherwise requires:-
(a) references to any of the parties shall be construed so as
to include their respective successors and permitted
assignees;
(b) references to a "business day" shall be construed as a
reference to a day (other than a Saturday or Sunday) on
which banks are generally open in London for the
transaction of business in the lawful currency of the
United Kingdom;
(c) references to a "clause" or to a "schedule" are
references to a clause of or a schedule to this deed;
(d) references to this deed shall be to this deed as amended,
varied, supplemented or novated from time to time;
(e) references to any statute, law, decree or regulations
shall be treated as references to such statute, law,
decree or regulations as re-enacted, amended, extended or
replaced from time to time; and
(f) headings are inserted for ease of reference only and
shall be ignored in the construction of this deed.
1.4 If there shall be any conflict or inconsistency between any
provision of this deed and any provision contained within a
Security, the provisions of this deed shall prevail.
2. Consents
--------
2.1 Each of the Security Holders consents to the creation and
continuation of each Security. The Agent and the Beneficiary
each consent to the Agreement, the Financier's Security and the
sale and assignment by the Company to the Financier of the
Purchased Receivables (as such term is defined in the
Agreement). The Financier consents to the existence of the NWB
Lending Documents.
2.2 The Agent and the Beneficiary hereby irrevocably and
unconditionally agree to release the Purchased Receivables (as
such term is defined in the Agreement) and the US Lockbox
Account (and any monies standing to the credit thereof) from
the terms of the Agent's Security. In consequence of the
foregoing the Agent and the Beneficiary each undertake to the
Financier that it does not have the benefit of (and will not in
the future take or demand that the Company will create in its
favour) any Security Interest (as such term is defined in the
Agreement) or liens or rights of set-off, combination in
respect of, or over the US Lockbox Account to secure any
indebtedness owed to it by the Company or Niagara and will not
exercise any lien, rights of set off or combination in respect
of any monies standing to the credit of the US Lockbox Account
in respect of any indebtedness (actual or contingent) owed to
the Beneficiary by the Company or Niagara or any Subsidiary of
Niagara.
2.3 Insofar as any consent or waiver is required from the Lender,
the Agent and/or the Beneficiary under the terms of the NWB
Lending Documents to the terms of the Discounting Documents,
the Lender, the Agent and/or the Beneficiary consents to such
matters and the transactions contemplated thereby. The Company
and the Lender acknowledge that the variations to the NWB
Lending Documents, set out in the Schedule to this deed, shall
take effect from the point in time that the Financier first
provides funds to the Company under the terms of the Agreement.
2.4 Insofar as any consent or waiver is required from the Financier
under the terms of the Discounting Documents to the terms of
the NWB Lending Documents, the Financier consents to such
matters and the transactions contemplated thereby.
2.5 To the extent that the Company disposes or purports to dispose
of assets with "full title guarantee" or grants or purports to
grant first ranking security over any assets under the
provisions of any of the NWB Lending Documents (as at the date
of this deed) or under the Discounting Documents (as at the
date of this deed), the Agent, the Beneficiary, the Lender and
the Financier each acknowledge that such provisions will
operate subject to the provisions of this deed (and in
particular Clause 3.1).
2.6 The Agent and the Beneficiary acknowledge and consent to the
Financier's prior right to serve notice of assignment of the
Purchased Receivables or any Non-Vesting Receivables or Other
Receivables on the relevant debtors. The Agent and the
Beneficiary undertake that they will not serve notice of
assignment on any debtors of the Company under the terms of the
Agent's Security without first notifying the Financier of their
intention to do so and giving the Financier 10 Business Days to
serve formal notices of assignment on such debtors under the
Discounting Documents.
3. Priorities
----------
3.1 As between themselves the charges created by the Securities
shall rank in the following order of priority, namely:
3.1.1 as to any Receivables (including Non Vesting Receivables)
of the Company other than Purchased Receivables, the
Financier's Security shall rank in priority to the
Agent's Security without limit; and
3.1.2 subject to clause 3.1.1 above the Agent's Security shall
rank in priority to the Financier's Security without
limit.
