exv10w6



 






Exhibit 10.6




DATED January 28 2005




ALL ASSETS DEBENTURE




GIVEN BY




Oilgear Towler Limited




IN FAVOUR OF




VENTURE FINANCE PLC




Hammonds

7 Devonshire Square

Cutlers Gardens

London

EC2M 4YH




HAMMONDS SEPT 03


 









 







THIS DEBENTURE is made
the 28th day of January,  2005 BY THE PARTY DESCRIBED IN
SCHEDULE 1 (“the Company”) in favour
of VENTURE FINANCE PLC of Sussex House, Perrymount Road, Haywards Heath, West Sussex RH16 1DN
(Company Number 2281768) (“VF”).





	1.  	Covenant To Pay
	 
	   	The Company will pay to VF on demand unless otherwise agreed in writing all monies and
liabilities which are now or shall become due, owing or incurred by the Company to VF in
any manner actually or contingently, solely or jointly, as principal or surety and whether
or not VF shall have been an original party to the relevant transaction together with
interest (as well after as before judgement or demand) and all legal, administrative and
other charges, costs, expenses and payments incurred by VF in relation to the preparation,
negotiation, entry into or performance of this Debenture or in enforcing the security
created by it on a full indemnity basis (the “Secured
Liabilities”).
	 
	2.  	Charges
	 
	2.1  	As continuing security for the payment of the Secured Liabilities, the Company with full
title guarantee charges:-






	 	(a)  	by way of legal mortgage all freehold and leasehold property vested in the
Company at the date of this debenture including that specified in Schedule 2
together with all buildings, structures, fixtures and fittings (including trade and
tenant’s fixtures) now or hereafter thereon (“the Legally Mortgaged
Property”);
	 
	 	(b)  	by way of fixed charge:-






	 	(i)  	all future freehold and leasehold property of the Company
together with all buildings, structures, fixtures and fittings (including
trade and tenant’s fixtures) now or hereafter thereon (“the Equitably Charged
Property”);
	 
	 	(ii)  	all fixed plant and machinery now or hereafter in, on or
attached to the Legally Mortgaged Property and/or the Equitably Charged
Property and all spare parts, replacements, modifications for or to the same;
and the benefit of all obligations and warranties given by any manufacturer or
supplier of the same to or in favour of the Company and the benefit of all
maintenance agreements relating thereto entered into between the Company and
any third party;




HAMMONDS SEPT 03


 









 






	 	(iii)  	all plant, machinery and equipment and all spare parts, replacements and
modifications for or to the same specified in Schedule 3 and the benefit of all
obligations and warranties given by any manufacturer or supplier of the same to or in
favour of the Company and the benefit of all maintenance agreements relating thereto
entered into between the Company and any third party;
	 
	 	(iv)  	all plant, machinery and equipment and all spare parts, replacements and modifications for
or to the same other than those specified in clauses 2.1(b)(ii) and (iii) now or hereafter
owned by the Company and the benefit of all obligations and warranties given by any
manufacturer or supplier of the same to or in favour of the Company and the benefit of all
maintenance agreements relating thereto entered into between the Company and any third party
(but excluding any plant, machinery or equipment forming part of the Company’s stock in trade
or work in progress);
	 
	 	(v)  	all Debts (as defined in the agreement details of which are set out in Schedule 4 (“the
Financing Agreement”)) intended to but which do not for any reason vest absolutely and
effectively in VF together with the Related Rights (as defined in the Financing Agreement) to
such Debts (the “Non-Vesting Debts”);
	 
	 	(vi)  	all present and future book and other debts of the Company, all moneys from time to time
standing to the credit of any account of the Company and all other moneys whether arising
under contracts or in any other manner due, owing or incurred to the Company (and including
any owing by VF to the Company) other than Debts absolutely and effectively vested in or held
on trust for VF under the Financing Agreement and Non-Vesting Debts (the “Other Debts”);
	 
	 	(vii)  	all the goodwill and uncalled capital of the Company;
	 
	 	(viii)  	all stocks, shares, bonds and securities of any kind present and future legally or
beneficially owned by the Company and all dividends and other rights relating thereto;
	 
	 	(ix)  	all present and future patents, patent applications, trade marks and service marks (whether
registered or not), design rights (whether registered or not), copyrights and all other
intellectual property rights whatsoever and all rights relating thereto (including, without
limitation, by way of licence) legally or beneficially owned by the Company;
	 
	 	(x)  	all benefits relating to all present and future contracts and policies of insurance from
time to time taken out by or on behalf of the Company




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	 	   	or (to the extent it has) in which the Company has an interest and all
claims and returns of premium relating thereto;






	 	(c)  	by way of floating charge the undertaking and all property and assets of
the Company present and future including any charged by way of specific charge under
clauses 2.1 (a) and (b) if and to the extent that such charges fail as specific
charges (“the Floating Charge Property”).






	   	each of which shall hereafter be collectively referred to as
the “Charged Property”.
	 
	2.2  	The provisions of paragraph 14 of Schedule Bl to the Insolvency Act 1986 apply to
the floating charge in clause 2.1(c), which shall be enforceable at any time on or after
the date on which VF demands the payment or discharge of all or any of the Secured
Liabilities pursuant to this Debenture or, if earlier, the date on which:






	 	(a)  	VF receives from any person a notice of intention to appoint any person
under
Schedule Bl of the Insolvency Act 1986 to manage the Company’s affairs,
business and property (“Administrator”);
	 
	 	(b)  	the Company requests VF to appoint an Administrator or any receiver and/or
manager not being an administrative receiver (within the meaning of Section
29(2) Insolvency Act 1986) appointed by VF pursuant to clause 4
(“Receiver”);
	 
	 	(c)  	an application is made for the appointment of an Administrator;
	 
	 	(d)  	an application is made for an administration order in respect of the
Company;
or
	 
	 	(e)  	an Administrator is appointed in relation to the
Company
	 
	 	   	(the “Enforcement Date”).




