<PAGE>
                                                                     Exhibit 4.9


                               Dated __ May 2001



                      THE COMPANIES SET OUT IN SCHEDULE 1
                       and the Additional Companies party
                           hereto from time to time,
                                as the Companies


                                      and


                             BANK OF AMERICA, N.A.
                              as Security Trustee



                 ____________________________________________
                                   DEBENTURE
                 ____________________________________________

                   This Debenture is entered into subject to
                    and with the benefit of an Intercreditor
                        Agreement of even date herewith

                        To:  H.M. Chief Land Registrar.
                   Note:  this Debenture contains (in clause
                4.4 (Application to H.M. Chief Land Registrar))
                    an application to enter a restriction on
                          the Proprietorship Register.


                   [MAYER, BROWN & PLATT LOGO APPEARS HERE]




                             MAYER, BROWN & PLATT
                               Bucklersbury House
                            3 Queen Victoria Street
                                London EC4N 8EL
                           Telephone:  020 7246 6200
                           Facsimile:  020 7329 4465
                               Re:  LMS/00651039


<PAGE>

                               Table of Contents


Clause                                                                      Page


1.   DEFINITIONS AND INTERPRETATION.........................................  1

     1.1  Definitions.......................................................  1
     1.2  Interpretation....................................................  6
     1.3  Credit Agreement..................................................  7
     1.4  Loan Documents....................................................  7

2.   COVENANT TO PAY........................................................  7

     2.1  Covenant to Pay...................................................  7
     2.2  Interest..........................................................  7
     2.3  Payments..........................................................  7

3.   ASSIGNMENTS, FIXED AND FLOATING CHARGES................................  7

     3.1  Fixed charges.....................................................  7
     3.2  Assignments.......................................................  8
     3.3  Dealings with Assigned Agreements.................................  8
     3.4  Floating charge...................................................  9
     3.5  Exceptions to security............................................ 10
     3.6  Failure of assignment............................................. 10
     3.7  Assignment of insurances.......................................... 11

4.   PERFECTION OF SECURITY AND FURTHER ASSURANCE........................... 11

     4.1  Notice of Assignment.............................................. 11
     4.2  Collection of Debts and Related Matters........................... 11
     4.3  Notice of charge.................................................. 12
     4.4  Application to H.M. Chief Land Registrar.......................... 12
     4.5  Further Assurances................................................ 13
     4.6  Charged Shares.................................................... 13
     4.7  Covenants for title............................................... 14
     4.8  Additions to this Debenture....................................... 14
     4.9  Security Trustee not to give notice............................... 14



                                      -i-
<PAGE>
                               Table of Contents
                                  (continued)

Clause                                                                     Page

5.   GENERAL SECURITY PROVISIONS..........................................  14

     5.1  Additional Security.............................................  14
     5.2  Immediate Recourse..............................................  14
     5.3  Waiver of Defences..............................................  15
     5.4  Non-Competition.................................................  15
     5.5  Trust Operation.................................................  16
     5.6  Rights Attaching to the Securities..............................  16

6.   RELEASE OF SECURITY..................................................  17

     6.1  No discharge of security........................................  17
     6.2  Release of security.............................................  17
     6.3  Reinstatement...................................................  17

7.   CONVERSION OF FLOATING CHARGE........................................  18

     7.1  Crystallisation.................................................  18
     7.2  Automatic Crystallisation.......................................  18

8.   REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE COMPANIES...........  19

     8.1  Due Incorporation...............................................  19
     8.2  Capacity........................................................  19
     8.3  Enforceability..................................................  19
     8.4  Authorisations..................................................  19
     8.5  Compliance with laws............................................  20
     8.6  Insolvency proceedings..........................................  20
     8.7  Properties......................................................  20
     8.8  Environmental licences..........................................  20
     8.9  Dangerous substances............................................  21
     8.10 Environmental liability.........................................  21
     8.11 Insurance policies..............................................  21


                                      -ii-
<PAGE>
                               Table of Contents
                                  (continued)

Clause                                                                     Page

     8.12  Charged shares.................................................  21

9.   SPECIFIC COVENANTS...................................................  21

     9.1   Specific covenants.............................................  21
     9.2   Intellectual Property..........................................  26
     9.3   Evidence of compliance.........................................  29
     9.4   Limitation on powers...........................................  29

10.  POWER TO REMEDY......................................................  29

     10.1  Entry to Property..............................................  29
     10.2  Power to Remedy................................................  29
     10.3  Insurance......................................................  29
     10.4  Indemnity......................................................  30
     10.5  No Obligation to Remedy........................................  30

11.  POWERS OF LEASING....................................................  30

     11.1  Prohibition on Exercise of Powers by a Company.................  30
     11.2  Powers of Security Trustee.....................................  30

12.  ENFORCEMENT..........................................................  31

     12.1  Event of Default...............................................  31
     12.2  Exclusion of Provisions of LPA.................................  31
     12.3  Consolidation..................................................  31
     12.4  Powers of Mortgagee............................................  31
     12.5  Power of Sale..................................................  31
     12.6  Exercise of Powers.............................................  31

13.  PROTECTION OF THIRD PARTIES..........................................  32

     13.1  Protection of Third Parties....................................  32
     13.2  Receipts Conclusive............................................  32



                                     -iii-
<PAGE>
                               Table of Contents
                                  (continued)

Clause                                                                     Page


     13.3  Meaning of Purchaser...........................................  32

14.  APPOINTMENT OF RECEIVER..............................................  32

     14.1  Appointment....................................................  32
     14.2  Powers.........................................................  32
     14.3  Receiver of a Company..........................................  34
     14.4  Joint Appointment..............................................  34
     14.5  No Limit on Powers of Receiver.................................  35
     14.6  Removal........................................................  35
     14.7  Remuneration...................................................  35

15.  APPLICATION OF PROCEEDS..............................................  35

     15.1  Application of Proceeds........................................  35
     15.2  Insurance......................................................  35
     15.3  Suspense Account...............................................  35
     15.4  Exclusions.....................................................  36

16.  SECURITY TRUSTEE'S POWERS............................................  36

     16.1  Further Powers.................................................  36
     16.2  Exercise of Powers.............................................  36
     16.3  Landlord and Tenants Acts......................................  36
     16.4  Entry into Possession..........................................  36

17.  POWER OF ATTORNEY....................................................  37

18.  REDEMPTION OF PERMITTED SECURITY INTERESTS...........................  37

19.  AVOIDANCE OF PAYMENTS................................................  37

20.  DELEGATION...........................................................  38

21.  PROTECTION OF THE SECURITY TRUSTEE, BANKS AND RECEIVER...............  38

     21.1  No Liability...................................................  38



                                      -iv-
<PAGE>
                               Table of Contents
                                  (continued)

Clause                                                                     Page


     21.2  No Mortgagee in Possession.....................................  38

22.  CUSTODY..............................................................  38

23.  COSTS................................................................  38

24.  INDEMNITY............................................................  39

     24.1  General Indemnity..............................................  39
     24.2  Indemnity for Breach...........................................  39

25.  SET-OFF..............................................................  39

     25.1  Set-off........................................................  39
     25.2  Security Trustee may effect Set-off or Transfer................  40
     25.3  Meaning of Rights under General Law............................  40

26.  NOTICES..............................................................  40

     26.1  Form...........................................................  40
     26.2  Made...........................................................  40
     26.3  Language.......................................................  40

27.  TRANSFERS............................................................  41

     27.1  Security Trustee...............................................  41
     27.2  Company........................................................  41
     27.3  Disclosure.....................................................  41

28.  CURRENCY INDEMNITY...................................................  41

29.  MISCELLANEOUS........................................................  41

     29.1  Property of Security Trustee...................................  41
     29.2  Security Trustee's Certificate Conclusive......................  41
     29.3  No Waiver......................................................  42
     29.4  Severability...................................................  42
     29.5  Counterparts...................................................  42




                                      -v-
<PAGE>
                               Table of Contents
                                  (continued)

Clause                                                                     Page

     29.6   Governing Law.................................................  42
     29.7   Submission of Jurisdiction....................................  42
     29.8   Waiver of Objection...........................................  42
     29.9   General Consent...............................................  42
     29.10  No Limitation of Right to Court Proceedings...................  43
     29.11  Third Party Rights............................................  43

30.  ADDITIONAL COMPANIES.................................................  43

     30.1   Joinder of Additional Company.................................  43
     30.2   Construing Agreement..........................................  43

SCHEDULES

SCHEDULE 1  THE COMPANIES
SCHEDULE 2  FORM OF DEED OF ACCESSION
SCHEDULE 3  CHARGED SHARES
SCHEDULE 4  FORM OF NOTICE TO COUNTERPARTIES OF ASSIGNED AGREEMENTS
SCHEDULE 5  GUARANTIES
SCHEDULE 6  PROPERTIES
SCHEDULE 7  ADDITIONAL ASSIGNED AGREEMENTS
SCHEDULE 8  FORM OF NOTICE OF CHARGE
SCHEDULE 9  SPECIAL ACCOUNTS


                                      -vi-
<PAGE>

THIS DEBENTURE is made the    day of                       2001, between:

1.   THE COMPANIES set out in the Schedule 1 and each Person which executes a
     Deed of Accession pursuant to Clause 30, as an Additional Company (each,
     individually, a "Company" and collectively referred to as the "Companies");
     and

2.   BANK OF AMERICA, N.A. as administrative agent pursuant to the Credit
     Agreement defined below and Security Trustee for the Banks pursuant to the
     Consent (the "Security Trustee").

                                   RECITALS

WHEREAS:

1.   Pursuant to the Credit Agreement, the Banks have agreed to make loans to,
     and to issue or participate in letters of credit for the account of, the
     Borrowers;

2.   The Parent, APW-NA, all Domestic Subsidiaries of APW-NA and certain direct
     Subsidiaries of the Parent have executed and delivered guarantees of
     certain Obligations under the Credit Agreement;

3.   Certain English Subsidiaries of Wright Line Europe BV, a subsidiary of the
     Parent, have executed and delivered or will, simultaneously with their
     execution and delivery of this Debenture, execute and deliver guarantees of
     certain Obligations under the Credit Agreement;

4.   APW Products and Systems BV, a Dutch company, Wright Line Europe BV, a
     Dutch Company, and APW Power Supplies AS, a Danish company, each of which
     is also a Subsidiary of Wright Line Europe BV, will, simultaneously with
     their accession to this Debenture, execute and deliver guarantees of
     certain Obligations under the Credit Agreement;

5.   The Banks have no obligation at the present time to make additional Loans
     or issue or participate in additional Letters of Credit under the Credit
     Agreement;

6.   In consideration for additional Loans, Letters of Credit or other financial
     accommodation heretofore or hereafter made to the Borrowers under or in
     connection with the Credit Agreement, the Companies have agreed to execute
     and deliver this Debenture upon the terms and conditions set out below.

1.   DEFINITIONS AND INTERPRETATION

1.1  Definitions

     In this Debenture and in the Recitals hereto, unless the context otherwise
     requires:

     "Additional Company" means any company that becomes a party to this
     Debenture pursuant to Clause 30 by executing a Deed of Accession;

     "applicable law" means with respect to any Person or matter, any
     supranational, national, federal, state, provincial, regional or local
     statute, law, rule, treaty, convention, regulation, order, decree,
     directive, measure, procedure, rule, consent,


<PAGE>

     decree, request, determination or other requirement (whether or not having
     the force of law) relating to such Person or matter and, where applicable,
     any interpretation thereof by any governmental authority having
     jurisdiction with respect thereto or charged with the administration or
     interpretation thereof;

     "APW-NA" means APW North America, Inc., a Delaware corporation;

     "Assigned Agreements" means, in relation to a Company, all benefits,
     rights, title, interests and claims of such Company in respect of:

     (a)  any contract of insurance to which such Company is a party or to which
          such Company has any present or future right, title or interest, and

     (b)  any additional assigned agreements set out in Schedule 7 against such
          Company, or (in the case of Additional Companies only) identified in
          the Deed of Accession executed by such Additional Company

     in each case, the situs of which is outside the United States;

     "Banks" has the meaning given to it in the Credit Agreement;

     "Borrowers" has the meaning given to it in the Credit Agreement;

     "Charged Share Issuer" means, in relation to a Company, each Person listed
     against such Company and, identified as such in Schedule 3 and, in relation
     to any Additional Company, each Person identified as such in the Schedule
     to the Deed of Accession;

     "Charged Shares" means, in relation to a Company, such shares of each
     Charged Share Issuer which are held by or to the order of such Company at
     any time and, at the date of this Debenture, as set out in Schedule 3, and
     in relation to each Additional Company all the shares of each Charged Share
     Issuer which are held by or to the order of such Additional Company at any
     time and which are delivered by such Additional Company to the Security
     Trustee as Secured Property hereunder;

     "Company" is defined in the preamble;

     "Consent" means a consent agreement dated May 4, 2001 and made between the
     Parent, APW-NA, APW Holdings Denmark APS, various financial institutions,
     Bank One N.A., as syndication agent, The Chase Manhattan Bank, as
     documentation agent and Bank of America, N.A., as administrative agent;

     "Credit Agreement" means an Amended and Restated Multicurrency Credit
     Agreement dated as of May 15, 2001 (as amended, amended and restated,
     supplemented or modified from time to time) between the Parent, as
     borrower, the various financial institutions (together with their
     respective successors and assigns), collectively the Banks, Bank One N.A.
     as Syndication Agent, The Chase Manhattan Bank as Documentation Agent and
     Bank of America, N.A. as Administrative Agent;

     "Debts" means, in relation to a Company, all present and future book and
     other debts and other monies due, owing, payable or incurred to such
     Company including any amounts from time to time standing to the credit of
     any accounts with the Security


                                      -2-
<PAGE>

     Trustee or other accounts of such Company and with the benefit of any
     guarantees, indemnities or other assurances against financial loss
     affecting any of the same and the benefit of any present or future
     insurance policies and all proceeds thereof and all things in action which
     may give rise to any debt, revenue or claim and any other rights relating
     thereto;

     "Deed of Accession" means a deed supplemental to this Debenture, executed
     by an Additional Company substantially in the form of the deed exhibited at
     Schedule 2 hereto, by virtue of which such Additional Company becomes bound
     by this Debenture in the capacity of a Company;

     "Default Rate" means the applicable rate determined pursuant to Section
     2.12(d) of the Credit Agreement;

     "Delegate" means any Receiver, agent for a mortgagee in possession,
     attorney or similar Person appointed by the Security Trustee hereunder;