3.2 The proceeds of any insurance claim charged under the
Securities after the Enforcement Date shall (to the extent not
already applied towards making good the loss or damage in
respect of which such moneys were received) be applied in the
order of priority set out in clause 3.1 above, depending upon
the category of asset of the Company the subject of the claim.
3.3 The amount of any Receiver's remuneration and all outgoings,
costs, charges, expenses, liabilities and payments ranking by
statute for payment in priority to the amount secured by the
Securities shall be deducted from all receipts and recoveries
under the relevant Security prior to their application towards
the discharge or satisfaction of the amounts secured by the
Securities.
3.4 Any amount owing, or which shall become due by the Financier to
the Company pursuant to the Agreement shall be and remain
subject to any security in the Agent's favour over the book
debts of the Company. However any such security shall always be
subject to all or any rights of set-off or combination of
accounts that the Financier may have against the Company,
whether arising before or after the Financier's receipt of
notice of any security in the Agent's favour.
3.5 Niagara hereby undertakes to each of the Lender, the Agent, the
Beneficiary, the Financier and the Company that any monies paid
to Niagara by the Company in breach of clauses 3, 4, 5, 6.3,
6.4, 6.5, 6.6, 6.7 and 6.9 contained in the Intercreditor
Agreement dated 21 May 1999 made between (1) the Lender, (2)
Niagara and (3) the Company and the Intercreditor Agreement
dated 23 August 1999 made between (1) the Financier, (2)
Niagara and (3) the Company, shall be repaid to the Company
forthwith upon receipt and pending such repayment, will be
held on trust for the Company.
4. Continuing Security
-------------------
The Securities shall be continuing securities for repayment to the
Beneficiary and the Financier of the money and liabilities thereby
secured and the priority arrangements herein contained shall not be
affected by any fluctuations in the amount from time to time due
owing or incurred by the Company on any account to either of the
Beneficiary or the Financier or by the existence at any time of a
credit or nil balance on any such account of the Company with the
Beneficiary or the Financier.
5. Subordination and Enforcement of Security
-----------------------------------------
5.1 The Beneficiary undertakes to the Financier that, until the
Financier Discharge Date, it will not make demand for payment
or take any steps to enforce the terms of any guarantee given
by the Company to the Beneficiary to guarantee the indebtedness
of any Subsidiaries (as such term is defined in the Agreement)
of Niagara under the US Financing Agreements. Prior to the
Financier Discharge Date, the Beneficiary also undertakes to
the Financier that it will not take the benefit of any Security
Interest to secure the obligations of the Company under any
guarantee referred to in this clause 5.1.
5.2 The Financier undertakes to the Beneficiary that, until the
Beneficiary Discharge Date , it will not make demand for
payment or take any steps to enforce the terms of any guarantee
given by Niagara to the Financier to guarantee the indebtedness
of the Company under the Discounting Documents (as such term is
defined in the Agreement). Prior to the Beneficiary Discharge
Date, the Financier also undertakes to the Beneficiary that it
will not take the benefit of any Security Interest to secure
the obligations of Niagara under any guarantee referred to in
this clause 5.2.
5.3 The Security Holders shall consult and co-operate with each
other to the intent (but without any requirement) that:
5.3.1 the Securities shall so far as practicable be enforced by
the same method and at the same time;
5.3.2 in the case of an appointment of a Receiver or Receivers
by a Security Holder under its Security the same
person(s) shall be appointed Receiver(s) by the other
Security Holder (if that other Security Holder shall also
make such an appointment).
5.4 The provisions of clause 5.3 shall not prevent any Security
Holder from appointing a Receiver under its Security or from
the exercise or enforcement of its Security without any
consultation if it considers it expedient to do so.