	2.3	(a)  	Without prejudice to clause 2.3 (b) VF may at any time by notice to the
Company convert the floating charge created by clause 2.1(c) above into a fixed
charge as
regards any of the Floating Charge Property specified in such notice.




	 	(b)  	The floating charge created by clause 2.1 (c) shall (additionally to the
circumstances where this will occur under general law) automatically be converted
into a fixed charge: -






	 	(i)  	on presentation of a petition to wind up the Company or on
an application for an administration order or on the giving of notice of
intention to appoint an Administrator (in each case the relevant date being
the date of the application notice or notice of intention to appoint
respectively) in respect of the Company;




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	 	(ii)  	if the Company fails to comply with its obligations under clause 2.4.






	2.4  	The Company will not without VF’s prior written consent create or purport or attempt to
create or permit to subsist any mortgage or fixed or floating charge, pledge, lien,
assignment or other encumbrance or security (save a lien arising by operation of law in the
ordinary course of business) upon the Charged Property nor sell, transfer, lease, licence,
part with possession dispose of or grant any interest in or relating to all or any part of
the Charged Property save that the Floating Charge Property may be disposed of by way of sale
at full value in the ordinary course of business as now carried on and the plant, machinery
and equipment charged by clauses 2.1(b) (ii) (iii) and (iv) may be replaced, modified
repaired or maintained as specified in clause 3.1(a).
	 
	3.  	Company’s Obligations
	 
	3.1  	The Company agrees that it will:-






	 	(a)  	not sell, transfer, lease, licence, part with possession or dispose of or
grant
any interest in or relating to all or any part of the Charged Property without the
prior written consent of VF save as authorised under clause 2.4 and save that it
may dispose of and/or part with possession of any plant, machinery and
equipment specified in clauses 2.1(b)(ii), (iii) and (iv) for the sole purpose of
immediate replacement, modification, repair and/or maintenance;
	 
	 	(b)  	during the continuance of this Debenture:-






	 	(i)  	pay into a current account or a separate designated account
(as VF may require) with the bank specified in Schedule 5 or such other bank
as VF may from time to time specify (“the Bank”) all moneys which it may
receive in respect of the Other Debts hereby charged and (subject to any
rights of the Bank in respect thereof) pay or otherwise deal with such moneys
standing in such account in accordance with any directions from time to time
given in writing by VF;
	 
	 	(ii)  	if called upon to do so by VF execute a legal assignment of
such Other Debts to VF in such terms as VF may require and give notice thereof
to the debtors from whom those debts are owing or incurred and take such other
steps as VF may require to perfect such legal assignment;
	 
	 	(iii)  	deal with such Other Debts in accordance with any directions
from time to time given in writing by VF (subject to any rights of the Bank in
respect thereof) and in default of and subject to any such directions deal
with the same only in the ordinary course of getting in and realising the same
(but not sell, assign, factor or discount the same in any way);
	 
	 	(iv)  	permit the Bank to furnish directly to VF from time to time
upon request full statements and particulars of all the Company’s accounts




HAMMONDS SEPT 03


 









 






	 	   	with the Bank and such other financial statements and other information
respecting the assets and liabilities of the Company as are from time to time
available to the Bank;
	 
	 	(v)  	only deal with Non-Vesting Debts as if they were Debts and their Related
Rights purchased by VF under the Financing Agreement and in particular will not bank
or deal with any payments (by whatever method) in respect of the Non-Vesting Debts
except by dealing with them in accordance with the Financing Agreement;
	 
	 	(vi)  	after crystallisation of the floating charge (if any) created pursuant to
clause 2.1(c) into a fixed charge not, except as permitted by VF, withdraw any credit
balance representing payments relating to Other Debts from any of the Company’s bank
accounts;






	 	(c)  	conduct and carry on its business, and procure that each of its Subsidiaries
(taking the meaning given to it in Section 736 of the Companies Act 1985)
conducts and carries on its business so that its centre of main interest for the
purposes of Council Regulations (EC) No 1346/2000 of 29 May 2000 on
Insolvency Proceedings including, but not limited to, its headquarter functions
is located at all times within England and Wales and not move its centre of
main interest to any other jurisdiction without the prior written consent of VF
at VF’s sole discretion or otherwise reduce in or divert from England and
Wales the substantive management and control of its business or any of its
properties.
	 
	 	(d)  	punctually pay all outgoings relating to the Charged Property and produce
receipts therefor to VF on request and comply with all laws concerning the
Charged Property and every notice, order, direction, licence, consent or
permission lawfully made or given in respect of it or any part thereof;
	 
	 	(e)  	subject to the rights of any prior mortgagee deposit with VF all deeds and
documents of title relating to the Charged Property or any part thereof;
	 
	 	(f)  	without prejudice to clauses 2.4 and 3.1(a) not pull down, remove, redevelop
or materially alter the whole or any part of the Charged Property and keep the
Charged Property in good repair and condition and allow VF free access at all
reasonable times to view the state and condition of the Charged Property
(though without VF being deemed thereby to be a mortgagee in possession);
	 
	 	(g)  	not exercise the powers of leasing or accepting surrenders of leases conferred
by Sections 99 and 100 of the Law of Property Act 1925(“the LPA”) or any
other powers of leasing or accepting surrenders of leases without VF’s prior
written consent;
	 