     "Dissolution" of a Person includes the bankruptcy, insolvency, liquidation,
     amalgamation, reconstruction, reorganisation, administrative or other
     receivership, or dissolution of that Person, or its official management and
     any equivalent or analogous proceeding by whatever name known and in
     whatever jurisdiction;

     "Distributions" means all share dividends, liquidating dividends, shares
     resulting from (or in connection with the exercise of) share splits,
     reclassifications, warrants, options, non-cash dividends, mergers,
     consolidations, and all other distributions (whether similar or dissimilar
     to the foregoing) on or with respect to any Charged Shares or other
     Securities, but shall not include Dividends;

     "Dividends" means cash dividends and cash distributions with respect to any
     Charged Shares or other Securities (including interest) and other amounts
     paid or payable but not any liquidating dividend;

     "Environmental Laws" means all applicable laws, compliance with which is
     mandatory for each Company, relating to waste, contamination or pollution
     of air, water or soil;

     "Environmental Licences" means any permit, approval, consent, licence or
     other authorisation required under any applicable Environmental Law;

     "Event of Default" has the meaning given to it in Section 8.1 of the Credit
     Agreement;

     "Guaranty" means the Guaranty which each Company has either executed and
     delivered in favour of Bank of America, N.A. as administrative agent for
     the financial institutions from time to time party to the Credit Agreement
     (as set out in Schedule 5, marked "Existing Guaranties"), or will execute
     and deliver simultaneously with its execution of this Debenture, in favour
     of the Administrative Agent and the Security Trustee (as set out in
     Schedule 5, marked "New Guaranties"), or the Guaranty which will be
     executed and delivered by each Additional Company simultaneous with such
     Additional Company's execution and delivery of a Deed of Accession,
     pursuant to


                                      -3-
<PAGE>

     which, in each case, certain obligations of the Parent under the Credit
     Agreement are irrevocably, unconditionally and absolutely guaranteed in
     full by such Company;

     "Intellectual Property" means, in relation to a Company, all rights in any
     patents, trade marks, service marks, designs, design rights, moral rights,
     business names, copyright, inventions, confidential information, know how
     and other intellectual property (in each case whether registered or
     unregistered and including applications for registration thereof and rights
     to apply for the same) 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
     (including the benefit of any licences and sub-licences of any of the
     foregoing granted by it or to it and all applications and rights to apply
     for the same) the benefit of all applications and rights to use such assets
     and all proceeds from the exploitation of and rights associated with any of
     the foregoing;

     "Intercreditor Agreement" means the intercreditor agreement of even date
     herewith among, inter alia, Bank of America, N.A., as administrative agent
     under the Credit Agreement and as the Security Trustee pursuant to this
     Debenture, Royal Bank of Scotland PLC, as agent for itself and National
     Westminster Bank PLC, Royal Bank of Scotland PLC, as security trustee under
     a debenture, dated May 15, 2001, among the companies set forth on Schedule
     I thereto and Royal Bank of Scotland PLC as security trustee; and Royal
     Bank of Scotland PLC and National Westminster Bank PLC;

     "LPA" means the Law of Property Act 1925;

     "Notice of Charge" means a notice of charge in the form set out in Schedule
     8;

     "Parent" means APW Ltd, a Bermuda corporation;

     "Planning Acts" means the Town and Country Planning Act 1990, the Planning
     (Listed Buildings and Conservation Areas) Act 1990, the Planning (Hazardous
     Substances) Act 1990, the Planning (Consequential Provisions) Act 1990, the
     Planning and Compensation Act 1991, the Local Government, Planning and Land
     Act 1980;

     "Proceedings" means any suit, action or proceeding arising out of or in
     connection with this Debenture;

     "Proceeds" means any proceeds from the sale or realisation of any Secured
     Property;

     "Properties" means:

     (a)  in the case of each Company the freehold, leasehold or immovable
          property referred to in Schedule 6 and any other freehold, leasehold
          or immovable property now or at any time vested in or held by or on
          behalf of such Company together with in all cases all buildings,
          structures, fixtures and fittings (including trade fixtures and
          fittings but excluding, in the case of leasehold property, landlord's
          fixtures) and fixed plant and machinery from time to time in or on
          such freehold, leasehold or immovable property and owned by the
          relevant Company, subject to and with the benefit of any lease,



                                      -4-
<PAGE>

          tenancy agreement, licence, right, covenant, condition or security
          interest affecting the same at the date of this Debenture as disclosed
          in Schedule 6; and

     (b)  in the case of each Additional Company the freehold, leasehold or
          immovable property referred to in the Deed of Accession executed by
          such Additional Company and any other freehold, leasehold or immovable
          property at the date of such Deed of Accession or thereafter vested in
          or held by or on behalf of such Additional Company together with in
          all cases all buildings, structures, fixtures and fittings (including
          trade fixtures and fittings but excluding, in the case of leasehold
          property, landlord's fixtures) and fixed plant and machinery from time
          to time in or on such freehold, leasehold or immovable property and
          owned by the relevant Company, subject to and with the benefit of any
          lease, tenancy agreement, licence, right, covenant, condition or
          security interest affecting the same at the date of the Deed of
          Accession;

     "Receiver" means any receiver or manager or administrative receiver
     appointed by the Security Trustee over all or any of the Secured Property
     pursuant to this Debenture whether alone or jointly with any other Person
     and includes any substitute for any of them appointed from time to time;

     "Secured Obligations" means, in relation to a Company, the obligations of
     such Company under its Guaranty provided that the Secured Obligations shall
     exclude any obligation that would constitute unlawful financial assistance
     prohibited by Section 151 of the UK Companies Act 1985 or any analogous
     provision of any applicable law in any jurisdiction;

     "Secured Property" means, in relation to a Company, all the undertaking and
     the assets, rights and property of such Company which are the subject of
     any security created or purported to be created by this Debenture and
     includes any part of or any interest in them;

     "Securities" means, in relation to a Company, the Charged Shares held by or
     to the order of such Company and all stocks, shares, bonds and securities
     of any kind whatsoever whether marketable or otherwise and all other
     interests (including loan capital) both present and future held by such
     Company in any Person (including any Subsidiary of such Company) and
     includes all Dividends, Distributions, allotments, rights, benefits and
     advantages whatsoever at any time accruing, offered or arising in respect
     of or incidental  to the same and all money or property offered at any time
     by way of dividend, conversion, redemption, bonus, preference, option or
     otherwise in respect thereof;

     "Security Interest" means any mortgage, charge, pledge, lien, assignment,
     hypothecation, security interest, title retention, preferential right,
     trust arrangement or any other type of security or preferential arrangement
     howsoever arising;

     "Special Accounts" means such separate and denominated account or accounts
     with the Security Trustee or such other bank or banks as set out in
     Schedule 9 (or, in the case of an Additional Company, as specified in the
     Deed of Accession executed by such Additional Company) or as the Security
     Trustee may specify consequent upon an Event of Default from time to time
     in writing as the account or accounts into which the Debts are to be paid;



                                      -5-
<PAGE>

     "Tangible Moveable Property" means all plant, machinery, computers and
     vehicles now or at any time not effectively charged pursuant to Clauses
     3.1(a) or 3.1(b)(i) (Fixed Charges) and all related spare parts, fuels,
     equipment and tools (excluding any for the time being forming part of the
     relevant Company's stock in trade or work in progress) title to which is
     vested in or held by or on behalf of each Company;

1.2  Interpretation

     Any reference in this Debenture to:

     (i)   a "Business Day" is a reference to a day (other than a Saturday or
           Sunday) on which banks are generally open for business in London,
           Holland, Denmark and the United States of America;

     (ii)  a "disposal" includes any sale, lease, transfer, conveyance,
           assignment, licence, sub-licence or other disposal and "dispose" and
           "disposed" shall be construed accordingly;

     (iii) "indebtedness" includes any obligation (whether incurred as principal
           or as surety) for the payment or repayment of money, whether present
           or future, actual or contingent;

     (iv)  "tax" means any tax, levy, impost, duty or other charge or
           withholding of a similar nature (including any penalty or interest
           payable in connection with any failure to pay or any delay in paying
           any of the same);

     (v)   a "Loan Document" or any other agreement or instrument is a reference
           to that Loan Document or other agreement or instrument as amended or
           novated from time to time;

     (vi)  a provision of law is a reference to that provision as the same may
           have been, or may from time to time be, amended or re-enacted; and

     (vii) any Person shall be construed so as to include it and any subsequent
           successors and assigns in accordance with their respective interests.

(b)  Section, Clause and Schedule headings are for ease of reference only.

(c)  "(Pounds)", "sterling" and "pounds sterling" denote the lawful currency of
     the United Kingdom and "$" and "dollars" denote the lawful currency of the
     United States of America.

(d)  Unless otherwise specified, a reference to any Recital, Section, Clause or
     Schedule is a reference to such Recital, Section, Clause or Schedule of
     this Debenture.


                                      -6-
<PAGE>

1.3  Credit Agreement

     Unless otherwise defined herein or the context otherwise requires, terms
     used in this Debenture, including its preamble and Recitals, have the
     meanings provided in the Credit Agreement.

1.4  Loan Documents

     For the avoidance of doubt, the parties hereby agree that this Debenture
     and each Guaranty shall constitute Loan Documents executed and delivered
     pursuant to the Credit Agreement and shall (unless otherwise expressly
     indicated herein) be construed, administered and applied in accordance with
     the terms and provisions thereof.

2.   COVENANT TO PAY

2.1  Covenant to Pay

     Each Company hereby covenants, as primary obligor and not merely as surety,
     with the Security Trustee that it will pay and discharge its Secured
     Obligations in accordance with the terms of its Guaranty.

2.2  Interest

     Each Company shall pay interest on any amounts due and payable by it under
     this Debenture (other than pursuant to Clause 2.1 (Covenant to Pay)) to the
     date of payment or discharge (notwithstanding any demand or any judgment
     obtained by the Security Trustee or the liquidation or administration of or
     any arrangement or composition with creditors by such Company) at the
     Default Rate.

2.3  Payments

     All sums payable by a Company under this Debenture (other than pursuant to
     Clause 2.1 (Covenant to Pay)) shall be paid without any set-off,
     counterclaim, withholding or deduction whatsoever unless required by law in
     which event such Company will simultaneously with making the relevant
     payment under this Debenture pay to the Security Trustee such additional
     amount as will result in the receipt by the Security Trustee of the full
     amount which would otherwise have been receivable and will supply the
     Security Trustee within 30 days with evidence reasonably satisfactory to
     the Security Trustee that such Company has accounted to the relevant
     authority for the sum withheld or deducted.

3.   ASSIGNMENTS, FIXED AND FLOATING CHARGES

3.1  Fixed charges

     Each Company with full title guarantee and as a continuing security for the
     payment and discharge of all of its Secured Obligations charges in favour
     of the Security Trustee (subject, for a period of 60 days from the date
     hereof or in the case of an Additional Company for a period of 60 days from
     the date of the Deed of Accession executed and delivered by such Additional
     Company, to obtaining any necessary


                                      -7-
<PAGE>

     consent to the relevant charge by way of legal mortgage or fixed charge
     from any third party):

     (a)  by way of legal mortgage, the title, estates and other interests of
          such Company in each of the Properties referred to in Schedule 6
          (Properties); and

     (b)  by way of fixed charge all of its present and future:

          (i)   title, estates and other interests in each of the Properties not
                effectively charged pursuant to Clause 3.1(a);

          (ii)  Tangible Movable Property;

          (iii) Intellectual Property;

          (iv)  goodwill and uncalled capital;

          (v)   Securities;

          (vi)  Debts; and

          (vii) monies now or at any time standing to the credit of any bank
                account (including any Special Accounts) opened or maintained by
                such Company with any Person.

3.2  Assignments

     Each Company with full title guarantee and as a continuing security for the
     payment and discharge of its Secured Obligations assigns by way of security
     to the Security Trustee each of the Assigned Agreements relating to it.

3.3  Dealings with Assigned Agreements

     (a)  The assignment of the Assigned Agreements pursuant to Clause 3.2 shall
          not constitute an assignment during the period of 60 days commencing
          with the date hereof (or in the case of an Additional Company for a
          period of 60 days commencing on the date of the Deed of Accession
          executed and delivered by such Additional Company) to the extent that
          it would constitute a violation of a valid and enforceable restriction
          in favour of a non-affiliated third party, or where such violation
          would occur without consent, unless and until any required consents
          shall have been obtained.

     (b)  The assignment referred to in Clause 3.2 constitutes and effects
          (subject to Clause 3.3(a)) an immediate and full assignment, by way of
          security, of the Assigned Agreements and shall be effective, and the
          security intended to be created by this Debenture shall be
          constituted, immediately upon its execution or, as the case may be,
          the expiry of the relevant period referred to in Clause 3.3(a).

     (c)  Notwithstanding but without prejudice to Clause 3.3(b), the Security
          Trustee agrees that each Company may exercise all of the rights,
          powers, discretions and remedies which would (but for this Debenture)
          be vested in such


                                      -8-
<PAGE>

          Company under and in respect of the Assigned Agreements, unless and
          except to the extent that any such exercise is prohibited by or would
          contravene, or result in a contravention of, any provision of the
          Credit Agreement.

     (d)  Each Company shall remain at all times liable to perform all of the
          obligations assumed by it under or in respect of the Assigned
          Agreements to the same extent as if the security created pursuant to
          this Debenture had not been created.

     (e)  The exercise by the Security Trustee or any Delegate, or any of its or
          their agents or nominees, of any of the rights, benefits, interests or
          claims assigned by this Debenture shall not release any Company from
          any of its Secured Obligations.

     (f)  Without prejudice to the obligations of the Security Trustee to the
          Banks under the Loan Documents, neither the Security Trustee nor any
          Bank shall, by reason of or arising out of this Debenture or anything
          done under or in connection with it, have any obligation or liability
          whatsoever to any Person (including each Company and any other Bank)
          to:

          (i)   perform (as a result of the non-performance or mis-performance
                of) any of the obligations assumed by any Company under or in
                respect of the Loan Documents or the Assigned Agreements;

          (ii)  enforce payment or performance of any obligations of any Person
                party to any of the Loan Documents; or

          (iii) make any enquiry as to the nature or sufficiency of any payment
                received by it under or in respect of this Debenture or any of
                the Assigned Agreements or to make any claim or take any action
                to collect any monies or to exercise any of the rights, title,
                interest and benefits assigned to the Security Trustee to which
                the Security Trustee may be at any time entitled pursuant to
                this Debenture, or to make any payment in respect of the
                Assigned Agreements.