5.5 If any Security Holder shall appoint a Receiver under its
Security or shall otherwise enforce or exercise its Security it
shall promptly give written notice thereof to the other
Security Holder.
6. Information
-----------
6.1 Whilst this deed subsists each Security Holder, the Lender and
the Beneficiary shall be at liberty from time to time to
disclose to the other information concerning the Company,
Niagara or any Subsidiary of either of them and their affairs
in such manner and to such extent as the disclosing Security
Holder or the Lender or Beneficiary (as the case may be) may
decide.
6.2 The Security Holders, the Lender and the Beneficiary each
acknowledge the right of the others to the production and
delivery of copies of the documents comprising or referred to
in the Securities.
7. Compliance with Covenants
-------------------------
7.1 The Company shall observe and perform all the covenants in the
Financier's Security in respect of the Non-Vesting Receivables
and other Receivables and the proceeds, if any, of the same.
Such observance and performance shall be treated as compliance
with the covenants in the Agent's Security in respect of the
Non-Vesting Receivables and other Receivables and their
proceeds.
7.2 Insofar as the Company has complied with the obligations
contained in the Agent's Security as regards the deposit,
custody or control of any documentation relating to assets
which are the subject of security under the Agent's Security
(or such obligations have been waived by the Agent), the
Company shall be deemed to have complied with all similar
obligations contained in the Financier's Security.
8. Termination
-----------
The provisions of this deed relating to the creation and priority of
the Securities (specifically including the provisions of clause 3),
the release of Purchased Receivables from the Agent's Security
(clause 2.2), the treatment of inconsistencies concerning the
Company's obligations thereunder (specifically including the
provisions of clauses 2.5, 7.1 and 7.2) and all such other provisions
of this deed specifically relating or incidental to the parties'
undertakings with respect to the Securities, shall cease to have
further effect on the date one or more of the Securities shall have
been fully discharged (the "Securities Discharge Date"). The
provisions of this deed relating to the Financier's and the
Beneficiary's subordination of the guarantees under the Discounting
Documents and the US Financing Agreements provided by Niagara
(specifically including clauses 5.1, 5.2, 9.3 and 9.4), and all such
other provisions of this deed specifically relating or incidental to
the parties' undertakings with respect to the guarantees described in
clauses 5.1 and 5.2, shall cease to have further effect on the date
one or more of such guarantees shall have been terminated in
accordance with its (or their) terms or released by the Financier or
the Beneficiary (as the case may be) (the "Guarantees Discharge
Date"). This deed shall terminate and shall cease to have further
effect on the later of the Securities Discharge Date or the
Guarantees Discharge Date.
9. The Company's and Niagara's Acknowledgement
-------------------------------------------
9.1 The Company and Niagara each acknowledge the priorities
recorded in this deed and consent to the rest of the terms of
this deed.
9.2 The Company and Niagara jointly and severally agree and undertake
with each Security Holder, the Lender and the Beneficiary that
each of them will not do or omit to do anything that would lead
to a breach of any of the provisions of this Deed.
9.3 Until the Financier Discharge Date, the Company undertakes with
the Financier that its obligations to pay the Beneficiary any
monies under the guarantee referred to in clause 5.1 above
shall be subordinate to, and shall be conditional upon, the
repayment and payment in full to the Financier of all amounts
outstanding due or owing to the Financier pursuant to, under or
in connection with the Agreement. Until the Financier Discharge
Date, the Company undertakes to the Financier that it will not
grant any Security Interest in favour of the Beneficiary to
secure its obligations under the guarantee referred to in
clause 5.1 above.
9.4 Until the Beneficiary Discharge Date, Niagara undertakes with the
Beneficiary that its obligations to pay the Financier any monies
under the guarantee referred to in clause 5.2 above shall be
subordinated to, and shall be conditional upon, the repayment and
payment in full to the Beneficiary of all amounts outstanding due
or owing to the Beneficiary pursuant to, or in connection with,
the US Financing Agreements. Until the Beneficiary Discharge
Date, Niagara undertakes to the Beneficiary that it will not
grant any Security Interest in favour of the Financier to secure
its obligations under the guarantee referred to in clause 5.2
above.