	 	(h)  	insure and keep insured those parts of the Charged Property as are of an
insurable nature with such insurer and against such risks as VF shall require to their full
insurable value with VF’s interest noted on each policy, produce to




HAMMONDS SEPT 03


 









 






	 	   	VF the receipts for each current premium on demand and apply any
insurance proceeds in making good the relevant loss or damage or, at
VF’s option, in or towards discharge of the Secured Liabilities;
	 
	 	(i)  	it shall have, maintain and comply with all permits,
licences or other approvals required by all laws, directions and
regulations and all codes of practice, circulars and guidance notes
issued by any competent authority or agency concerning the protection
of the environment (which shall include air, water and land) or human
health (each an “Environmental Law”) needed for its use or occupation
of the Charged Property (or any part thereof) or for the conduct of any
business it is engaged in from time to time and shall not do or permit
to be done any act or omission which could result in any liability
being imposed on the Securityholder under any applicable Environmental
Law;
	 
	 	(j)  	it shall forthwith on demand pay for an environmental
audit of such type as the Securityholder shall specify in relation to
the Charged Assets and, in any event, shall permit the Securityholder,
its agents, employees, and any firm of environmental consultants engaged
by it, to have full access to all its properties, assets, books and
records for the purpose of carrying out any such environmental audit;
	 
	 	(k)  	without prejudice to clause 3.l(a) not sell,
transfer, lease, licence, part with possession or dispose of or grant any
interest in or relating to its goodwill including diverting or encouraging
the diversion of any sales following orders from customers to any of its
subsidiaries or its holding company (as defined in section 736 of the
Companies Act 1985) or any of its associates (as defined in section 435 of
the Insolvency Act 1986) or any other party.






	3.2  	The Company hereby warrants that it is not in breach of, and has not
incurred or
become subject to, any civil or criminal liability under any Environmental Laws or the
terms of any Environmental Licence and that it has not done or omitted to do anything
which could impose any liability on the Securityholder under any applicable
Environmental Law.
	 
	3.3  	If the Company fails to carry out any of its obligations under clause 3.1 VF may do
so (though without being deemed thereby to be a mortgagee in possession) and may
recover any payments made by it relating thereto from the Company on demand until
which time such payments shall form part of the Secured Liabilities.
	 
	4.  	Enforcement
	 
	4.1  	The powers and remedies conferred on mortgagees by Section 101 of the
LPA shall apply to this Debenture but without the restrictions imposed by
Section 103 of the LPA and the statutory powers of leasing conferred on VF
shall be extended so as to authorise VF to lease and make arrangements for
leases at a premium or otherwise accept surrenders of leases and grant options
as VF shall think expedient and without




HAMMONDS SEPT 03


 









 






	   	the need to observe any of the provisions of Sections 99 and 101 of the LPA. VF may
exercise all powers, authorities and discretions conferred expressly or by implication on
any receiver under this Debenture or by statute or common law.
	 
	4.2  	At any time after the breach by the Company of any of its obligations under this
Debenture or any other agreement with VF (including without limitation, the
Financing Agreement) or if the Financing Agreement becomes terminable by VF or
after request by the Company or on or after the Enforcement Date, VF may by
instrument in writing executed as a deed or under the hand of any director or other
duly authorised officer appoint any person to be a Receiver of such part of the
Charged Property not being the whole or substantially the whole of the Company’s
property, as VF may specify (the “Receivership Assets”). Any such appointment may
be made subject to such qualifications, limitations and/or exceptions (either generally
or in relation to specific assets or classes of asset) as may be specified in the
instrument effecting the appointment. Where more than one Receiver is appointed,
each joint Receiver shall have power to act severally, independently of any other joint
Receivers, except to the extent that VF may specify to the contrary in the
appointment. VF may remove any Receiver so appointed and appoint another in his
place.
	 
	4.3  	A Receiver shall be the agent of the Company in respect of which he is appointed and
the Company shall be solely responsible for his acts or defaults and for his
remuneration.
	 
	4.4  	A Receiver shall have the power to do or omit to do on behalf of the Company
anything which the Company itself could do or omit to do if the Receiver had not
been appointed, notwithstanding the liquidation of the Company. In particular (but
without limitation) a Receiver shall have power to:






	 	(a)  	take possession of, collect and get in the Receivership Assets and, for that
purpose, to take such proceedings as may seem to him expedient;
	 
	 	(b)  	sell or otherwise dispose of the Receivership Assets by public auction or
private auction or private contract or, in Scotland, to sell, feu, hire out or
otherwise dispose of the Receivership Assets by public roup or private
bargain;
	 
	 	(c)  	raise or borrow money and grant security therefor over the Receivership
Assets;
	 
	 	(d)  	appoint a solicitor or accountant or other professionally qualified person to
assist him in the performance of his functions;
	 
	 	(e)  	bring or defend any action or other legal proceedings in the name and on
behalf of the Company;
	 
	 	(f)  	refer to arbitration any question affecting the Company;




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	 	(g)  	effect and maintain insurances in respect of the business and properties of the
Company;
	 
	 	(h)  	use the Company’s seal;
	 
	 	(i)  	do all acts and to execute in the name and on behalf of the Company any
deed, receipt or other document;
	 
	 	(j)  	draw, accept, make and endorse any bill of exchange or promissory note in
the name and on behalf of the Company;
	 
	 	(k)  	appoint any agent to do any business which he is unable to do himself or
which can more conveniently be done by an agent and power to employ and dismiss
employees;
	 