     (g)  The Security Trustee agrees that until an Event of Default has
          occurred and is continuing and the Security Trustee has notified a
          Company of the revocation of such power and authority, such Company
          may amend or vary any Assigned Agreement relating to it, except where
          such amendment or variation could reasonably be expected to have a
          Material Adverse Effect.

     (h)  The provisions of this Clause 3.3 shall apply notwithstanding any
          other provision of this Debenture or any contrary or inconsistent
          provision of any Loan Document.

3.4  Floating charge

     Each Company with full title guarantee and as a continuing security for the
     payment and discharge of its Secured Obligations charges in favour of the
     Security Trustee by way of floating charge (subject for a period of 60 days
     commencing on the date hereof (or in the case of an Additional Company
     commencing on the date of the Deed of


                                      -9-
<PAGE>

     Accession executed and delivered by such Additional Company) to obtaining
     any necessary consent to such floating charge from any third party) all the
     undertaking and all the assets, rights and income of such Company both
     present and future not otherwise effectively charged or assigned under
     Clauses 3.1 (Charge) or 3.2 (Assignment).

3.5  Exceptions to security

     (a)  Assets situated outside England and Wales

          The security created pursuant to Clauses 3.1 (Fixed charges), 3.2
          (Assignments) and 3.4 (Floating Charge) shall not extend to any asset
          situated outside England and Wales to the extent that and for so long
          as any such security would be unlawful under the laws of the
          jurisdiction in which such asset is situated;

     (b)  Non-English Companies

          Notwithstanding the contents of this Clause 3, APW Products and
          Systems BV, APW Power Supplies AS and Wright Line Europe BV (the "Non-
          English Companies") shall only charge, in favour of the Security
          Trustee with full title guarantee, and as continuing security for
          payment and discharge of their Secured Obligations, by way of fixed
          charge, all of their respective present and future Charged Shares (by
          executing Deeds of Accession) together with (by way of charge by way
          of legal mortgage, fixed charge, assignment by way of security or
          floating charge (as applicable)) all other assets located in the
          England and Wales which such Companies may own at any time in the
          future;

     (c)  Consents

          Each Company shall as soon as reasonably possible and in any event
          within 60 days of the date of this Debenture use reasonable endeavours
          to obtain any necessary consents to the creation of the security
          intended to be created hereby but not created due to a requirement for
          consent.  If any relevant third party (other than a group company)
          shall make a claim (which is valid in the reasonable opinion of the
          relevant Company) to a Company in writing that the creation or
          continuation of any security constituted by or pursuant to this
          Debenture is or was in contravention of the terms of any agreement
          entered into by any of the Companies and such third party, or a
          relevant third party refuses to give such consent, the Security
          Trustee shall, if requested to do so by the relevant Company (such
          request to be accompanied by a copy of the letter or other
          communication from the third party) and at such Company's cost
          promptly do all, such things as is necessary to release such assets
          subject to such claim from such security.

3.6  Failure of assignment

     If for any reason the assignment of any of the Assigned Agreements referred
     to in Clause 3.2 (Assignment) is found to be ineffective and/or if any sums
     payable in respect of such Assigned Agreements are received by a Company,
     such Company following the occurrence and during the continuance of an
     Event of Default and



                                      -10-
<PAGE>

     notification of the same by the Security Trustee shall hold the benefit of
     such Assigned Agreements and any such sums received by it in trust for the
     Security Trustee, and shall account to the Security Trustee for or
     otherwise apply all such sums as the Security Trustee may direct and shall
     otherwise at its own cost take such action and execute such documents as
     the Security Trustee may in its reasonable discretion require to effect
     such assignment.

3.7  Assignment of insurances

     For the avoidance of doubt, this Debenture does not constitute an
     assignment of any policy or contract of insurance but only of the benefits,
     rights, title, interests and claims of any Company under such assets.

4.   PERFECTION OF SECURITY AND FURTHER ASSURANCE

4.1  Notice of Assignment

     Each Company shall:

     (a)  upon written request by the Security Trustee following an Event of
          Default which is subsisting, give (to the extent assignable as
          contemplated in Clause 3.3(a)) each other party to an Assigned
          Agreement relating to it that has been assigned pursuant to Clause 3.2
          a notice of assignment (substantially in the form set out in Schedule
          4 or in such other form as the Security Trustee may reasonably
          require), duly completed; and

     (b)  use reasonable endeavours to procure that the addressee of that notice
          acknowledges that notice in the form attached to that notice (or in
          such other form as the Security Trustee may approve) within 15 days
          (or such longer period as such Company and the Security Trustee may
          agree in any particular case) after the date the notice of assignment
          is given.

4.2  Collection of Debts and Related Matters

     (a)  Each Company shall at all times during the subsistence of the security
          created by this Debenture:

          (i)   get in and realise its Debts (other than credit balances on any
                bank accounts) in the ordinary and usual course of its business
                and hold the proceeds of such getting in and realisation thereof
                (until payment into the Special Accounts as hereinafter
                provided) upon trust for the Security Trustee; and

          (ii)  unless the Security Trustee otherwise agrees in writing, pay the
                proceeds of such getting in and realisation of its Debts into
                the Special Accounts.

     (b)  Each Company shall not at any time during the subsistence of the
          security created by this Debenture, unless otherwise permitted to do
          so pursuant to the Credit Agreement, without the prior written consent
          of the Security Trustee charge assign or secure the Debts in favour of
          a third party or deal with the


                                      -11-
<PAGE>

          Debts (other than credit balances on bank accounts) otherwise than by
          getting in and realising the same and making payment thereof into the
          Special Accounts or as the Security Trustee may require. Without
          prejudice to the generality of the foregoing, each Company shall not
          at any such time factor or discount any of the debts or enter into any
          agreement for such factoring or discounting.

     (c)  Prior to an Event of Default, any moneys in respect of the Debts
          (other than credit balances on bank accounts) received by a Company
          and paid into any of the Special Accounts of the relevant Company in
          accordance with the requirements of this Clause 4.2 (Collection of
          Debit and Related Matters) shall upon being paid into such Special
          Accounts be automatically released from the fixed charge created by
          Clause 3.1(b) (Fixed Charges) and shall become subject to the floating
          charge created by Clause 3.4. Such release from the fixed charge shall
          not affect and shall be entirely without prejudice to the continuance
          of the said fixed charge on all other Debts of a Company outstanding
          from time to time and on all moneys which a Company receives in
          respect thereof;

     (d)  Prior to the occurrence of an Event of Default which is notified to
          the relevant Company:

          (i)   the Security Trustee will not serve any Notice of Charge in
                connection with the Debts owed to such Company ; and

          (ii)  all credit balances on any bank accounts of such Company may be
                freely utilised by that Company.

4.3  Notice of charge

     Each Company shall:

     (a)  on the date of this Debenture and from time to time upon request by
          the Security Trustee deliver to the Security Trustee, or procure the
          delivery to the Security Trustee of, Notices of Charge, duly completed
          in respect of the Special Accounts, to each of the banks specified by
          the Security Trustee (but not maintained with the Security Trustee)
          with which any of the Special Accounts are opened or maintained; and

     (b)  use reasonable endeavours to procure that each addressee of a Notice
          of Charge acknowledges such Notice of Charge in the form attached to
          such Notice of Charge (or in such other form as the Security Trustee
          may approve) within 15 days (or such longer period as such Company and
          the Security Trustee may agree in any particular case) of delivery of
          such Notice of Charge.

4.4  Application to H.M. Chief Land Registrar

     Each Company applies to H.M. Chief Land Registrar to enter the following
     restriction in the Proprietorship Register of the freehold, leasehold or
     other immovable property



                                      -12-
<PAGE>

     forming part of the Properties charged by such Company title to which is,
     or is required to be, registered under the Land Registration Acts 1925 to
     1997:

          "Except under an Order of the Registrar no transfer, disposition,
          dealing, charge or mortgage by the proprietor of the land or any
          transfer made in the exercise of the power of sale possessed by the
          holder of any subsequent charge is to be registered or noted without
          the consent of the proprietor for the time being of Charge
          No. [        ]."

4.5  Further Assurances

     Each Company shall at the request of the Security Trustee and at its own
     expense promptly execute (in such form as the Security Trustee may
     reasonably require) such instruments and otherwise do such acts and things
     as the Security Trustee may reasonably require to improve, preserve,
     perfect or protect the security created (or intended to be created) by this
     Debenture or the priority of the same or to facilitate the realisation of
     or otherwise to enforce the same or to exercise any of the Security
     Trustee's or any Receiver's rights in relation to the same.  In particular,
     but without limitation, each Company will:

     (a)  promptly (at the request of the Security Trustee) execute a valid
          legal mortgage of any freehold or leasehold property now or in the
          future belonging to such Company which is not effectively charged by
          way of legal mortgage pursuant to this Debenture including, but not
          limited to, the registered property at Beeley Wood Works, Claywheels
          Lane, Sheffield, S6 1ND; and

     (b)  promptly (at the request of the Security Trustee) execute an
          assignment by way of security of any material agreement which the
          Security Trustee indicates should be assigned by way of security to
          the Security Trustee as continuing security for the payment and
          discharge of such Company's Secured Obligations in addition to any
          Assigned Agreements assigned pursuant to Clause 3.4 of this Debenture
          or any Deed of Accession.

4.6  Charged Shares

     (a)  Subject to the terms of the Intercreditor Agreement each Company
          shall, on the date of this Debenture or as soon as reasonably
          practicable thereafter but in any event by May 15, 2001 and from time
          to time, deliver to the Security Trustee (or a nominee specified by
          the Security Trustee acting on its behalf), or procure the delivery to
          the Security Trustee (or such a nominee) of, and the Security Trustee
          (or such nominee) shall be entitled to hold and retain, all of the
          Charged Shares or the certificates or documents of title to or
          representing the same held or acquired by such Company or its
          nominee(s) together with:

          (i)  if any of the Charged Shares is not in the sole name of such
               Company, a declaration of trust in respect of such Charged Shares
               in favour of such Company duly executed by each Person other than
               each Company in whose name such Charged Shares are registered or
               held; and

          (ii) any instrument of transfer or assignment of such Charged Shares
               specified by the Security Trustee duly executed by each Person in


                                      -13-
<PAGE>

              whose name any of such Charged Shares are registered or held (with
              the name of the transferee or assignee, the consideration and the
              date left blank).

     (b)  The Security Trustee may following the occurrence of an Event of
          Default (which is subsisting) have any of the Charged Shares
          registered in its name or in the name of a nominee specified by the
          Security Trustee acting on its behalf.

4.7  Covenants for title

     The obligations of each Company under this Clause 4 (Perfection of Security
     and Further Assurances) shall be in addition to and not in substitution for
     the covenants for title deemed to be included in this Debenture by virtue
     of Part 1 of the Law of Property (Miscellaneous Provisions) Act 1994.

4.8  Additions to this Debenture

     If, in order for any Security Interest purported to be created by this
     Debenture to be valid, legally binding and enforceable in respect of any of
     the Secured Property, it is necessary for any further provision(s) to be
     included in this Debenture, each Company shall negotiate in good faith with
     the Security Trustee with a view to agreeing mutually acceptable
     provision(s) to be so included.

4.9  Security Trustee not to give notice

     The Security Trustee agrees that it shall not be entitled prior to the
     occurrence of an Event of Default which is subsisting, to serve or give
     notice to any counterparty to an Assigned Agreement or any issuer of
     Securities (other than a Charged Share Issuer) of the Security Interest
     granted under this Debenture.

5.   GENERAL SECURITY PROVISIONS

5.1  Additional Security

     This Debenture, the security created by it and the rights, powers and
     remedies given to the Security Trustee under this Debenture shall be in
     addition to and shall not prejudice, or be prejudiced by, any other
     security or any guarantee, indemnity or other document (whether given by a
     Company or any other Person) or any other right, power or remedy vested in
     the Security Trustee or which any Bank may at any time hold in respect of
     or in connection with any or all of the Secured Obligations.  All the
     rights, powers and remedies so vested may be exercised from time to time as
     often as the Security Trustee may deem expedient.

5.2  Immediate Recourse

     The Security Trustee need not before exercising any of the rights, title,
     benefit and interest conferred upon it by this Debenture or by applicable
     law (i) take action or obtain judgement against any Company or any other
     Person in any court, (ii) make or file any claim or proof on the
     Dissolution of any Company or any other Person or (iii)



                                      -14-
<PAGE>

     enforce or seek to enforce the recovery of the monies and liabilities
     hereby secured or any other Security Interest.

5.3  Waiver of Defences

     Without prejudice to the other provisions of this Clause 5, neither this
     Debenture nor the liability of each Company for its Secured Obligations
     shall be prejudiced or affected by:

     (a)  any variation or amendment of, or waiver or release granted under or
          in connection with, any other security or any guarantee or indemnity
          or other document; or

     (b)  any time or waiver granted, or any other indulgence or concession
          granted, to the Parent or any Company by the Security Trustee or any
          other Person; or

     (c)  the taking, holding, failure to take or hold, varying, realisation,
          non-enforcement, non-perfection or release by the Security Trustee or
          any other Person of any other security or any guarantee or indemnity
          or other document; or

     (d)  the Dissolution of such Company or any other Person; or

     (e)  any change in the constitution of such Company or the Parent; or

     (f)  any amalgamation, merger or reconstruction that may be effected by the
          Security Trustee with any other Person or any sale or transfer of the
          whole or any part of the undertaking, property and assets of the
          Security Trustee to any other Person; or

     (g)  the existence of any claim, set-off or other right which such Company
          or the Parent may have at any time against the Security Trustee or any
          other Person; or

     (h)  the making or absence of any demand for payment or discharge of any
          Secured Obligations on such Company or the Parent or any other Person,
          whether by the Security Trustee or any other Person; or

     (i)  any arrangement or compromise entered into by the Security Trustee
          with such Company, the Parent or any other Person; or

     (j)  any other thing done or omitted or neglected to be done by the
          Security Trustee or any other Person or any other dealing, fact,
          matter or thing which, but for this provision, might operate to
          prejudice or affect the liability of such Company for its Secured
          Obligations.

5.4  Non-Competition

     Until all the Secured Obligations of a Company have been unconditionally
     and irrevocably paid and discharged in full, such Company shall not by
     virtue of any



                                      -15-
<PAGE>

     payment made, security realised or monies received for or on account of the
     liability of any third party:

     (a)  be subrogated to any rights, security or monies held, received or
          receivable by the Security Trustee or any Bank or be entitled to any
          right of contribution or indemnity;

     (b)  claim, rank, prove or vote as a creditor of any such third party or
          its estate in competition with the Security Trustee or any Bank; or

     (c)  receive, claim or have the benefit of any payment, distribution or
          security from or on account of any such third party, or exercise any
          right of set-off as against such third party.