9.5 In addition to their obligations under clauses 9.1 and 9.2, it
is recorded that each of the Company and Niagara are entering
into this deed for the purpose of giving the agreements and
undertakings contained in clauses 9.3 and 9.4 hereof, but
provided that, other than the right to enforce the provisions
of clauses 2.1, 2.2, 2.3, 2.4, 2.5, 7.1, 7.2 and/or 21 against
the Agent, the Beneficiary, the Lender and/or the Financier, as
applicable, neither the Company nor Niagara shall obtain any
rights against any of the Lender, the Agent, the Beneficiary or
the Financier by virtue of it being a party to this Agreement.
10. The Entire Agreement
--------------------
This deed forms the entire agreement between the parties relating to
the priority of their respective Securities and the application of
the proceeds thereof and supersedes all earlier meetings,
discussions, negotiations, correspondence, faxes, telexes, letters,
transactions, communications, understandings and arrangements of any
kind so relating.
11. Release of Assets
-----------------
Any release of any assets the subject of the Securities granted by
the Security Holder having priority under clause 3.1 above in respect
of such asset (or class of assets) of the Company will be deemed to
have been given by the other Security Holder on the same terms and
conditions.
12. Forbearance, Failures and Waivers
---------------------------------
12.1 No forbearance or failure by any party to exercise or assert or
claim any rights or entitlement hereunder shall be construed
(in the absence of a written agreement to a waiver or a written
confirmation of a past waiver) as a waiver of that right or
entitlement.
12.2 No waiver of any breach of any term of this deed shall (unless
expressly agreed in writing by the waiving party) be construed
as a waiver of a future breach of the same term or as
authorising a continuation of a particular breach.
13. Variations
----------
Save as otherwise provided herein, any variation of this deed shall
be binding only if it is recorded in a document signed by or on
behalf of each party to this deed.
14. Severability
------------
The provisions of this deed shall be severable and distinct from each
other. If at any time any one or more of such provisions is or
becomes invalid, illegal or unenforceable, the validity, legality and
enforceability of each of the remaining provisions of this deed shall
not in any way be affected, prejudiced or impaired thereby.
15. Facilities
----------
Nothing contained in this deed shall bind the Lender, the Agent, the
Beneficiary or the Financier to make any advance or prepayment or to
grant any credit or other facilities to the Company or restrict the
Lender or the Financier from varying the terms of their respective
facilities (including but without limitation, the amounts owed to
them) without reference to the other.
16. Time and Indulgence
-------------------
The Agent and the Financier shall each be entitled to grant time or
indulgence or to release or compound with the Company or otherwise
deal with its Security without reference to each other except to the
extent regulated by this deed.
17. Counterparts
------------
This deed may be executed in any number of documents or counterparts
each in the like form, all of which when taken together shall
constitute one and the same document.
18. Continuing Effect
-----------------
The priorities set forth above shall apply even though a liquidator
or Receiver or an administrator shall be appointed under the
Insolvency ▇▇▇ ▇▇▇▇ in relation to the Company.
19. Inter Bank Agreement
--------------------
Save as set out expressly in the Schedule to this this deed nothing
in this deed shall vary or affect in any way any of the terms of the
Inter Bank Agreement which shall, as between the parties to that
agreement, continue in full force and effect.