	 	(l)  	do all such things (including the carrying out of works) as may be necessary
for the realisation of the Receivership Assets;
	 
	 	(m)  	make any payment which is necessary or incidental to the performance of his
functions;
	 
	 	(n)  	carry on the business of the Company;
	 
	 	(o)  	establish Subsidiaries of the Company;
	 
	 	(p)  	transfer to Subsidiaries of the Company the whole or any part of the business
or Receivership Assets;
	 
	 	(q)  	grant or accept a surrender of a lease or tenancy of any of the Receivership
Assets, and to take a lease or tenancy of any properties required or convenient for
the business of the Company;
	 
	 	(r)  	make any arrangement or compromise on behalf of the Company in respect of the
Receivership Assets;
	 
	 	(s)  	call up any uncalled capital of the Company;
	 
	 	(t)  	rank and claim in the bankruptcy, insolvency, sequestration or liquidation of
any person indebted to the Company and to receiver dividends, and to accede to trust
deeds for the creditors of any such person.






	   	He shall also have all powers from time to time conferred on receivers by statute without,
in the case of powers conferred by the Law of Property Act 1925, the restrictions contained
in Section 103 of that Act.
	 
	4.5  	VF may from time to time determine the remuneration of any Receiver and section 109(6) Law
of Property Act 1925 shall be varied accordingly. A Receiver shall be entitled to
remuneration appropriate to the work and responsibilities involved upon





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	   	the basis of charging from time to time adopted by the Receiver in accordance with the
current practice of his firm.
	 
	4.6  	All monies received under the powers conferred by this Debenture shall, subject to
repayment, so far as required, of any claim having priority to this Debenture, be paid or
applied in the following order of priority: -






	 	(a)  	in satisfaction of all costs, charges and expenses incurred and payments made
by VF or the Receiver and of the remuneration of the Receiver;
	 
	 	(b)  	in or towards satisfaction of the Secured Liabilities in such order as VF may
at
its discretion require;
	 
	 	(c)  	as to any surplus (if any) to the person or persons entitled thereto.






	5.  	Further Assurance & Power of Attorney
	 
	5.1  	Upon request by VF the Company will at the Company’s cost immediately sign, seal,
execute, deliver and perfect all deeds and instruments and do all such other acts and
things as VF or any receiver appointed hereunder may require in order to perfect or
enforce the security created by this Debenture or to use the powers given to each of
them in this Debenture.
	 
	5.2  	The Company by way of security hereby irrevocably appoints VF and any Receiver
severally to be its attorney and in its name and on its behalf:






	 	(a)  	to execute and complete any documents or instruments which VF or such
Receiver may require for perfecting the title of VF to the Charged property or
for vesting the same in VF, its nominees or any purchaser;
	 
	 	(b)  	to sign, execute, seal and deliver and otherwise perfect any further security
document referred to in clause 5.1; and
	 
	 	(c)  	otherwise generally to sign, seal, execute and deliver all deeds, assurances,
agreements and documents and to do all acts and things which may be required
for the full exercise of all or any of the powers conferred on VF or a Receiver
under this Debenture or which may be deemed expedient by VF or a Receiver
in connection with any disposition, realisation or getting in by VF or such
Receiver of the Receivership Assets or in connection with any other exercise
of any power under this Debenture and including, but not limited to a power in
favour of any Receiver to dispose for value of any of the assets of the
Company over which such Receiver may not have been appointed and which
are located at real property over which he has been appointed, without being
liable for any losses suffered by the Company.









    6.  
Consolidation



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	   	The restrictions on the right of consolidating mortgages contained in Section 93 of
the LPA shall not apply to this Debenture.
	 
	7.  	Notice of Subsequent Interests
	 
	   	If VF receives notice of any subsequent mortgage, charge, assignment, security or other
interest affecting the Charged Property VF may open a new account or accounts with the
Company. If VF does not open a new account it shall nevertheless be treated as if it had
done so at the time when it received notice and as from that time all payments made by the
Company to VF shall be credited or treated as having been credited to a new account and
shall not operate to reduce the amount secured by this Debenture when VF received such
notice.
	 
	8.  	Additional Security
	 
	   	This Debenture is in addition to and shall not merge or otherwise prejudice or
affect any other right or remedy of VF or any assignment, bill, note, guarantee, mortgage
or other security now or in the future held by or available to VF (whether created by VF or
a third party) in favour of VF in respect of the Secured Liabilities.
	 
	9.  	Currency Indemnity
	 
	   	VF or any receiver appointed by it may, in their absolute discretion, convert any onies
received, recovered or realised under this Debenture from their then existing currency
into such other currency as VF or such receiver may think fit and any such conversion
shall be effected at VF’s bankers then prevailing spot selling rate of exchange for such
other currency against the existing currency.
	 
	10.  	H M Land Registry
	 
	   	The Company certifies that this Debenture does not contravene its Memorandum and Articles
of Association and has been executed in accordance therewith and hereby applies to the
Chief Land Registrar for a restriction to be entered on the Company’s title to any
registered land forming part of the Charged Property in the following terms:
	 
	   	“Except under an order of the Registrar no disposition or dealing by the proprietor of
the land is to be registered without the consent of the proprietor for the time being of
the Charge dated [       ] in favour
of Venture Finance Plc”
	 
	11.  	Suspense Account and Set-Off
	 
	11.1  	VF may at any time and without prior notice to the Company forthwith transfer all or any
part of any balance standing to the credit of any account of the Company with it to any other
account of the Company with it or combine or consolidate the Company’s accounts with, and
liabilities to, it or set-off any liabilities in or towards satisfaction of any of the
Secured Liabilities.