5.5  Trust Operation

     Each Company will hold on trust for, and forthwith pay or transfer to, the
     Security Trustee any payment or benefit of security received by it contrary
     to the above.  If a Company exercises any right of set-off contrary to the
     above, it will forthwith pay an amount equal to the amount set-off to the
     Security Trustee.

5.6  Rights Attaching to the Securities

     (a)  Rights prior to an Event of Default

          (i)   Each Company shall be entitled to exercise any and all voting
                and other rights and powers (including share purchase or
                subscription rights) relating or pertaining to any of its
                Securities for any lawful purpose; provided, however, that it
                will not exercise any such right or power in any manner which
                would have a material adverse effect on the value of such
                Securities;

          (ii)  Each Company shall be entitled to receive and retain any and all
                Dividends and Distributions and disposal proceeds payable in
                respect of its Securities;

          (iii) The Security Trustee shall execute and deliver, or cause to be
                executed and delivered, to each Company, all such proxies,
                powers of attorney, dividend orders and other instruments as
                such Company may request for the purpose of enabling such
                Company to exercise the rights and powers which it is entitled
                to exercise pursuant to Clause 5.6(a)(i) above and to receive
                the Dividends and Distributions which it is authorized to
                receive and retain pursuant to Clause 5.6(a)(ii) above;

          (iv)  Each Company shall be entitled (a) to collect all payments made
                or proceeds received with respect to its Securities and (b)
                enforce and prosecute all rights and remedies available under
                any of such Securities; and

          (v)   Each Company shall have the right to dispose of all Securities,
                other than Charged Shares.


                                      -16-
<PAGE>

     (b)  Rights after an Event of Default

          After the occurrence of an Event of Default which is subsisting, the
          Security Trustee and its nominee(s) may at the Security Trustee's
          discretion (and in the name of the respective Company or otherwise)
          exercise all voting and other rights and powers attached to the
          Securities and rights to receive Dividends and Distributions paid on
          or to be received or made in respect of the Securities.

6.   RELEASE OF SECURITY

6.1  No discharge of security

     This Debenture shall be continuing security for the Secured Obligations and
     shall not be considered as satisfied or discharged by any intermediate
     payment or settlement of all or any of the Secured Obligations or any other
     matter or thing whatsoever and shall be binding on each Company until the
     date (the "Discharge Date") on which all of its Secured Obligations have
     been unconditionally and irrevocably paid or discharged in full to the
     satisfaction of all of the Banks.

6.2  Release of security

     Following the Discharge Date, or (in the case of disposals of any Secured
     Property permitted by the Credit Agreement) prior to the Discharge Date but
     in accordance with the Credit Agreement, and at the request and cost of
     such Company, the Security Trustee shall, as soon as reasonably practicable
     after receipt of such request, release and discharge without recourse,
     representation or warranty whatsoever the security created by such Company
     pursuant to this Debenture and re-assign without recourse, representation
     or warranty whatsoever property and assets assigned to the Security Trustee
     by or pursuant to this Debenture to such Company (or as it shall direct),
     subject to Clause 6.3 (Reinstatement) and to the rights and claims of any
     Person having prior rights over the same.  Any release or discharge of the
     Debenture or of any of the Secured Obligations shall not release or
     discharge such Company from any liability to the Security Trustee for the
     Secured Obligations or any other monies which exists independently of this
     Debenture.

6.3  Reinstatement

     (a)  Any reassignment, release, settlement or discharge (whether in respect
          of the obligations of a Company or any security for those obligations
          or otherwise) other than any such reassignment, release or discharge
          in connection with a disposal of Secured Property permitted by the
          Credit Agreement shall be conditional upon no payment to, or security
          provided to, the Security Trustee or any Bank being avoided or reduced
          or required to be restored or paid away by virtue of (i) any
          requirement (whether or not having the force of applicable law) or
          enactment, whether relating to Dissolution or any similar process of
          such Company or otherwise without limitation or (ii) any obligation
          (whether or not having the force of applicable law) to give effect to
          any preference or priority.


                                      -17-
<PAGE>

     (b)  Where any such reassignment, release, settlement or discharge, or any
          other arrangement, is made in whole or in part on the faith of any
          payment, security or other arrangement which is or is required to be
          avoided or reduced or to be restored or paid away, any such
          reassignment, release, settlement or discharge of or other arrangement
          in connection with the Secured Property shall ipso facto be treated as
          null and void and shall for all purposes be deemed not to have
          occurred, and the Security Trustee shall be entitled to recover the
          value or amount of any such payment or security and the liability of
          such Company under this Debenture shall continue as if the
          reassignment, release, settlement, discharge or other arrangement had
          not occurred.

7.   CONVERSION OF FLOATING CHARGE

7.1  Crystallisation

     The Security Trustee may at any time after the occurrence of a Default
     which is subsisting by notice in writing to a Company convert the floating
     charge referred to in Clause 3.4 (Floating Charge) into a fixed charge as
     regards any of the Secured Property of such Company specified in the notice
     which the Security Trustee shall reasonably consider to be in danger of
     being seized or sold under any form of distress, attachment, execution,
     diligence or other process levied or threatened or to be otherwise in
     jeopardy.

7.2  Automatic Crystallisation

     Notwithstanding Clause 7.1 (Crystallisation by notice) and without
     prejudice to any rule of law having a similar effect, the floating charge
     shall automatically be converted into a fixed charge with immediate effect
     as regards all assets of a Company subject to the floating charge created
     by Clause 3.4 (Floating Charge) on:

     (a)  any of the Secured Property of such Company becoming subject to a
          Security Interest (other than a Security Interest created under or
          pursuant to this Debenture or which is permitted under the terms of
          the Credit Agreement) or being disposed of contrary to the provisions
          of this Debenture or the Credit Agreement; or

     (b)  any Person levying or attempting to levy any distress, execution,
          sequestration or other process against any Secured Property of such
          Company; or

     (c)  such Company ceasing to carry on business or to be a going concern; or

     (d)  the convening of a meeting for the passing of a resolution for the
          winding up of such Company or the presentation of a petition to
          appoint an administrator in relation to such Company or to wind up
          such Company which in the opinion of the Security Trustee is, in each
          case, reasonably likely to result in the winding up of such Company or
          the appointment of such an administrator.


                                      -18-
<PAGE>

8.   REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE COMPANIES

     Each Company makes the representations, warranties and covenants set out in
     this Clause to the Security Trustee.

8.1  Due Incorporation

     It is a corporation duly incorporated, validly existing and registered
     under the laws of the jurisdiction in which it is incorporated.

8.2  Capacity

     It has the necessary power and existence to enter into and perform its
     obligations under this Debenture.

8.3  Enforceability

     Subject to any necessary registrations being made, this Debenture
     constitutes its legal, valid, binding and enforceable obligations except as
     such enforceability may be limited by applicable bankruptcy, insolvency or
     similar laws affecting the enforcement of creditors' rights generally or by
     equitable principles relating to enforceability and creates a valid
     Security Interest over its Secured Property.

8.4  Authorisations

     Subject to any necessary registrations being made, all actions, conditions
     and things required to be taken, fulfilled and done (including the
     obtaining of any necessary consents or the like) under the laws of England
     and Wales in order:

     (a)  to enable such Company lawfully to enter into and perform and comply
          with its obligations under or pursuant to this Debenture and to ensure
          that those obligations are valid, legally binding and enforceable
          except as such enforceability may be limited by applicable bankruptcy,
          insolvency or similar laws affecting the enforcement of creditors'
          rights generally or by equitable principles relating to
          enforceability;

     (b)  to enable such Company to create the security and to ensure that the
          security is valid, legally binding and enforceable except as such
          enforceability may be limited by applicable bankruptcy, insolvency or
          similar laws affecting the enforcement of creditors' rights generally
          or by equitable principles relating to enforceability;

     (c)  to make this Debenture admissible in evidence in the courts of England
          and (if different) its jurisdiction of incorporation;

     (d)  to enable such Company to own its assets and property and to carry on
          its business as it is currently being conducted; and


                                      -19-
<PAGE>

     (e)  to ensure that no other party to any agreement or arrangement entered
          into by such Company becomes entitled to terminate such agreement as a
          consequence of each Company entering into this Debenture,

     have been taken, fulfilled and done (or, in the case of consents and the
     like, each Company will use all reasonable endeavours to obtain such
     consents as soon as is reasonably practicable after the date of this
     Debenture and where such consents are obtained will use all reasonable
     endeavours to ensure that they remain in full force and effect during the
     subsistence of the security constituted by this Debenture).

8.5  Compliance with laws

     Its entry into and its performance of and compliance with its obligations
     under or pursuant to this Debenture and the creation of the security does
     not and will not violate or exceed any borrowing or other powers or
     restrictions granted or imposed under or pursuant to:

     (a)  any applicable law to which it is subject;

     (b)  any agreement or other instrument binding on it or any of its assets
          where such violation or excession is material; or

     (c)  its Memorandum and Articles of Association, charter or other governing
          document.

8.6  Insolvency proceedings

     It has not taken any corporate action nor have any other steps been taken
     or legal proceedings been started or, to the best of its knowledge and
     belief, threatened against it for its Dissolution.

8.7  Properties

     To the best of its knowledge and belief, nothing has been done on or in
     relation to any of its Properties which constitutes a development within
     the meaning of the Planning Acts without any requisite permission having
     been obtained and no situation exists in relation to any of its Properties
     in respect of which an enforcement notice has been or may be made.

8.8  Environmental licences

     It has acquired and maintained all Environmental Licences required by its
     use or occupation of the Properties for the conduct of its business as is
     currently being carried on and is in substantial compliance with all terms
     and conditions of such Environmental Licences and with all other applicable
     Environmental Laws and has not done or permitted any act or omission which
     might cause any such Environmental Licence to be varied or revoked in each
     case to the extent that any such failure to acquire and maintain, non-
     compliance, variation or revocation would have a Material Adverse Effect.




                                      -20-
<PAGE>

8.9  Dangerous substances

     Save as disclosed in writing to the Security Trustee prior to the date of
     this Debenture, there has been no discharge, spillage, release or emission
     of any prescribed, dangerous, noxious or offensive substance or any
     controlled waste on, into or from any of its Properties and no such
     substance or waste has been stored or disposed of on or in any of its
     Properties (in each case since the later of the date on which the relevant
     Property was acquired by it or became a group asset) except in accordance
     with the requirements of the applicable Environmental Laws.

8.10 Environmental liability

     It is not in breach of and has not incurred or become subject to any civil
     or criminal liability under any Environmental Law or the terms of any
     Environmental Licence which would in each case have a Material Adverse
     Effect.

8.11 Insurance policies

     It has obtained and maintained all such insurance policies as are customary
     in the case of prudent companies carrying on business of the type carried
     on by such Company.

8.12 Charged shares

     All its Charged Shares are duly authorised and validly issued, fully paid
     and non-assessable and it beneficially owns that percentage of the issued
     and outstanding shares of the relevant Charged Share Issuer(s) set forth in
     Schedule 3 (Charged Shares).

9.   SPECIFIC COVENANTS

9.1  Specific covenants

     Save with the prior written consent of the Security Trustee, each Company
     shall at all times during the subsistence of this Debenture:

     (a)  Properties

          (i)   keep its Properties and all other Tangible Moveable Property
                which is material to the conduct of its business in good working
                order and condition (ordinary wear and tear excepted);

          (ii)  observe, perform and comply in all material respects with the
                restrictive and other covenants and stipulations affecting its
                Properties or otherwise affecting any of the Secured Property
                which is material to the conduct of its business or its use or
                enjoyment insofar as they are subsisting and capable of being
                enforced;

          (iii) not do or permit any act or omission which may cause any Secured
                Property which is material to the conduct of its business to be
                surrendered or forfeited or such Company's interest or estate in
                or title to or the value of the same to be materially adversely
                affected or which


                                      -21-
<PAGE>

                 may cause the rent under any lease, credit, sale, rental, time
                 purchase, licence or similar arrangement to be materially
                 increased except as a result of a rent review or on a renewal
                 of any lease;

          (iv)   not do or suffer to be done on its Properties anything which
                 shall be or be deemed to be development, demolition,
                 rebuilding, alteration, addition (other than any alteration or
                 addition which affects only the interior of the building or
                 does not materially affect the external appearance of the
                 building) or a change of use within the meaning of the Planning
                 Acts nor sever or unfix or remove any of the fixtures from any
                 of the Properties nor remove any of the plant or machinery
                 (other than stock-in-trade or work in progress) on or in the
                 Properties (except for the purpose and in the course of
                 effecting necessary repairs to such plant and machinery, or of
                 replacing the same with new or improved models or substitutes,
                 or where such plant and machinery is removed and moved to
                 another Property or deposing of obsolete machinery if permitted
                 by the Credit Agreement);

          (v)    duly and punctually pay or cause to be paid all existing and
                 future taxes payable in respect of such Company's business,
                 property and assets other than taxes the validity of which it
                 is contesting in good faith and by appropriate proceedings
                 where adequate reserves have been set aside on its books with
                 respect thereto;

          (vi)   not enter into onerous or restrictive obligations affecting any
                 of its Properties or any part of them or create or permit to
                 arise any overriding interest or any easement or right
                 whatsoever in or over them save, in each case, as necessary or
                 desirable for the operation of its business;

          (vii)  notify the Security Trustee promptly of any proposal, contract,
                 conveyance, transfer or other disposition for the acquisition
                 by such Company or any nominee on its behalf of any freehold,
                 leasehold or other immovable property; and

          (viii) in the case of any freehold, leasehold or other immovable
                 property acquired by such Company or any nominee on its behalf
                 after the execution of this Debenture forming part of the
                 Secured Property title to which (either before or after the
                 acquisition of the same) is registered under the Land
                 Registration Acts 1925 to 1997, promptly notify the Security
                 Trustee of the title number(s) and contemporaneously with the
                 making of an application to H.M. Land Registry for the
                 registration of each Company or its nominee (as the case may
                 be) as the Registered Proprietor of the same apply to H.M.
                 Chief Land Registrar to enter a Notice of this Debenture on the
                 Charges Register of such property;

     (b)  Insurances

          (i)    maintain, and cause each of its Subsidiaries to maintain, with
                 responsible and reputable insurers, insurance in such amounts
                 and



