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DATED 2000
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INDEPENDENT ENERGY UK LIMITED
-AND-
INDEPENDENT ENERGY HOLDINGS PLC
-AND-
FUTURE NETWORK SERVICES LIMITED
-AND-
FUTURE INTEGRATED TELEPHONY PLC
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DEED OF VARIATION
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Eversheds
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Ref: MDN/rse
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THIS DEED OF VARIATION is made on day of February 2000
BETWEEN:-
(1) INDEPENDENT ENERGY UK LIMITED whose registered office is at
Radcliffe House, Blenheim Court, Solihull, West Midlands, B91 2AA
("IE");
(2) FUTURE NETWORK SERVICES LIMITED whose registered office is at Future
House, ▇▇▇▇▇▇▇ Court, Progress Way, Leofric Business Park, Coventry,
West Midlands, CV3 2NT ("FNS");
(3) FUTURE INTEGRATED TELEPHONY PLC whose registered office is at Future
House, ▇▇▇▇▇▇▇ Court, Progress Way, Leofric Business Park, Coventry,
West Midlands, CV3 2NT ("FIT"); and
(4) INDEPENDENT ENERGY HOLDINGS PLC whose registered office is at
Radcliffe House, Blenheim Court, Solihull, West Midlands, B91 2AA
("IEH");
WHEREAS:-
(A) The parties hereto have entered into a marketing agreement dated 24
December 1999 ("the Agreement") the agreed conformed copy of which
is appended hereto.
(B) The parties hereto now wish to vary the terms of the Agreement as
set out in this deed.
NOW THIS DEED WITNESSES as follows:-
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1. THE AGREEMENT
1.1 Save as expressly varied and set out in this deed the terms
and conditions contained in the Agreement shall remain in full
force and effect between the parties.
1.2 The parties hereby agree that the Agreement shall be varied as
set out below, such variations to take effect as if contained
in the Agreement on the date it was originally entered into by
the parties to it.
2. VARIATION
2.1 By the deletion of clause 6.1 and the replacement of it by the
following new clause 6.1:-
"6.1 FNS shall pay commission as specified in the
Marketing Plan in respect of any customer
contracting with FNS as a result of marketing by
the Agents & Representatives of IE in accordance
with Clause 3.1 or by reason of any approach made
by IE (or its Agents & Representatives) on behalf
of FNS in accordance with Clause 3.6. The
commission will consist of a fixed commission in
respect of each customer contracting with FNS in
such circumstances plus variable commission
consisting of a percentage of the amount billed to
each such customer for so long as that customer
remains a customer of FNS. The actual amounts of
such commissions shall be calculated in accordance
with the provisions of the Marketing Plan";
2.2 By the deletion of clause 7.9 and the replacement of it by the
following new clause 7.9:-
"7.9 In the event that the Company is unable to obtain
the Approvals before 31 March 2000 this Agreement
shall terminate and the amount prepaid by IE to FIT
that would otherwise have been applied in
satisfaction of the allotment and issue of Ordinary
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Shares will be repaid to IE by FIT. Payment to be
made by 7 April 2000"; and
2.3 By the addition of the following words as a proviso to
Clause 7.12:-
"and nothing in this Clause 7 and Clause 13.2 shall
prohibit IE from giving security over the Ordinary
Shares held by it as part of the Independent Energy
Group's ordinary dealings with its financiers from
time to time".
3. HEADINGS
Headings used in this deed are for reference purposes only and shall
not be deemed to be part of this deed.
4. ENGLISH LAW
The formation, construction, performance, validity and all aspects
whatever of this deed shall be governed by English Law and the parties
hereby agree to submit to the non-exclusive jurisdiction of the English
Courts.
This document is executed as a deed on the date stated at the beginning of this
document.
EXECUTED AS A DEED
for and on behalf of
INDEPENDENT ENERGY UK LIMITED
acting by:-
Director
Director/Secretary
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EXECUTED AS A DEED
for and on behalf of
INDEPENDENT ENERGY HOLDINGS PLC
acting by:-
Director
Director/Secretary
EXECUTED AS A DEED
for and on behalf of
FUTURE NETWORK SERVICES LIMITED
acting by:-
Director
Director/Secretary
EXECUTED AS A DEED
for and on behalf of
FUTURE INTEGRATED TELEPHONY PLC
acting by:-
Director
Director/Secretary