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	11.2  	VF or any receiver appointed by it may at its discretion credit all or any monies
received by it under or in relation to this Debenture to a suspense account and hold such
monies on such account for such period as either thinks fit pending its application in or
towards discharge of the Secured Liabilities.
	 
	12.  	Transfers & Disclosures
	 
	   	The rights and obligations of VF under this Debenture are transferable by VF and
references in this Debenture to VF shall include its successors and transferees. The
Company may not assign, transfer or make any declaration of trust of any of its rights or
obligations under this Debenture. VF may disclose any information about the Company to any
person to whom it is proposing to transfer or has transferred this Debenture.
	 
	13.  	Miscellaneous
	 
	13.1  	No delay or omission on the part of VF in exercising any
right or remedy under this Debenture shall impair that right or remedy or operate as or be taken to be a waiver of
it. Any single, partial or defective exercise of any such right or remedy shall not
prevent the further exercise of that or any other right or remedy.
	 
	13.2  	VF’s rights under this Debenture are cumulative and are not exclusive of any rights
provided by law.
	 
	13.3  	Any waiver by VF of any term of this Debenture or any consent or approval given by
VF under it shall only be effective if given in writing and then only for the purpose
stated and subject to any terms and conditions imposed by VF.
	 
	13.4  	If at any time any one or more of the provisions of this Debenture is or becomes
illegal, invalid or unenforceable in any respect under the laws of any jurisdiction the
legality, validity or enforceability of the remaining provisions of this Debenture shall
not in any way be affected or impaired as a result.
	 
	13.5  	Any certificate signed by a director or other authorised officer of VF as to the amount
of the Secured Liabilities at the date of such certificate shall, in the absence of
manifest error, be conclusive evidence of such amount and a binding obligation of the
Company.
	 
	13.6  	All references in this Debenture to any statute shall be deemed to include reference to
any modification or re-enactment thereof for the time being in force and all references
to clauses and schedules are to those in this Debenture.
	 
	13.7  	The meaning of general words introduced by the word “other” is not to be limited by
reference to any preceding words.
	 
	13.8  	The paper on which this Debenture is written is and at all times remains the property
of VF even after the discharge of this Debenture.




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	14.  	Notice
	 
	   	Any notice to or demand upon the Company under this Debenture shall be treated as being
properly served upon it if it is personally handed to one of its directors or to the
Company Secretary or if it is delivered or sent by letter to the Company at its registered
office or its principal place of business or is sent by facsimile . Such notice or demand
shall be deemed served: -






	 	(a)  	if personally handed to one of the company’s directors or to the
Company
Secretary, when handed over;
	 
	 	(b)  	if sent by first class post on any day, at 10.00 am on the next day (or if
the
next day is a Saturday, Sunday or any date upon which no delivery of letters is
made then at 10.00 am on the next day on which letters are delivered);
	 
	 	(c)  	if sent by facsimile, at the time of despatch (whether or not actually received).






	15.  	Jurisdiction
	 
	   	This Debenture shall be governed by and interpreted in accordance with the laws of England
and the Company hereby submits to the non-exclusive jurisdiction of the English Courts in
connection with any matter arising under it.




IN WITNESS whereof the parties have executed this Deed on the date shown on page one.



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SCHEDULE 1




	 	 	 	 	 
	Company Name:
	 	Oilgear Towler Limited	 	 
	 
	 	 	 	 
	Company No:
	 	00565938	 	 
	 
	 	 	 	 
	Registered Office:
	 	Electraulic Works	 	 
	 
	 	Oaklands Road	 	 
	 
	 	Rodley	 	 
	 
	 	Leeds	 	 
	 
	 	West Yorkshire	 	 
	 
	 	LS13 1LG	 	 






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SCHEDULE 2




[Freehold and Leasehold Property Details]




	 	 	 	 	 	 	 
	1.

	 	Registered Land	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	London and District Borough/County
	 	Title Numbers
	 	 
	

	 	Description	 	 	 	 
	 
	 	 	 	 	 	 
	2.

	 	Unregistered Land	 	 	 	 






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SCHEDULE 3




[Plant and Machinery Details]




DEPARTMENT EVALUATION
SUMMARY 
The Oilgear Company

Towler LTD.

Oaklands Road

Leeds, United Kingdom



Saw Shed



575 1- Missler Model DEB280 Horizontal Band Saw, S/N 14122, (1988); with Compucut Controls;
Coolant Filtration System; and Roller Conveyor Bar Feed



576 1- Missler Model DEB280 Horizontal Band Saw, S/N 19172, (1989); with Compucut Controls;
Coolant Filtration System; and Roller Conveyor Bar Feed



577 1- Alpha Midsaw-Type Horizontal Band Saw, S/N E8392; with Roller Conveyor Bar Feed



578 1- Lot of Minor Machine Shop Equipment, To Include: Pressure Test Rig; RJH Bandfacer; Lifting
Equipment; Trade Furnishing; and Fittings



Bar Storage



579 1- Lot of Machine Shop
Equipment, To Include: (1) Pratt & Whitney Model B 6" Stroke Slotting
Machine, S/N 386



(1) Kendall & Gent Hydraulic Horizontal Broaching Machine, S/N 631160



(-)
Trade Furnishings and Fittings



Low Bay Machine Shop



580 1- Snow Vertical Spindle
Rotary Surface Grinder, Asset #14C; 1,000 rpm Spindle Speed; with
60"
x 16" Magnetic Chuck, S/N 8000, (1979); (2) Fume Extraction Systems; Hydraulic Power Pack; and
wCoolant Filtration System