                                      -22-
<PAGE>

                 covering such risks as is usually maintained by companies
                 engaged in similar businesses and owning similar properties,
                 similarly situated with the Security Trustee's interest noted
                 on the polices relating to such insurance;

          (ii)   comply with all material terms and conditions of the above
                 insurance policies including without limitation any
                 stipulations or restrictions as to use or operation of any
                 asset and not to do or (in so far as within its power to
                 prevent the same) permit anything to be done which may make
                 void or voidable any insurance effected or maintained by it
                 pursuant to any Loan Documents;

          (iii)  duly and promptly pay all premiums and other monies necessary
                 for effecting and maintaining such insurances and, upon request
                 produce to the Security Trustee a copy or sufficient extract of
                 every such policy together with the receipts for the current
                 premiums or other evidence of payment within 14 days after
                 their becoming due; and

          (iv)   if required by the Security Trustee, subject to the provisions
                 of any lease of all or any of its Secured Property, deliver to
                 the Security Trustee all policies of insurance relating to the
                 same or produce the same to the Security Trustee and/or its
                 representatives or agents for inspection; and

          (v)    use all reasonable endeavours to ensure that each policy of
                 insurance relating to its Secured Property contains:

                 (A)  an agreement by the insurer that the insurance effected
                      shall not be invalidated or prejudiced so far as the
                      Security Trustee is concerned by any breach of the
                      insuring conditions or any other act or omission unknown
                      to or beyond the control of the Security Trustee on the
                      part of such Company or any tenant, lessee or licensee of
                      any Secured Property;

                 (B)  an undertaking by the insurer to notify the Security
                      Trustee promptly in writing if the premium or other monies
                      payable under such policy are not paid when due and to
                      refrain from cancelling such policy by reason only of the
                      non-payment of such monies for a period of at least 30
                      days from the due date; and

                 (C)  a provision under which whilst an Event of Default is
                      continuing which is notified to the insurer by either the
                      Security Trustee or the relevant Company the proceeds of
                      the insurance are payable to the Security Trustee until
                      such time as the Security Trustee notifies the insurer to
                      the contrary;



                                      -23-
<PAGE>

     (c)  Access

          (i)    permit the Security Trustee and/or its representatives or
                 agents at all reasonable times and on reasonable notice to
                 inspect and take copies from the books, accounts and records of
                 such Company and pay all expenses reasonably incurred by the
                 Security Trustee in connection with the above; and

          (ii)   grant the Security Trustee and/or its legal or other advisers
                 on request all reasonable facilities to enable it or them to
                 carry out at such Company's expense such investigation of title
                 to any of its Properties and enquiries into matters in
                 connection with the same as would be carried out by a prudent
                 mortgagee;

     (d)  Leases

          (i)    in relation to any lease or tenancy agreement to which its
                 Secured Property may be subject for the time being, observe and
                 perform in all material respects the covenants on the part of
                 the lessor and enforce the performance and observance in all
                 material respects of the lessee's covenants and conditions each
                 contained in such lease or tenancy agreement, efficiently
                 manage the premises demised by such lease or tenancy agreement
                 and not grant any licence, waiver, consent or approval under,
                 or agree any material variation to the terms of, or any
                 downward rent review under, such lease or tenancy agreement
                 without the prior written consent of the Security Trustee (such
                 consent not to be unreasonably withheld or delayed) (it being
                 acknowledged that such Company may agree an upward rent review
                 in relation to any lease or tenancy agreement to which its
                 Secured Property may be subject for the time being without the
                 consent of the Security Trustee) and from time to time on
                 demand supply to the Security Trustee such information in
                 relation to the above as the Security Trustee reasonably
                 requests; and

          (ii)   in relation to any lease or tenancy agreement under which its
                 Secured Property may be held, observe and perform in all
                 material respects the covenants on the part of the lessee and
                 enforce the performance and observance in all material respects
                 of the lessor's covenants and conditions each contained in such
                 lease or tenancy agreement, duly and efficiently (for the
                 lessee's benefit) negotiate and deal with any upward rent
                 review (it being acknowledged that such Company may agree a
                 downward rent review without the consent of the Security
                 Trustee) (such consent not to be unreasonably withheld or
                 delayed), notify the Security Trustee promptly of any matter or
                 event under or by reason of which such lease has or may become
                 subject to determination or to the exercise by the lessor of
                 any right of re-entry or forfeiture, if reasonably required by
                 the Security Trustee, pursue diligently applications for relief
                 from forfeiture of any lease and from time to time on demand
                 supply to the Security Trustee such information in relation to
                 the above as the Security Trustee reasonably requests; and



                                      -24-
<PAGE>

     (e)  Compliance with laws

          comply in all material respects with the provisions of all applicable
          laws and every notice, order, direction, licence or permission given
          or made under such applicable laws (including all applicable
          Environmental Laws and Environmental Licences) so far as any of the
          same shall relate to its assets or their user or anything done on its
          Properties;

     (f)  Planning

          not make any application for planning permission or implement any
          planning permission obtained and not enter into or agree to enter into
          any agreement under Section 106 of the Town and Country Planning Act
          1990, Section 33 of the Local Government (Miscellaneous Provisions)
          Act 1982 or  Section 38 of the Highways Act 1980 or any other similar
          act, not do or suffer to be done any act, matter or thing prohibited
          by, or omit or suffer to be omitted any act, matter or thing required
          to be done by, the Planning Acts or any other applicable law so far as
          they affect each of its Properties or the user thereof;

     (g)  Notices

          within 43 business days of the receipt of any notice, order,
          direction, designation, resolution or proposal having application to
          its Secured Property or to the area in which it is situate from any
          planning authority or other public body or authority under or by
          virtue of the Planning Acts, any Environmental Law or any other
          applicable law which is likely to materially affect the value of the
          relevant Secured Property, give full particulars (and, if requested, a
          copy of any written particulars received by each Company) to the
          Security Trustee and, if required by the Security Trustee, without
          delay take all reasonable and necessary steps to comply with the same
          and at the request of the Security Trustee and at the expense of each
          Company make such objections or representations against or in respect
          of the same as the Security Trustee shall deem expedient;

     (h)  Tangible Movable Property

          (i)    provide a full, complete and accurate list of all Tangible
                 Moveable Property owned by such company to the Security Trustee
                 within 60 days of the date of this Debenture (or, in the case
                 of an Additional Company, within 60 days of such Additional
                 Company's execution and delivery of a Deed of Accession) and
                 upon the request of the Security Trustee place and maintain on
                 each item of Tangible Movable Property the net book value of
                 which exceeds (Pounds)50,000 and which is notified to each
                 Company by the Security Trustee on or after the date of this
                 Debenture (within 60 days of receipt of such notification) in a
                 conspicuous place, an identification marking in such form as
                 the Security Trustee shall reasonably require and not conceal,
                 alter or remove the marking or permit it to be concealed,
                 altered or removed; and


                                      -25-
<PAGE>

          (ii)   keep each such item of Tangible Movable Property on or in a
                 Property or at such location as may from time to time be
                 approved in writing by the Security Trustee and not remove any
                 such item from such locations (except for the purpose of
                 effecting necessary repairs to the same and then only to
                 another location in England and Wales previously notified in
                 writing to the Security Trustee);

     (i)  Securities

          promptly pay when due all calls, instalments or other monies which may
          from time to time become due in respect of any of its Securities and,
          in the case of any default by such Company in this regard, the
          Security Trustee may, at its discretion, make such payment on behalf
          of such Company, it being acknowledged by such Company that the
          Security Trustee shall not in any circumstances incur any liability
          whatsoever in respect of any such calls, instalments or other monies;

     (j)  Deposit of deeds

          subject to the Intercreditor Agreement, if the Security Trustee so
          requires, deposit with the Security Trustee, or procure the deposit
          with the Security Trustee of, all deeds and documents of title and all
          local land charges and land registry search certificates, planning
          consents and the like relating to its Properties;

     (k)  Records

          keep its books of account and prepare all financial statements in
          accordance with accounting principles generally accepted in its
          jurisdiction of incorporation consistently applied and procure that
          there is furnished to the Security Trustee such information, financial
          or otherwise, as the Security Trustee may from time to time reasonably
          request regarding the affairs of such Company;

     (l)  General

          conduct and carry on its business and to procure that its Subsidiaries
          conduct and carry on their businesses in a proper and efficient manner
          and not take any step or omit to take any step the taking or omission
          of which might have a material adverse effect on the value of such
          Company's goodwill.

9.2  Intellectual Property

     (a)  Acquisition

          Each Company shall promptly notify the Security Trustee of its
          acquisition of, or agreement to acquire, (by licence or otherwise) any
          material Intellectual Property, and any application by it or on its
          behalf to register any such material Intellectual Property. If any
          Company successfully registers any such Intellectual Property in the
          United Kingdom or elsewhere other than that material Intellectual
          Property existing at the date of this Debenture or the date



                                      -26-
<PAGE>

          of any Deed of Accession (as appropriate), then that Company shall
          promptly inform the Security Trustee of such successful registration.

     (b)  Grant

          Save as permitted under the Credit Agreement no Company shall without
          the prior written consent of the Security Trustee grant any exclusive
          licence in relation to any of its present or future Intellectual
          Property provided that nothing in this Clause 9.2(b) shall prevent any
          Company from granting any non-exclusive licence in relation to any
          Intellectual Property whether or not such licence is royalty bearing.

     (c)  Covenants relating to the Intellectual Property

          Each Company hereby undertakes and covenants with the Security Trustee
          that during the subsistence of the security created herein that
          Company will:

          (i)    provide a full, complete and accurate list of all registered
                 Intellectual Property owned by such Company to the Security
                 Trustee within 60 days of the date of this Debenture (or, in
                 the case of an Additional Company, within 60 days of the date
                 of such Additional Company's execution and delivery of a Deed
                 of Accession);

          (ii)   promptly and duly pay all taxes, fees (including, without
                 limitation, professional fees), assessments, impositions and
                 outgoings whatsoever (whether imposed by statute or otherwise)
                 which are payable in respect of the Intellectual Property which
                 is material to its business or which are necessary to renew or
                 otherwise maintain the registered status and validity of any
                 such Intellectual Property which is registered or the subject
                 of an application for registration;

          (iii)  promptly notify the Security Trustee if it receives
                 notification or otherwise becomes aware of any actual,
                 threatened or suspected infringement of any of the Intellectual
                 Property which is material to its business, or if it receives
                 notification of any alleged or suspected infringement of any
                 third party's trade marks or other intellectual or other rights
                 arising from the use of any of such Intellectual Property, or
                 if it receives notification of or otherwise becomes aware of
                 any actual or threatened cancellation, revocation or
                 invalidation proceedings in respect of, any of such
                 Intellectual Property; and

          (iv)   take all such steps, including the commencement of legal
                 proceedings, as may be necessary to safeguard and maintain the
                 validity, registration or subsistence of the Intellectual
                 Property which is material to its business and, without
                 prejudice to the generality of the foregoing, consult with and
                 comply with the reasonable requests of the Security Trustee
                 relating to any legal proceedings necessary to discharge its
                 obligations pursuant to this sub-Clause or for the defence of
                 any legal proceedings brought by any third party relating to or
                 affecting the Intellectual Property which is material to its
                 business and it shall not settle or compromise any such
                 proceedings without first obtaining the



                                      -27-
<PAGE>

                 consent of the Security Trustee (such consent not to be
                 unreasonably withheld or delayed).

     (d)  Registration of this Debenture

          Each Company acknowledges the right of the Security Trustee or any
          Delegate to apply to the Comptroller-General of Patents, Designs and
          Trade Marks for the purpose of registration of the charges created by
          this Debenture over the Intellectual Property pursuant to the
          provisions of the Trade Marks Act 1994, the Patents Act 1997 and the
          Registered Designs Act 1949 and to register this Debenture in such
          other register or registers with such other authorities as may be
          available for the purpose, whether in the United Kingdom or elsewhere,
          necessary to perfect the creation of such charge and in such name or
          names as may be required by the law of the place of registration, in
          each case, recording the terms of the charges created by this
          Debenture over the Intellectual Property and restrictions set out in
          Clause 9.2(e) (Restrictions relating to the Intellectual Property).

     (e)  Restrictions relating to the Intellectual Property

          Without prejudice and in addition to Clause 4.5 (Further Assurances),
          each Company undertakes to the Security Trustee that it will not
          without the prior written consent of the Security Trustee (such
          consent not to be unreasonably withheld or delayed):

          (i)    permit any of the Intellectual Property which is material to
                 its business to lapse for non-payment of any renewal or other
                 fee necessary to maintain (if registered) the registration and
                 validity of such Intellectual Property or abandon, cancel or
                 allow any such Intellectual Property to become void, lapse or
                 to become vulnerable to revocation for non-use or otherwise;

          (ii)   permit any trade marks or service marks which are part of the
                 Intellectual Property which is material to its business to be
                 used in such a way that they are put at risk by becoming
                 generic;

          (iii)  save as permitted by the Credit Agreement dispose of any of the
                 Intellectual Property which is material to its business without
                 the prior written consent of the Security Trustee;

          (iv)   except for the security created by this Debenture (and save as
                 permitted by the Credit Agreement or the Intercreditor
                 Agreement), create or permit to subsist any Security Interest
                 in or over any of the Intellectual Property which is material
                 to its business;

          (v)    apply to change the specification of any of the Intellectual
                 Property which is material to its business or permit any
                 disclaimer, condition, restriction or memorandum to be entered
                 on the Register of Trade Marks or the Register of Patents (as
                 the case may be) the effect of which will or may be to
                 materially and detrimentally affect the value of any of such
                 Intellectual Property; and



                                      -28-
<PAGE>

          (vi)   do or cause or permit to be done anything which may in any way
                 depreciate, jeopardise or otherwise materially prejudice the
                 value to the Security Trustee of any of the Intellectual
                 Property which is material to its business.

9.3  Evidence of compliance

     Each Company shall at any time during the subsistence of the security
     created by this Debenture and if the Security Trustee so requires, give to
     the Security Trustee evidence sufficient to satisfy it (acting reasonably)
     that the provisions of this Clause 9 (Specific Covenants) have been
     complied with.

9.4  Limitation on powers
     None of the covenants in Clause 9 (Specific Covenants) shall be construed
     as limiting any powers exercisable by any Receiver under this Debenture.