20. Notices
-------
20.1 Every notice made under this deed shall be given in writing and
shall be sent:
20.1.1 in the case of LND, to its address at:
▇▇▇▇▇ ▇▇▇▇▇
▇ ▇ ▇▇▇ ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
Facsimile : 0181 895 7568
Attention : Company Secretary
with a copy to:
Lombard Nat West Commercial Services Limited
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇ ▇▇▇
Facsimile : 0113 230 6690
Attention : ▇▇▇ ▇▇▇▇▇▇;
20.1.2 in the case of the Agent, to its address at:
National Westminster Bank Plc
Agency Group
5th Floor
Juno Court
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇ ▇▇▇
Facsimile : 0171 714 6167
Attention : Head of Agency Group;
20.1.3 in the case of MTT, to its address at:
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇▇▇
New York
United States of America
Facsimile : 001 716 848 7316
Attention : ▇▇ ▇ ▇ ▇▇▇▇;
20.1.4 in the case of the Lender, to its address at:
P O Box No. 4641
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇
Facsimile : 0121 234 2504
Attention : The Corporate Director; and
20.1.5 in the case of the Company, to its address at:
Victoria Steel Works
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
Facsimile : 0121 556 9011
Attention : ▇▇▇▇ ▇▇▇▇▇▇▇▇
with a copy to the Holding Company at:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
United States of America
Facsimile : 001 212 317 1001
Attention : ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;
20.1.6 in the case of Niagara, to its address at:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
United States of America
Facsimile : 001 212 317 1001
Attention : ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; or
20.1.7 to such other address or facsimile number as any of the
above parties may from time to time notify to each of the
other parties in writing.
20.2 Every notice sent pursuant to this deed:
20.2.1 personally, shall be deemed to have been received on
delivery;
20.2.2 by facsimile shall be confirmed by posting first class
post, and shall be deemed to have been received three
Business Days after posting and not, for the avoidance of
doubt, on transmission of the facsimile; and
20.2.3 by first class post, shall be deemed to have been
received three Business Days' after posting.
21. Assignment
----------
The Lender, the Agent, the Beneficiary and and the Financier agree
that if they shall assign their rights under the NWB Lending
Documents or the Discounting Documents (as the case may be) to any
assignee (the "Assignee") they shall use all reasonable endeavours to
procure that the Assignee shall enter into a deed of adherence
agreeing to be bound by and to observe the terms of this deed as if
the Assignee were the Lender, the Agent, the Beneficiary or the
Financier, as the case may be.
22. Law and Jurisdiction
--------------------
22.1 This deed is governed by and shall be construed in accordance
with English law.
22.2 The parties to this deed irrevocably submit to the
non-exclusive jurisdiction of the English courts to settle any
disputes which may arise out of or in connection with this
deed.
IN WITNESS whereof the parties hereto have an executed this deed and have
delivered it on the day and year first above written.
SCHEDULE
FACILITIES AGREEMENT
--------------------
CONTENTS: Schedule 3 - delete 'Eligible Receivables and'
DEFINITIONS: delete 'Account Debtors' and its definition
delete 'Eligible Receivables' and its definition
delete 'Eligible Receivables Limit' and its definition
in 'Eligible Receivables and Eligible Stock Certificate', delete 'Eligible
Receivables and' and where mentioned within the definition
delete 'Receivables' and its definition
2.2: delete 'or the amount of the Eligible Receivables Limit and/'
4.1.13: delete 'in respect of its Receivables and'
5.3 (i) : delete 'the Eligible Receivables Limit and'
5.4: delete 'Eligible Receivables Limit and the', 'Eligible Receivables and'
5.5: delete 'and the Eligible Receivables Limit', 'Eligible Receivables and'
5.6: delete 'Eligible Receivables Limit and' (twice)
9.1.6 (c) : delete 'Eligible Receivables and', 'containing a list of
Receivables detailing the amount of each Receivable, the Account Debtor and
date of the invoice (set out on an aged basis) and'
9.1.6 (e) (A) : delete 'and Eligible Receivables'