581 1- Blanchard Vertical Spindle Rotary Surface Grinder, S/N 13122, Asset #14B, (1969); 1,435 rpm
External Motor; with 16"D Magnetic Chuck, S/N 13122, (1969); and Coolant Filtration System



582 1- Elliott Model 1018 Surface Grinder, Asset #14G; with 18" x 10" Magnetic Chuck, S/N
103367182; Diaform Wheel Forming Attachment, S/N 2699/5/2, (1976); and Coolant Filtration System



583 1- Cincinnati Centerless Wheel Grinder, S/N 2M8H5VE/7, Asset #13A, (1969); 1,240 rpm
External Motor; with Hydrocyclone Coolant Filtration System



584 1- Jones & Shipman
Model 1052 Cylindrical Grinder, S/N BO 91782, Asset #11B, (1976);
1,200/1,470 rpm; with Darenth Coolant Filtration System



585 1- Jones & Shipman Model 1051 Cylindrical Grinder, S/N BO 79823, Asset #11B, (1976); 1,470
rpm External Motor, 23,150 rpm Internal Motor



HAMMONDS SEPT 03


 









 







586 1- Matrix Cylindrical Grinder, Asset #11C; with 1,790 rpm External Motor; 30,000 rpm Internal
Motor; Darenth Coolant Filtration System; and Marposs Dual Gauge Sizer



587 1- Harrison Model M300 Center Lathe; 13" Swing x 25" Between Centers



588 1- Kummer Freres Model Type K20 Twin-Head Slipper Turning Machine, S/N 8089, Asset #13K,
(1977)



589 1- Ward Model No. 3DS Capstan Lathe, S/N WRC 480, Asset #3B; with Coolant Filtration System



590 1- Harrison Model M350 Center Lathe; 16" Swing x 40" Between Centers; with Hepworth
Hydraulic Copying Attachment; Coolant Filtration System; and Acu-Rite Digital Readout



591 1- Harrison Model M300 Center Lathe, Asset #1B; 13" Swing x 25" Between Centers; with
Hepworth Hydraulic Copying Attachment; and Coolant Filtration System



592 1- Boehringer Model VDF Type E560 Center Lathe, S/N 2477-07, Asset #2F, (1975); with
Hydraulic Copying Attachment; and Coolant Filtration System



593 1- Herbert Model 9C-30 Combination Turret Lathe, Asset #3E; with Coolant Filtration System



594 1- Ward Model No. 7D Combination Turret Lathe, Asset #3D; with Coolant Filtration System



595 1- Voest-Alpine/Weipert Model WNC 500 S CNC Turning and Machining Center, S/N 0850 4601,
Asset #3V, (1986); with Kelch Type ATC-E15/40S Automatic Tool Changer; Siemens Model
Sinumerik System 8 Controls; Kuikka

Guards; and Knoll Type 225 S-2 Swarf Extraction System, S/N 80.8947



596 1- SMT-Pullmax Model Swedturn 10 CNC Turning Center, S/N 28-530646-32, Asset #3S, (1977);
1,500 rpm, 250mm Swing x 1,000mm Between Centers; with SMT Model CNC220 Controls; and
Samefa Coolant Filtration/Swarf

Extraction System, S/N 1-40190, (1978)



597 1- Haas Model VF-2 CNC Vertical Machining Center, S/N 11526, Asset #6F, (1997); 15 hp High
Torque, 710 rpm Brushless Servos, 762mm x 406mm x 508mm; with Haas CNC Controls; Coolant
Filtration System; and

Compressed Air Booster Unit



598 1- Mazak Model Slant Turn 35-ATC m/c CNC Slant Bed Lathe, S/N 75672, Asset #3Y, (1988);
3,000 rpm Spindle Speed; with Multifeed Model MLI Short Magazine CNC


Bar Feed, S/N 003741, (1999); Mazatrol Model CAM T-3 CNC Controls; Tsubakimoto-Mayfran Type
160V9ST-DN Chip Tote Swarf Conveyor, S/N MF860754; and Kitigawa Chuck



599 1- Mazak Model Super Quick Turn 250M CNC Slant Bed Lathe, S/N 320140397, Asset #3M,
(1998); 4,000 rpm Spindle Speed, 300mm Machine Diameter; with Multifeed Model MLI Short
Magazine CNC Bar Feed, S/N 003552,

(1998); Mazatrol Model T-Plus CNC Controls; and FSE Coolant Filtration/Swarf Extraction System,
S/N 12330.98



600 1- Asquith Model ODI Elevating Arm Radial Drill, S/N 11560, Asset #14C, (1956); 1,220 rpm
Maximum Spindle Speed, 4'6" Radius; with T-Slot Box Table; Drill Check Attachment; and Coolant
System



601 1- Pollard Model 15EX 4-Spindle Pillar Drill, S/N 23553D, Asset #5A, (1967); 1,465 rpm; with
Elevating Table, 48" x 15"




HAMMONDS SEPT 03


 









 







602 1- Churchill Model S815.5A Vertical Rigid Gear Hobber, S/N 10360.64.12, Asset #8A, (1964);
with Electraulic Type 632-001 Work Clamp



603 1- FOP Model Type FNB-26 Vertical Milling Machine, S/N 320, Asset #10A, (1965)



604 1- SMT Aberie Universal Milling Machine, Asset #10D.2; with 1,050mm x 260mm Table; and
Inclined Sliding Head



605 1- Parkson Model No. 2N Horizontal Milling Machine, S/N 73184R91, Asset #10D, (1973); 2,000
rpm; with Vertical Milling Attachment