10.  POWER TO REMEDY

10.1 Entry to Property

     Each Company shall permit the Security Trustee and its agents and
     contractors at reasonable times and upon reasonable notice to enter into or
     upon any Property of such Company or at any time if an Event of Default is
     continuing and has not been waived by the Security Trustee:

     (a)  to view the state and condition thereof or of any of the tangible
          Secured Property of such Company which is on or in such Property;

     (b)  to comply with any direction or notice served on such Company; and

     (c)  to carry out at the expense of such Company any repairs or take any
          action which the Security Trustee shall reasonably consider necessary
          or desirable in connection with any Properties of such Company to
          procure compliance with any covenant or obligation in this Debenture,

     and in any such case without becoming liable as mortgagee in possession.

10.2 Power to Remedy

     If a Company fails to comply with any of the covenants contained in Clause
     9 (Specific Covenants), such Company shall allow (and hereby irrevocably
     authorises) the Security Trustee and/or such Persons as it shall nominate
     to take such action on behalf of such Company as shall be necessary to
     ensure that such covenants are complied with.

10.3 Insurance

     Without limitation to Clause 10.2 (Power to Remedy), if a Company shall be
     in default of effecting or maintaining insurances or in producing certified
     copies of any such policy or receipt to the Security Trustee, the Security
     Trustee may (but shall not


                                      -29-
<PAGE>

     be obliged to) take out or renew such insurances in any sum which the
     Security Trustee may reasonably think expedient.

10.4 Indemnity

     Each Company shall on demand indemnify the Security Trustee on a full
     indemnity basis in respect of any costs, damages and expenses reasonably
     incurred by the Security Trustee pursuant to this Clause in relation to
     such Company together with interest at the Default Rate from the date of
     payment by the Security Trustee until repayment whether before or after
     judgment and any such costs, damages and expenses and the interest thereon
     shall be charged on the Secured Property of such Company.

10.5 No Obligation to Remedy

     Notwithstanding the provisions of this Clause 10 (Power to Remedy) the
     Security Trustee shall not, at any time, be under any obligation to
     undertake or commission any remedial environmental or clean-up work in
     relation to any of the Properties.

11.  POWERS OF LEASING

11.1 Prohibition on Exercise of Powers by a Company

     Following an Event of Default which is subsisting, each Company shall
     neither exercise the powers of leasing or accepting surrenders of leases
     conferred upon a mortgagor in possession by Sections 99 and 100 of the LPA
     nor any other powers of leasing, surrendering or accepting surrenders of
     leases vested in such Company nor shall such Company confer on any Person
     any contractual licence to occupy or any other right or interest in any of
     its property or grant any licence or consent to assign, underlet or part
     with possession or occupation of the whole or any part of them without the
     prior written consent of the Security Trustee and in granting its consent
     the Security Trustee shall be entitled to require that an order be obtained
     under Section 38(4) of the Landlord and Tenant Act 1954 excluding the
     security of tenure provisions of that Act as a pre-condition to the
     granting of any lease.

11.2 Powers of Security Trustee

     In addition to the powers of leasing or accepting surrender of leases
     conferred on mortgagees by Sections 99 and 100 of the LPA, the Security
     Trustee may at any time after the occurrence of an Event of Default and
     provided that such Event of Default is continuing on such terms as it shall
     in its absolute discretion think fit:

     (a)  grant or make any agreement for any lease of the Secured Property or
          of any part thereof for any term or terms of years either in
          possession or reversion and either with or without taking a premium
          and at yearly or other rents;

     (b)  surrender or accept a surrender of any lease of the Secured Property
          or of any part thereof; and

     (c)  grant any option in respect of the Secured Property or any part
          thereof,


                                      -30-
<PAGE>

     in each case without the restrictions contained in Sections 99 and 100 of
     the LPA.

12.  ENFORCEMENT

12.1 Event of Default

     If an Event of Default has occurred and is continuing then the security
     hereby constituted shall become immediately enforceable and the power of
     sale and other powers conferred by Section 101 of the LPA as varied or
     extended by this Debenture shall become immediately exercisable without the
     restrictions contained in the LPA as to the giving of notice or otherwise.

12.2 Exclusion of Provisions of LPA

     The Secured Obligations shall be deemed for the purposes of all powers
     implied by statute to have become due and payable within the meaning of
     Section 101 of the LPA immediately on the execution of this Debenture and
     Section 103 of the LPA (restricting the power of sale) Section 109 of the
     LPA (restricting the power to appoint a receiver) and Section 93 of the LPA
     (restricting the right of consolidation) shall not apply to this Debenture
     or any security given pursuant to this Debenture.

12.3 Consolidation

     The restriction on the consolidation of mortgages imposed by Section 93 of
     the LPA shall not apply to this Debenture or to any security given to the
     Security Trustee pursuant to this Debenture.

12.4 Powers of Mortgagee

     The powers conferred on mortgagees or receivers or administrative receivers
     by the LPA and the Insolvency Act 1986 (as the case may be) shall apply to
     the security constituted by this Debenture except insofar as they are
     expressly or impliedly excluded and where there is ambiguity or conflict
     between the powers contained in such Acts and those contained in this
     Debenture, then this Debenture shall prevail.

12.5 Power of Sale

     The statutory power of sale exercisable by the Security Trustee under this
     Debenture is hereby extended so as to authorise the Security Trustee to
     sever any fixtures from the property to which they are attached and sell
     them separately from such property.

12.6 Exercise of Powers

     All or any of the powers conferred upon mortgagees by the LPA as hereby
     varied or extended and all or any of the rights and powers conferred by
     this Debenture on a Receiver (whether expressly or impliedly) may be
     exercised by the Security Trustee without further notice to any Company at
     any time after this security shall have become enforceable and the Security
     Trustee may exercise such rights and powers irrespective of whether the
     Security Trustee has taken possession or has appointed a Receiver of the
     Secured Property.



                                      -31-
<PAGE>

13.  PROTECTION OF THIRD PARTIES

13.1 Protection of Third Parties

     No purchaser, mortgagee or other Person dealing with a Receiver or the
     Security Trustee shall be concerned to enquire whether the Secured
     Obligations have become payable or whether any power which he or it is
     purporting to exercise has become exercisable or whether any money is due
     under this Debenture or as to the application of any money paid, raised or
     borrowed or as to the propriety or regularity of any sale by or other
     dealing with such Receiver or the Security Trustee.  All the protection to
     purchasers contained in Sections 104 and 107 of the LPA shall apply to any
     Person purchasing from or dealing with a Receiver or the Security Trustee
     as if the Secured Obligations had become due and the statutory powers of
     sale and of appointing a Receiver in relation to the Secured Property had
     arisen on the date of this Debenture.

13.2 Receipts Conclusive

     The receipt of the Security Trustee or any Receiver shall be an absolute
     and a conclusive discharge to a purchaser and shall relieve him of any
     obligation to see to the application of any moneys paid to or by the
     direction of the Security Trustee or any Receiver.

13.3 Meaning of Purchaser

     In Clauses 13.1 (Protection of Third Parties) and 13.2 (Receipts
     Conclusive) "purchaser" includes any Person acquiring, for money or money's
     worth, any lease of, or Security Interest over, or any other interest or
     right whatsoever in relation to, the Secured Property.

14.  APPOINTMENT OF RECEIVER

14.1 Appointment

     At any time after the security constituted by this Debenture has become
     enforceable or if any Company so requests in writing at any time the
     Security Trustee may without further notice to such Company appoint by
     writing under hand of a duly authorised officer or under seal any one or
     more Persons qualified to act as a receiver, receiver and manager or
     administrative receiver (as the case may require) under the Insolvency Act
     1986 either singly, jointly, severally or jointly and severally to be a
     Receiver of all or any part of the Secured Property of such Company and
     either at the time of appointment or any time thereafter may fix his or
     their remuneration and except as otherwise required by statute may remove
     any such Receiver and appoint another or others in his or their place.

14.2 Powers

     Any Receiver of a Company whether appointed solely or jointly shall have
     the powers granted by the LPA to any receiver appointed under it and all
     the powers of an administrative receiver under the Insolvency Act 1986 and
     in addition shall have power to do the following:



                                      -32-
<PAGE>

     (a)  enter upon, take possession of, collect and get in the Secured
          Property in respect of which he may be appointed or any part of them
          and to collect and get in all rents and other income whether accrued
          before or after the date of his appointment and for those purposes to
          make such demands and take such actions or proceedings as may seem
          expedient and to take possession of such Secured Property;

     (b)  comply with and perform all or any of the acts, matters, omissions or
          things covenanted to be done or omitted by such Company under this
          Debenture;

     (c)  carry on, manage, develop, reconstruct, amalgamate or diversify the
          business of such Company or any part thereof in such manner as he
          shall in his discretion think fit (including, without prejudice to the
          generality of the foregoing to purchase supplies and materials);

     (d)  sell by public auction or private contract or let all or any part of
          the Secured Property of such Company and to let, on hire, lease,
          surrender and accept surrenders of leases and tenancies, grant rights,
          licences, options or easements of, exchange all or any part of, and
          otherwise deal with or dispose of, and exercise all rights, powers and
          discretions incidental to, the ownership of, any of such Secured
          Property in the name of and on behalf of such Company or otherwise or
          concur in doing any of the foregoing in such manner and generally on
          such terms and conditions and for such consideration (whether in cash,
          debentures or other obligations, shares, stocks, securities or other
          valuable consideration and whether payable by a lump sum or by
          instalments) as he may think fit and carry out any such sale by
          conveying by deed or transferring in the name and on behalf of such
          Company or otherwise, and so that plant machinery and other fixtures
          and fittings may be severed and sold separately from the premises
          containing them, and the Receiver may apportion any rent and the
          performance of any obligations;

     (e)  repair, decorate, furnish, maintain, alter, improve, renew or add to
          the Secured Property of such Company or any part of them as he shall
          think fit and effect, maintain, renew or increase indemnity insurance
          and other insurances and obtain bonds;

     (f)  appoint or dismiss managers, agents, officers, employees, servants,
          builders or workmen and employ professional advisers and others at
          such salaries or for such remuneration as he may think fit;

     (g)  perform, repudiate, rescind, vary or enter into any arrangement or
          compromise any contracts or agreements which he may consider
          expedient;

     (h)  settle, arrange, compromise and submit to arbitration any accounts,
          claims, questions or disputes whatsoever which may arise in connection
          with the business of such Company or any of the Secured Property of
          such Company or in any way relating to the security constituted by
          this Debenture and bring, prosecute, defend, enforce, compromise
          submit to and discontinue any Proceedings or arbitrations whatsoever
          whether civil or criminal;


                                      -33-
<PAGE>

     (i)  enter into, complete, disclaim, abandon or disregard, determine or
          rectify all or any of the outstanding contracts or arrangements of
          such Company and allow time for payment of any debts either with or
          without security;

     (j)  make calls upon the shareholder of such Company in respect of any
          capital of such Company which may be uncalled;

     (k)  use the name of such Company in the exercise of all or any of the
          powers conferred by this Debenture;

     (l)  exercise or permit such Company or any nominee of such Company to
          exercise any powers or rights incidental to the ownership of the
          Secured Property of such Company or any part of them in such manner as
          he may think fit;

     (m)  form a Subsidiary or Subsidiaries of such Company and transfer lease
          or licence to any such Subsidiary or any other Person all or any part
          of the Secured Property of such Company on such terms and conditions
          as he may think fit;

     (n)  in the exercise of any of the powers, authorities and discretions
          conferred on him in this Debenture or for any other purpose to raise
          and borrow money either unsecured or secured and either in priority
          to, pari passu with or subsequent to the security constituted by this
          Debenture and generally on such terms and conditions as he may think
          fit;

     (o)  give valid receipts for all monies and execute all discharges,
          assurances and things which may be proper or desirable for realising
          the Secured Property of such Company or any part of them; and

     (p)  execute and do all such other acts, things and deeds as he may
          consider necessary or desirable for realising or preserving the
          Secured Property of such Company or any part of them or incidental or
          conducive to any of the matters, powers or authorities conferred on a
          Receiver under or by virtue of this Debenture or otherwise and
          exercise in relation to such Secured Property or any part of them all
          such powers, authorities and things as he would be capable of
          exercising if he were the absolute beneficial owner of them.

14.3 Receiver of a Company

     Any Receiver of a Company appointed under this Debenture whether acting
     solely or jointly shall be deemed to be the agent of such Company and to be
     in the same position as a receiver appointed under the LPA and such Company
     shall be solely responsible for his acts, omissions, defaults, losses and
     misconduct and for his remuneration and the Security Trustee shall not be
     in any way liable or responsible either to such Company or to any other
     Person whatsoever for any of them.

14.4 Joint Appointment

     If more than one Receiver is appointed each of them shall be entitled to
     exercise individually all of the powers given to a Receiver under this
     Debenture in relation to


                                      -34-
<PAGE>

     any of the Secured Property in respect of which he has been appointed
     unless the Security Trustee shall state otherwise in the document
     appointing him.

14.5 No Limit on Powers of Receiver

     None of the covenants in this Clause 14 (Appointment of Receiver) shall be
     construed as limiting any powers exercisable by any Receiver under this
     Debenture.

14.6 Removal

     The Security Trustee may by written notice remove from time to time any
     Receiver appointed by it (subject to the provisions of Section 45 of the
     Insolvency Act 1986 in the case of an administrative receivership) and,
     whenever it may deem appropriate, appoint a new Receiver in the place of
     any Receiver whose appointment has terminated, for whatever reason.

14.7 Remuneration

     The Security Trustee may from time to time fix the remuneration of any
     Receiver appointed by it.

15.  APPLICATION OF PROCEEDS

15.1 Application of Proceeds

     All cash proceeds received by the Security Trustee in respect of
     enforcement, any sale of, collection from, or other realization upon, all
     or any part of the Secured Property of a Company shall be applied in
     accordance with the provisions of the Intercreditor Agreement.

15.2 Insurance

     All monies received by a Company by virtue of any insurance on the Secured
     Property, whether or not effected pursuant to this Debenture and whether
     the event by virtue of which such monies became payable occurred before on
     or after the date of this Debenture, shall be deemed part of the Secured
     Property of such Company and (subject to any rights of third parties
     arising under any statute for the time being relating to the application of
     insurance monies and under any leases under which any property of such
     Company is demised or let to or by such Company or under the terms of any
     insurances if such terms are incorporated therein in order to comply with
     the provisions of any such leases) shall, if an Event of Default has
     occurred and is continuing (and has been notified to the relevant Company)
     be applied in accordance with the provisions of the Intercreditor
     Agreement.