9.1.12: delete 'and Receivables'
9.2.3 (b) : delete 'Receivables or'
delete subclause 9.2.15(d), and renumber 9.2.15 (e) and (f) as (d) and (e)
respectively
9.5: delete 'and Eligible Receivables'
18.3: delete second paragraph
2ND SCHEDULE: (a): delete 'Eligible Receivables for the Accounting Quarter is
[AMOUNT]'
3RD SCHEDULE: HEADING: delete 'Eligible Receivables and'
delete RECEIVABLES to (Dx85%) (pound)_____
reletter (F) as (A), (G) as (B), (H) as (C), (I) as (D), (J) as (E)
in new line (D): replace (G - H = I) with (B - C = D)
in new line (E), replace (I x 60%) with (D x 60%)
delete line (K)
reletter (L) as (F), (N) as (G), (O) as (H)
Final paragraph: replace (O) with (H)
INTERBANK AGREEMENT
-------------------
4.6: delete 'the Eligible Receivables and' (line 3)
delete 'the Eligible Receivables and' (line 4-5)
delete 'Eligible Receivables and' (lines 8 and 10)
delete 'Eligible Receivables Limit and' (penultimate line)
5.5: delete 'the Eligible Receivables Limit or', 'Eligible Receivables and/'
5.6: delete 'Eligible Receivables and', 'the Eligible Receivables Limit and'
FINANCIER
Signed and delivered as a deed )
on behalf of LOMBARD NATWEST )
DISCOUNTING LIMITED )
by
)
/s/ ▇▇▇ ▇▇▇▇▇▇ ) /s/ ▇▇▇ ▇▇▇▇▇▇
------------------------------------ ----------------------------
duly appointed Attorney in the Attorney for Lombard NatWest
presence of this Witness: Discounting Limited
Witness' Signature: /s/ ▇.▇. ▇▇▇▇▇-▇▇▇▇▇▇
Witness' Full Names: ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇
Witness' Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇
Witness' Occupation: Solicitor
AGENT
Signed and delivered as a deed )
on behalf of NATIONAL )
WESTMINSTER BANK PLC )
(in its capacity as security agent )
for the Beneficiary only) by)
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ ) /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------- ---------------------------------------
duly appointed Attorney in the Attorney for National
presence of this Witness: Westminster Bank Plc (as security agent
for the Beneficiary)
Witness' Signature: /s/ ▇▇▇▇▇▇ Ottowil
Witness' Full Names: ▇▇▇▇▇▇ Ottowil
Witness' Address: .............................................
London
Witness' Occupation: Banker
BENEFICIARY
-----------
Signed and delivered as a deed)
on behalf of MANUFACTURERS )
AND TRADERS TRUST )
COMPANY )
by )
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ ) /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, Vice President
------------------- -----------------------------------
duly appointed Attorney in the Officer for Manufacturers and
presence of this Witness: Traders Trust Company
Witness' Signature: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Witness' Full Names: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Witness' Address: ▇. ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Witness' Occupation: Attorney
LENDER
Signed and delivered as a deed)
on behalf of NATIONAL )
WESTMINSTER BANK PLC )
by )
/s/ ▇▇▇▇ ▇▇▇▇▇ ) /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------ -----------------------------
its duly authorised signatory in the Duly authorised signatory for
presence of this Witness: National Westminster Bank Plc
Witness' Signature: /s/ ▇.▇. ▇▇▇▇▇-▇▇▇▇▇▇
Witness' Full Names: ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇
Witness' Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇
Witness' Occupation: Solicitor
COMPANY
Signed and delivered as a deed )
on behalf of NIAGARA LASALLE )
(UK) LIMITED )
by )
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ) /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------ ---------------------------------
Director Signature of Director
and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ) /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------ ---------------------------------
**Director/Company Secretary Signature of **Director/
Company Secretary
NIAGARA
Signed and delivered as deed )
on behalf of NIAGARA )
CORPORATION by )
President ) /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------ -------------------------------
Title Signature of Officer
and
Vice President ) /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------ -------------------------------
Title Signature of Officer
** Delete as applicable