606 1- Parkson Model No. 2N Horizontal Milling Machine, S/N 73383, Asset #10D, (1973); 1,500 rpm



607 1- Sundstrand Model C2 Rigidmil Horizontal Milling Machine, S/N 5041; with Traversing
Worktable, 78" x14"



608 1- Jones & Shipman Model 540 Surface Grinder, S/N 64796, (1968); 3,000 rpm Spindle Speed;
with 18" x 6" Magnetic Chuck; and Coolant System



609 1- Clarkson Tool & Cutter Grinder, S/N 9854; 12" x 6" Capacity, 3,600 rpm External Motor



610 1- Brierley Tool Grinder; with Dust Collector 200



611 1- Abwood Double-Ended Wet Tool Grinder, S/N 539; 2,500 rpm; with Coolant System



612 1- Cincinnati Milacron Model No 2 Tool & Cutter Grinder, S/N CG 2MT 30545; 6,350 rpm; with
Spenstead Dust Collector



613 1- Cincinnati Milacron Model No. 2 TCG Tool & Cutter Grinder, S/N CK7108-1, (1971)



614 1- Jones & Shipman Model 1305 Cylindrical Grinder; 10” Swing x 40” Between Centers, 2,300
rpm External Motor, 22,000 rpm Internal Motor; with Coolant Filtration System



615 1- Herbert Hunt Model DG 100 Tool Grinder, S/N 8104, (1978); with Bar Feed Attachment; and
Coolant System



616 1- Hilger Universal Measuring Projector, S/N TT777.4/480



617 1- Electro-Arc Model 2SE Metal Disintegrator Spark Erosion Tap Extractor, S/N 6582



618 1- Lot of Factory and Support Equipment, To Include: Stedall Diamond Tool Lapper; Bench-
Mounted Bandfacer; Vanco Bench-Mounted Belt Linishers; J&S Arbor Press; Bench-Mounted Buffer;
Jones & Shipman Cone Center

Lapping Machine; Mylap 2-Section Roller Lapping Machine; Double-Ended Grinder, with Stand;
Hydraulic Press; Double-Ended Pedestal Grinder; (2) Herbert Model B Pin Drills; Inspection and
Quality Control Equipment;
 Lifting Equipment; and Trade Furnishings and Fittings



Works Offices



619 1- Lot of Office Furniture and Business Machines, To Include: (10) Computers; (2) Printers;
Canon Model IR3500 Document Centre; Facsimile Machine; and Office Furniture; (Located In Open
Plan Office And (1) Private

Office)


HAMMONDS SEPT 03



 









 







Heat Treatment



620 1- Lot of Heat Treating Equipment, To Include: (1) Wild Barfield Model GC 1632 Electric Sealed
Nitriding Furnace, S/N AF 5116N; 1,000°C(1) Sfeat-Kasnit Type MR3 Electric Annealing Furnace, S/N
Z1944; 10 kW (1) Kasenit Gas-Fired Annealing Furnace, S/N 24894 (2) Electric Pre-Heating
Furnaces; 24"D Internal

Motor (1) Roto Finish Water Tank (1) Barlow Whitney Electric Oil Tempering Tank (-) Lifting
Equipment (-) Trade Furnishings and Fittings



High Bay Machine Shop



621 1- WMW Union Model BFT 80/2 Horizontal Boring Machine, Asset #7B; 1,600mm X-, 1,000mm
Y-, and 1,850mm Zaxis Travel, 1,120mm x 1,000mm Table; with Thorn Automation Digital Readout



622 1- Cincinnati Milacron Model T10 CNC Horizontal Machining Center, S/N 7010D03 85 0011,
Asset #7K, (1985); with Acramatic Model 900 Controls; 128-Position Automatic Tool Changer; 8-
Position Rotary Indexing Table; and

Swarf Extraction System



625 1- Shibaura/Toshiba Model BMC 125W CNC Dual-Table Horizontal Machining Center, S/N
143411, Asset #7L, (1985); with Tosnuc Controls; 60-Position Automatic Tool Changer; (2) Traversing
Worktables, 1,250mm x

1,250mm; Enomoto Coolant Filtration and Swarf Extraction System; Hydra-Jet Filtration Unit; (2)
Hydraulic Power Packs; and Daikin Oil Temperature Controller



626 1- LK Vector Model G80
Coordinate Measuring Machine, S/N G8110, (1980); 8' x 5' Granite
Table; with Renishaw Model PH5 Probe Computer; and Printer



627 1- De Vlieg/Gildemeister Model Type EGS-2040-002 Optical Toolsetting Gauge, S/N 68-11-588,
(1987); with Haidenhain 2-Axis Digital Readout; Printer; and Stand



628 1- Marbaix Model 77AS Metal Disintegrator Spark ErosionTap Extractor, S/N 7-7117



629 1- Lot of Machine Cutting Tools



630 1- Lot of Lifting Equipment



631 1- Lot of Trade Furnishings and Fittings



Test Bay



632 1- Lot of Test Bay Equipment, To Include: (1) Universal Valve Test Rig; with Pumps; Valves;
Piping; and Controls (1) Universal Pump Test Rig; with Motors; Valves; Piping; and Controls (1)
Special Purpose Hydraulic Motor Test Rig; with

Valves; Piping; and Controls (4) Pump Test Rigs; Each with Motor; Valves; Piping; and Controls (1)
Special Purpose Flow and Pressure Test Rig; with

Pumps; Valves; Piping; and Controls (1) Universal Valves and Hydraulic Motors Test Rig; with
Motors;