15.3 Suspense Account

     The Security Trustee or any Receiver may credit any monies to a suspense
     account for so long and in such manner as the Security Trustee or any
     Receiver may from time to time determine and the Receiver may retain the
     same for such period as the Receiver and the Security Trustee consider
     expedient.



                                      -35-
<PAGE>

15.4 Exclusions

     Sections 109(6) and (8) of the LPA shall not apply to a Receiver appointed
     under this Debenture.

16.  SECURITY TRUSTEE'S POWERS

16.1 Further Powers

     Each Company further covenants and agrees with the Security Trustee that,
     without prejudice to any other provision of this Debenture, the Security
     Trustee may exercise in the name of such Company or otherwise at any time
     after an Event of Default (provided that such Event of Default is
     continuing) and without any further consent or authority on the part of
     such Company in respect of the Securities held by such Company any voting
     rights and all powers given to trustees by Sections 10(3) and (4) of the
     Trustee Act 1925 (as amended by Section 9 of the Trustee Investments Act
     1961) in respect of securities or property subject to a trust and any
     powers or rights which may be exercisable by the Person in whose name any
     of the Securities is registered or by the bearer thereof.

16.2 Exercise of Powers

     Without prejudice to any other provision of this Debenture, at any time
     after an Event of Default (provided that such Event of Default is
     continuing) or if requested by a Company the Security Trustee may without
     further notice and without first appointing a Receiver exercise all of any
     of the powers conferred on mortgagees by the LPA as varied or extended by
     this Debenture and all the powers, authorities and discretions conferred
     expressly or by implication on any Receiver in this Debenture or conferred
     by statute or common law.

16.3 Landlord and Tenants Acts

     It shall be lawful for the Security Trustee or any Receiver at any time
     after an Event of Default (provided that such Event of Default is
     continuing) to exercise for and on behalf of a Company any or all of the
     powers conferred on a landlord or tenant by the Landlord and Tenant Acts
     1927 and 1954 in respect of the Secured Property of such Company but
     without any obligation to exercise any of such powers and without any
     liability for powers so exercised and each Company hereby covenants with
     the Security Trustee that it will promptly deliver to the Security Trustee
     all notices served on such Company in respect of such Secured Property
     under the said Acts.

16.4 Entry into Possession

     If the Security Trustee or any Receiver shall enter into possession of the
     Secured Property or any part thereof, then it or he may from time to time
     and at any time go out of such possession.  Neither the Security Trustee
     nor any Receiver shall in any circumstances be liable to account to a
     Company for anything except its or his actual receipts or be liable to such
     Company for any loss or damage arising from any realisation of the Secured
     Property or any part of it or from any act default or omission in relation
     to the Secured Property or any part of it unless such loss or damage shall
     be caused by its or his own wilful misconduct or gross negligence.



                                      -36-
<PAGE>

17.  POWER OF ATTORNEY

     Each Company hereby:

     (a)  irrevocably and by way of security appoints the Security Trustee and
          each Receiver appointed hereunder and each of their delegates
          severally as its attorney (with full power of substitution and
          delegation) in its name and on its behalf and as its act and deed to
          execute, seal and deliver (using the corporate seal if appropriate)
          and otherwise perfect and complete and do any deed, assurance,
          agreement, instrument, or other act or thing which such Company ought
          to execute and do under the terms of this Debenture the exercise of
          any rights or powers hereunder or otherwise for the purposes of this
          Debenture, in each case after the occurrence and during the
          continuance of an Event of Default, and such Company hereby covenants
          with the Security Trustee to ratify and confirm all acts and things
          done by such attorney; and

     (b)  acknowledges that the power of attorney hereby granted is as regards
          each of the Security Trustee and each Receiver granted irrevocably and
          for value as part of the security constituted by this Debenture to
          secure a proprietary interest in and the performance of obligations
          owed to the respective donees within the meaning of the Power of
          Attorney Act 1971.

18.  REDEMPTION OF PERMITTED SECURITY INTERESTS

     In the event of there being a prior Security Interest to the security
     created by this Debenture over the Secured Property of a Company or any
     part thereof then if any Proceedings or steps are being taken to exercise
     or enforce any powers or remedies conferred by such prior Security Interest
     against such Secured Property or any part thereof the Security Trustee or
     any Receiver appointed under this Debenture in respect of such Secured
     Property may (but without prejudice to any rights the Receiver may have
     under Section 43 of the Insolvency Act 1986 to apply to the Court for
     authorisation to dispose of property secured by a prior charge) redeem such
     prior Security Interest or procure its transfer to itself or himself, as
     the case may be, and may settle and pass the accounts of any prior
     mortgagee, chargee or Security Interest.  Any account so settled and passed
     shall be conclusive and binding on such Company and all the principal,
     money, interest, costs, charges and expenses of and incidental to such
     redemption or transfer shall be paid to the Security Trustee on demand with
     interest at the Default Rate and until payment such Secured Property shall
     stand charged with the amount to be so paid and all the powers, authorities
     and discretions conferred by a prior Security Interest upon the mortgagee,
     chargee or Security Interest or any receiver thereunder shall be
     exercisable by the Security Trustee or a Receiver in like manner as if the
     same were expressly included in this Debenture and the Security Trustee
     shall be entitled to exercise all the powers authorities and discretions of
     a receiver and manager or administrative receiver appointed thereunder.

19.  AVOIDANCE OF PAYMENTS

     No assurance, security or payment which may be avoided or adjusted under
     any enactment relating to bankruptcy or insolvency or under Part VI of the
     Insolvency Act 1986 or similar legislation binding on a Company in a
     jurisdiction other than England and Wales and no release, settlement or
     discharge given or made by the Security



                                      -37-
<PAGE>

     Trustee on the faith of any such assurance, security or payment shall
     prejudice or affect the right of the Security Trustee to recover from such
     Company (including the right to recover any monies which it may have been
     compelled by due process of law to refund under the provisions of the
     Insolvency Act 1986 and any costs payable by it pursuant to or otherwise
     incurred in connection with such process) or to enforce the security
     created by or pursuant to this Debenture to the full extent of the Secured
     Obligations of such Company.

20.  DELEGATION

     The Security Trustee may at any time and from time to time delegate by
     power of attorney or in any other manner to any Persons or Persons all or
     any of the powers, authorities and discretions which are for the time being
     exercisable by the Security Trustee under this Debenture in relation to the
     Secured Property or any part thereof.  Any such delegation may be made upon
     such terms (including power to sub-delegate) and subject to such
     regulations as the Security Trustee may think fit.  The Security Trustee
     shall not be in any way liable or responsible to any Company for any loss
     or damage arising from any act, default, omission or misconduct on the part
     of any such delegate or sub-delegate.

21.  PROTECTION OF THE SECURITY TRUSTEE, BANKS AND RECEIVER

21.1 No Liability

     Neither the Security Trustee, any Bank nor any Receiver shall be liable in
     respect of all or any part of the Secured Property or for any loss or
     damage which arises out of the exercise or the attempted or purported
     exercise of, or the failure to exercise any of, their respective powers,
     unless such loss or damage is caused by its or his negligence or wilful
     default.

21.2 No Mortgagee in Possession

     Without prejudice to the generality of Clause 13.1 (Protection of Third
     Parties), entry into possession of the Secured Property shall not render
     the Security Trustee, the Banks or any Receiver liable to account as
     mortgagee in possession.

22.  CUSTODY

     The Security Trustee shall be entitled to provide for the safe custody by
     third parties of all certificates and documents of title relating to the
     Secured Property and shall not be responsible for any loss or damage
     occurring to or in respect thereof.

23.  COSTS

     Each Company shall on demand and on a full indemnity basis pay to the
     Security Trustee the amount of all costs and expenses (including legal and
     out-of-pocket expenses and any value added tax on such costs and expenses)
     which the Security Trustee reasonably incurs in connection with:

     (a)  the preparation, negotiation, execution and delivery of this
          Debenture;


                                     -38-
<PAGE>

     (b)  any stamping or registration of this Debenture;

     (c)  any actual or proposed amendment of or waiver of consent under or in
          connection with this Debenture;

     (d)  any discharge or release of this Debenture;

     (e)  the preservation or exercise (or attempted preservation or exercise)
          of any rights under or in connection with and the enforcement (or
          attempted enforcement) of this Debenture;

     (f)  dealing with or obtaining advice about any other matter or question
          arising out of or in connection with this Debenture, together with
          interest at the Default Rate thereon from the date of demand until the
          date of payment by such Company whether before or after judgment.

24.  INDEMNITY

24.1 General Indemnity

     The Security Trustee and every Receiver, attorney, manager, agent or other
     Person appointed by the Security Trustee under this Debenture and their
     respective employees shall be entitled to be indemnified on a full
     indemnity basis out of the Secured Property in respect of all Secured
     Obligations and expenses reasonably incurred or suffered by any of them in
     or directly or indirectly as a result of the exercise any of the powers,
     authorities or discretions vested in them under this Debenture and against
     all Proceedings, losses, costs, claims and demands suffered or incurred by
     the Security Trustee in respect of any matter or thing done or omitted in
     any way relating to the Secured Property, unless such expenses,
     Proceedings, losses, costs, claims and demands arise out of its or their
     negligence or wilful default.  The Security Trustee and any such Receiver
     may retain and pay all sums in respect of the same out of any monies
     received under the powers conferred by this Debenture.

24.2 Indemnity for Breach

     Each Company shall on demand indemnify and keep the Security Trustee
     indemnified on a full indemnity basis in respect of all Proceedings,
     demands, costs and expenses occasioned by any breach of any of its
     covenants or other obligations under this Debenture together with interest
     at the Default Rate from the date of payment by the Security Trustee until
     repayment whether before or after judgment and any costs, damages, expenses
     and other Secured Obligations incurred or sustained by the Security Trustee
     by reason of any such breach shall be charged on the Secured Property of
     such Company.

25.  SET-OFF

25.1 Set-off

     Following an Event of Default (provided that such Event of Default is
     continuing), the Security Trustee may without notice to a Company combine
     or consolidate all or any


                                      -39-
<PAGE>

     sums standing to the credit of such Company's accounts with the Security
     Trustee with the Secured Obligations of such Company and/or set off or
     transfer any such sums in or towards the satisfaction of any of such
     Secured Obligations, and may do so notwithstanding that the balances on
     such accounts and such Secured Obligations may not be expressed in the same
     currency, and for the purpose of exercising any rights under this Clause or
     rights under general law the Security Trustee is authorised to effect any
     necessary conversions at the Security Trustee's own rate of exchange then
     prevailing.

25.2 Security Trustee may effect Set-off or Transfer

     Each Company irrevocably authorises the Security Trustee in its name and at
     its expense to perform such acts and sign such documents as may be required
     to give effect to any set-off or transfer pursuant to Clause 25.1 (Set-
     off), including the purchase with the money standing to the credit of any
     such account of such other currencies as may be necessary to effect such
     set-off or transfer.

25.3 Meaning of Rights under General Law

     In this Clause "rights under the general law" means any right of set off,
     combination or consolidation of accounts, Security Interest or similar
     right which the Security Trustee has under any applicable law.

26.  NOTICES

26.1 Form

     Each communication to be made under this Debenture shall be made in writing
     but, unless otherwise stated, may be made by facsimile or letter.

26.2 Made

     Any communication or document to be made or delivered by one Person to
     another pursuant to this Debenture shall be made or delivered to that other
     Person at the address or facsimile identified with its signature below (or,
     in the case of any Additional Company, below its signature on the Deed of
     Accession executed by it) and shall be deemed to have been made or
     delivered when transmitted and electronically confirmed (in the case of any
     communications made by facsimile) or (in the case of any communication by
     letter) when received, if mailed and properly addressed with postage
     prepaid or if properly addressed and sent by pre-paid courier service;
     provided that any communication or document to be made or delivered to the
     Security Trustee shall be effective only if the same is expressly marked
     for the attention of the department or officer identified with the Security
     Trustee's signature below (or such other department or officer as the
     Security Trustee shall from time to time specify for this purpose).

26.3 Language

     Each communication and document made or delivered by one party to another
     pursuant to this Debenture shall be in the English language or accompanied
     by a



                                      -40-
<PAGE>

     translation thereof into English certified (by an officer of the Person
     making or delivering the same) as being a true and accurate translation
     thereof.

27.  TRANSFERS

27.1 Security Trustee

     This Debenture is freely assignable or transferable by the Security
     Trustee.

27.2 Company

     This Debenture shall be binding upon each Company and its successors,
     transferees and assigns and shall inure to the benefit of and be
     enforceable by each Bank and its respective permitted successors,
     transferees and assigns subject to the requirements of the Credit
     Agreement; provided, however, that a Company may not assign any of its
     obligations hereunder without the prior written consent of all Banks.

27.3 Disclosure

     The Security Trustee may disclose to any Person related to the Security
     Trustee and/or any Person to whom it is proposing to transfer or assign or
     has transferred or assigned this Debenture any information about any
     Company.

28.  CURRENCY INDEMNITY

     If any sum due from any Company under this Debenture or any order or
     judgment given or made in relation thereto has to be converted from the
     currency (the "first currency") in which the sum is payable thereunder or
     under such order or judgment into another currency (the "second currency")
     for the purpose of (i) making or filing a claim or proof against such
     Company, (ii) obtaining an order or judgment in any court or other tribunal
     or (iii) enforcing any order or judgment given or made in relation thereto,
     such Company shall indemnify and hold harmless the Banks from and against
     any loss suffered as a result of any discrepancy between (a) the rate of
     exchange used for such purpose to convert the sum in question from the
     first currency into the second currency and (b) the rate or rates of
     exchange at which the Banks may in the ordinary course of business purchase
     the first currency with the second currency upon receipt of a sum paid to
     it in satisfaction, in whole or in part, of any such order, judgment, claim
     or proof.

29.  MISCELLANEOUS

29.1 Property of Security Trustee

     This Debenture is and will remain the property of the Security Trustee.

29.2 Security Trustee's Certificate Conclusive

     A certificate of the Security Trustee, as to the amount at any time due
     from any Company hereunder shall, in the absence of manifest error, be
     conclusive for the purposes of this Debenture.


                                      -41-
<PAGE>

29.3 No Waiver

     No failure on the part of the Security Trustee or any Bank to exercise, and
     no delay in exercising, any right or remedy hereunder shall operate as a
     waiver thereof, nor shall any single or partial exercise of any right or
     remedy hereunder prevent any other or further exercise thereof or the
     exercise of any other right or remedy.  The rights and remedies herein
     provided are cumulative and not exclusive of any rights or remedies
     provided by law.  Time shall be of the essence in the performance of
     obligations hereunder.

29.4 Severability

     Wherever possible each provision of this Debenture shall be interpreted in
     such manner as to be effective and valid under applicable law, but if any
     provision of this Debenture shall be prohibited by or invalid under
     applicable law, such provision shall be ineffective to the extent of such
     prohibition or invalidity, without invalidating the remainder of such
     provision or the remaining provisions of this Debenture.

29.5 Counterparts

     This Debenture may be executed by the parties hereto in several
     counterparts, each of which shall be deemed to be an original and all of
     which shall constitute together but one and the same agreement.

29.6 Governing Law

     This Debenture shall be governed by and construed in accordance with
     English law.

29.7 Submission of Jurisdiction

     Each Company irrevocably agrees for the benefit of each of the Banks that
     the courts of England shall have jurisdiction to hear and determine any
     Proceedings and to settle any disputes which may arise out of or in
     connection with this Debenture and, for such purposes, irrevocably submits
     to the jurisdiction of such courts.

29.8 Waiver of Objection

     Each Company irrevocably waives any objection which it may have now or
     hereafter to the laying of the venue of any Proceedings in any such court
     as is referred to in Clause 29.7 (Submission of Jurisdiction) and any claim
     that any Proceedings have been brought in an inconvenient forum and further
     irrevocably agrees that a judgment in any Proceedings brought in an English
     court or in any other court of competent jurisdiction shall be conclusive
     and binding upon it and may be enforced in the courts of any other
     jurisdiction.

29.9 General Consent

     Each Company consents generally in respect of any Proceedings arising out
     of or in connection with this Debenture to the giving of any relief or the
     issue of any process in connection with such Proceedings, including,
     without limitation, the making,



                                      -42-
<PAGE>

      enforcement or execution against any property or assets whatsoever of any
      order or judgment which may be made or given in such Proceedings.

29.10 No Limitation of Right to Court Proceedings

      The submission to the jurisdiction of the courts referred to in Clause
      29.7 (Submission of Jurisdiction) shall not (and shall not be construed so
      as to) limit the right of the Banks or any of them to take Proceedings
      against any Company in any other court of competent jurisdiction nor shall
      the taking of Proceedings in any one or more jurisdictions preclude the
      taking of Proceedings in any other jurisdiction (whether concurrently or
      not).

29.11 Third Party Rights

      A Person who is not a party to this Debenture has no rights under the
      Contract (Rights of Third Parties) Act 1999 to enforce or to enjoy the
      benefit of any term of this Debenture save that any right pursuant to this
      Debenture expressed to be for the benefit of the Banks individually and in
      addition to the Security Trustee may be exercised by such Banks
      notwithstanding that they are not signatories to this Debenture.

30.   ADDITIONAL COMPANIES

30.1  Joinder of Additional Company

      Any Person may become party hereto as an Additional Company by
      unconditionally delivering or causing to be delivered unconditionally to
      the Security Trustee a Deed of Accession duly executed by the parties
      thereto and a Guaranty duly executed by such Additional Company in form
      and substance satisfactory to the Security Trustee.

30.2  Construing Agreement

      Upon delivery to the Security Trustee of any Deed of Accession referred to
      in Clause 30.1 (Joinder of Additional Company) and subject to the Security
      Trustee being satisfied that the security provided by each of the other
      Companies is not adversely affected in any way by the proposed accession
      of the Additional Company (and, if any such security may be adversely
      affected, that all such action as the Security Trustee may require will
      have been taken on or prior to the relevant Deed of Accession taking
      effect in order to ensure that any such adverse effect is avoided), this
      Debenture shall henceforth be read and construed as if each Person which
      is a party to such Deed of Accession as an Additional Company were a party
      hereto having all the rights and obligations of a Company hereunder and
      all references in this Debenture to "Company" or "Companies" shall be
      construed accordingly.


                                      -43-
<PAGE>

                                   SCHEDULE 2


                           Form of Deed of Accession


THIS DEED OF ACCESSION (this "Deed") is made on the [] day of [], [], between:

[(1) [Additional Company] (the "Additional Company");] and

(2)  [Security Trustee] on behalf of itself as Security Trustee and on behalf of
     the Banks (the "Security Trustee").

WHEREAS

(A)  On [] a debenture was executed by certain companies as set out in Schedule
     1 thereto in favour of the Security Trustee (the "Debenture").  Pursuant to
     Clause 30.1 (Joinder of Additional Company)  of the Debenture, any Person
     may, become party to the Debenture by executing and delivering a Deed of
     Accession, in the form of Schedule 2 to the Debenture and a Guaranty in
     form and substance satisfactory to the Security Trustee; and

(B)  The Additional Company wishes to become a party to the Debenture as a
     Company.

NOW IT IS HEREBY AGREED as follows:

1.   Interpretation

     Save as otherwise defined herein, terms defined in the Debenture shall bear
     the same meaning herein.

2.   Additional Company

     The Debenture shall henceforth be read and construed as if the Additional
     Company were party to the Debenture having all the rights and obligations
     of a Company thereunder (and all references to "Company" or  "Companies")
     shall be construed accordingly.

3.   Representations

     The Additional Company hereby represents and warrants in respect of itself
     as if the representations set out in Clause 8 of the Debenture were set out
     in full in this Deed.

4.   Counterparts

     This Deed may be signed in counterparts, all of which taken together shall
     constitute a single deed.

5.   Law

     This Deed shall be governed by, and construed in accordance with, English
     law.


                                      -45-
<PAGE>

6.   Appointment of Process Agent

     The Additional Company agrees that the process by which any Proceeding is
     begun may be served on it by being delivered in connection with any suit,
     action or proceeding in England, to:

     [ ] at

     [ ]

     Telephone:  [ ]

     Facsimile  [ ]

     or its principal other place of business for the time being.  If the
     appointment of the Person mentioned in this Clause 6 ceases to be effective
     in respect of the Additional Company, the Additional Company shall
     immediately appoint a further Person in England to accept service of
     process on its behalf in England and failing such appointment within 15
     days, the Security Trustee shall be entitled to appoint such a Person by
     notice to Additional Company.  Nothing contained herein shall affect the
     right to serve process in any other manner permitted by law.


EXECUTED as a Deed on the day and year first before written.

[NB:  address for Additional Company]



                                      -46-
<PAGE>

Signed as a Deed by APW ENCLOSURE       )
PRODUCTS AND SYSTEMS LIMITED            )
acting by ________________ and          )
_____________________________

                                             ____________________________
                                             Director


                                             ____________________________
                                             Director/Secretary

Address:   Electron Way
           Chandlers Ford
           Eastleigh
           Hampshire  S053 4ZR

Attn:      The Company Secretary

Tel:       02380 266300
Fax:       02380 265126

cc:        Rick Carroll
           APW
           N22 W23685 Ridge View Parkway West
           Waukesha
           Wisconsin,  WI 53188
           USA
Tel:       001 262 523 7600
Fax:       001 262 523 7590



                                      -60-
<PAGE>

Signed as a Deed by APW ENCLOSURE
SYSTEMS HOLDINGS LIMITED acting       )
by ________________ and               )
_____________________________         )

                                                  ____________________________
                                                  Director


                                                  ____________________________
                                                  Director/Secretary

Address:    Electron Way
            Chandlers Ford
            Eastleigh
            Hampshire  S053 4ZR

Attn:       The Company Secretary

Tel:        02380 266300

Fax:        02380 265126

cc:         Rick Carroll
            APW
            N22 W23685 Ridge View Parkway West
            Waukesha
            Wisconsin,  WI 53188
            USA

Tel:        001 262 523 7600

Fax:        001 262 523 7590


                                      -61-
<PAGE>

Signed as a Deed by APPLIED POWER     )
LIMITED acting by ________________    )
and _____________________________

                                                  ____________________________
                                                  Director


                                                  ____________________________
                                                  Director/Secretary

Address:        Electron Way
                Chandlers Ford
                Eastleigh
                Hampshire  S053 4ZR

Attn:           The Company Secretary

Tel:            02380 266300
Fax:            02380 265126

cc:             Rick Carroll
                APW
                N22 W23685 Ridge View Parkway West
                Waukesha
                Wisconsin,  WI 53188
                USA

Tel:            001 262 523 7600

Fax:            001 262 523 7590


                                      -62-
<PAGE>

Signed as a Deed by APW               )
ELECTRONICS GROUP PLC acting by       )
 ________________ and                 )
_____________________________

                                              ____________________________
                                              Director


                                              ____________________________
                                              Director/Secretary

Address:        Electron Way
                Chandlers Ford
                Eastleigh
                Hampshire  S053 4ZR

Attn:           The Company Secretary

Tel:            02380 266300

Fax:            02380 265126

cc:             Rick Carroll
                APW
                N22 W23685 Ridge View Parkway West
                Waukesha
                Wisconsin,  WI 53188
                USA

Tel:            001 262 523 7600

Fax:            001 262 523 7590


                                      -63-
<PAGE>

Signed as a Deed by APW
ELECTRONICS LIMITED acting by          )
 ________________ and                  )
_____________________________

                                             ____________________________
                                             Director


                                             ____________________________
                                             Director/Secretary

Address:       Electron Way
               Chandlers Ford
               Eastleigh
               Hampshire  S053 4ZR

Attn:          The Company Secretary

Tel:           02380 266300

Fax:           02380 265126

cc:            Rick Carroll
               APW
               N22 W23685 Ridge View Parkway West
               Waukesha
               Wisconsin,  WI 53188
               USA

Tel:           001 262 523 7600

Fax:           001 262 523 7590


                                      -64-
<PAGE>

Signed as a Deed by WRIGHT LINE          )
LIMITED acting by ________________       )
and _____________________________

                                          ____________________________
                                          Director


                                          ____________________________
                                          Director/Secretary

Address:        Electron Way
                Chandlers Ford
                Eastleigh
                Hampshire  S053 4ZR

Attn:           The Company Secretary

Tel:            02380 266300

Fax:            02380 265126

cc:             Rick Carroll
                APW
                N22 W23685 Ridge View Parkway West
                Waukesha
                Wisconsin,  WI 53188
                USA

Tel:            001 262 523 7600

Fax:            001 262 523 7590




                                      -65-
<PAGE>

Signed as a Deed by APW NEW
FOREST LIMITED acting by              )
 ________________ and                 )
_____________________________

                                            ____________________________
                                            Director


                                            ____________________________
                                            Director/Secretary


Address:         Electron Way
                 Chandlers Ford
                 Eastleigh
                 Hampshire  S053 4ZR

Attn:            The Company Secretary

Tel:             02380 266300

Fax:             02380 265126

cc:              Rick Carroll
                 APW
                 N22 W23685 Ridge View Parkway West
                 Waukesha
                 Wisconsin,  WI 53188
                 USA

Tel:             001 262 523 7600

Fax:             001 262 523 7590


                                      -66-
<PAGE>


Signed as a Deed by APW POWER    )
SUPPLIES LTD acting by           )
 ________________ and
 _____________________________

                                               ____________________________
                                               Director


                                               ____________________________
                                               Director/Secretary

Address:     Electron Way
             Chandlers Ford
             Eastleigh
             Hampshire  S053 4ZR

Attn:        The Company Secretary

Tel:         02380 266300

Fax:         02380 265126

cc:          Rick Carroll
             APW
             N22 W23685 Ridge View Parkway West
             Waukesha
             Wisconsin,  WI 53188
             USA

Tel:         001 262 523 7600

Fax:         001 262 523 7590


                                      -67-
<PAGE>

Signed as a Deed by APW ENCLOSURE       )
SYSTEMS PLC acting by                   )
 ________________ and
_____________________________

                                                   ____________________________
                                                   Director


                                                   ____________________________
                                                   Director/Secretary


Address:      Electron Way
              Chandlers Ford
              Eastleigh
              Hampshire  S053 4ZR

Attn:         The Company Secretary

Tel:          02380 266300

Fax:          02380 265126

cc:           Rick Carroll
              APW
              N22 W23685 Ridge View Parkway West
              Waukesha
              Wisconsin,  WI 53188
              USA

Tel:          001 262 523 7600

Fax:          001 262 523 7590



                                      -68-
<PAGE>

Signed as a Deed by APW ENCLOSURE    )
SYSTEMS (UK) LIMITED acting  by      )
________________ and
_____________________________

                                                  ____________________________
                                                  Director


                                                  ____________________________
                                                  Director/Secretary

Address:      Electron Way
              Chandlers Ford
              Eastleigh
              Hampshire  S053 4ZR

Attn:         The Company Secretary

Tel:          02380 266300

Fax:          02380 265126

cc:           Rick Carroll
              APW
              N22 W23685 Ridge View Parkway West
              Waukesha
              Wisconsin,  WI 53188
              USA

Tel:          001 262 523 7600

Fax:          001 262 523 7590



                                      -69-
<PAGE>

Signed as a Deed by TOWERFLAME         )
LIMITED acting by ________________     )
and _____________________________

                                                ____________________________
                                                Director


                                                ____________________________
                                                Director/Secretary


Address:      Unit 4 Alpha Park
              Bevan Park
              Smethwick
              West Midlands,  B66 1BZ

Attn:         David Pumphrey

Tel:          0121 558 2666

Fax:          0121 558 3399

cc:           Rick Carroll
              APW
              N22 W23685 Ridge View Parkway West
              Waukesha
              Wisconsin,  WI 53188
              USA

Tel:          001 262 523 7600

Fax:          001 262 523 7590



                                      -70-
<PAGE>

Signed as a Deed by AIR CARGO         )
EQUIPMENT (UK) LIMITED acting by      )
 ________________ and
_____________________________

                                            ____________________________
                                            Director


                                            ____________________________
                                            Director/Secretary

Address:     4 Bevan Way
             Smethwick
             West Midlands,  B66 1BZ

Attn:        David Pumphrey

Tel:         0121 558 2666

Fax:         0121 558 3399

cc:          Rick Carroll
             APW
             N22 W23685 Ridge View Parkway West
             Waukesha
             Wisconsin,  WI 53188
             USA

Tel:         001 262 523 7600

Fax:         001 262 523 7590


                                      -71-
<PAGE>

SIGNED by for and on behalf of Security   )
Trustee:                                  )

                                               ____________________________
                                               Signature

                                               ____________________________
                                               Name Printed

                                               ____________________________
                                               Title:


Address:       555 South Flower Street
               11th Floor Mail Code
               (CA9-706-11-21)
               Los Angeles
               CA 90071
               USA

Attn:          M. Duncan McDuffie

Tel:           001 213 228 2609

Fax:           001 213 228 6003


                                      -72-