Valves; Piping; and Controls (1) Centralized Fluid Pumping Installation; Serving Test Bays; with
Centrifugal Filter System;

Enclosed Steel Tanks; Pumps; Valves; Piping; and Controls



634 1- Lot of Trade Furnishings and Fittings



635 1- Lot of Test Bay Equipment, To Include: (1) Universal Valves and Hydraulic Motors Test Rig;
with Motors; Pumps; Valves; Piping; and Controls



HAMMONDS SEPT 03




 









 







(1) Portable Universal Valves and Hydraulic Motors Test Rig; with Motorized Pump; Oil Tank;
Valves; Piping; and Controls (1) Hydraulic “D” Pump Test Rig; with Motors; Pump; Valves; Piping;
and Controls



636 1- Lot of Lifting Equipment, To Include: Demag 5,000-kg Pendant-Controlled Electric Overhead
Traveling Crane, 20’ Span, 60’ Travel, with (2) Runway Rails, 60’L, and Supports



637 1- Lot of Test Bay Equipment, To Include: (1) Special Purpose Large Hydraulic Pump Test Rig;
with Motor; Valves; Piping; and Controls (1) Special Purpose Small Hydraulic Pump Test Rig; with
Motor; Valves; Piping; and Controls



Development Test Bay



638 1- Lot of Development Test Bay Equipment, To Include: (1) Concrete Block Built Soundproof Test
Chamber; with Hydraulic Pump Test Rig, with Motor, Valves, Piping, and Controls (6) Hydraulic Pump
Test Rig; with Motors; Pump;

Tank; Valves; Piping; and Controls (1) General Purpose Fatigue Test Rig; with Motors; Pump; Valves;
Piping; and Controls (1) Hydraulic Pump Test Rig; with Motors; Pump; Tank; Valves; Piping; and
Controls (5) Special Fluid Hydraulic Pump Test Rigs; Each with Motor; Tank; Valves; Piping; and
Controls

(1) Centralized Fluid Pumping Installation Serving Test Bay; with Heenan Marley Single-Fan Water
Cooler, Order Number KA-10160; Tanks; Pumps; Valves; Piping; and Controls



639 1- Lot of Laboratory Equipment, To Include: Test Blocks; Micro Movements Model M12-150A
Tester; Ultraviolet Recorder; Step Counter; Power Supply; etc.



640 1- Lot of Lifting Equipment, To Include: Abacus 5-Ton Pendant-Controlled Electric Overhead
Traveling Crane, 18' Span x 75' Travel, with (2) Runway Rails, 75'L



641 1- Lot of Trade Furnishings and Fittings



642 1- Lot of Factory and Support Equipment, To Include: (3) Universal Test Beds, Each with Valves,
Piping, and Controls; (2) Hydraulic Pumping Sets, Serving Test Beds, Each with Tank, Motors,
Pumps, Valves, and Piping



643 1- Lot of Trade Furnishing and Fittings



Assembly Area



644 1- Lot of Minor Machine Shop Equipment, To Include: (1) Double Column Counterbalanced
Hydraulic Press (1) Edwards Arbor Press (1) North Fly Press

(1) Denison Mandrel Press (1) Apex Computer-Controlled Engraving Machine

(1) Bench Drill (1) Double-Column Hydraulic Press (1) RJH Double-Ended Polisher (1) Progress
Model No.1 Bench Drill (2) Degreasing Baths (1) Jones & Shipman Arbor Press (1) Double-Ended
Bench Grinder (1) Anglia Power Bend Model CB 76 Pipe Bender, S/N C233.8.96 (1) Mec Brown
Model 77 Cut-Off Saw

(1) Wespa Horizontal Band Saw (1) Joshua Heap Radial Pipe Threading Machine, S/N 5105 UB (1)
Aqua/Pneumatic Cleaning Bath; with Fume

Extraction System (1) Bode Rotary Table Welding Positioner (1) Murex Model Transarc DC400
Welder (1) Migatronic Model HFP201 Welder (1) Defuma Fume Eliminator (1) Fel-Electric Crack
Detector, S/N 184/2466 (2) Errington X-Ray Film Processing Cabins; Each with Philips X-Ray Unit;
Wallac Geiger Counter;


Development Unit; and Film Dryer (-) Lifting Equipment (1) Trade Furnishings and Fittings



645 1- Lot of Trade Furnishings and Fittings



Print Room


HAMMONDS SEPT 03



 









 







646 1- Lot of Printing Machines, To Include: (2) 3M Enlarging Machines; Microfiche Viewer;
Cabinets;
and Readers



Dispatch Bay



647 1- Lot of Minor Machine Shop Equipment, To Include: (1) Wadkin Bursgren Model 12AGS
Circular Saw Bench, S/N 65989; with DeWalt Mobile Dust

Extractor (1) Hilmor Model Type RH3 Hydraulic Pipe Bender, S/N 3213

(1) Pollard Corona Model 130/A Pillar Drill, S/N 26634E; 2,920 rpm Spindle Speed (1) Instapak Model
808 Polyurethane Packing System; with Drum Pumps

(1) Salter Digital Scale; with Remote Plate (1) Avery Model Type 3207 ABA Sliding Weight Scale (1)
RJH Bandfacer (1) Vanco Bench-Mounted Belt Linisher

(1) Middleton 10-Ton Electric Overhead Traveling Crane



648 1- Lot of Trade Furnishings, Fittings, and Computer Equipment



Cleaning Bay



649 1- Abrasive Developments Model Autoflow Vaqua Blast Cleaning Cabinet, S/N 4749



650 1- Lot of Lifting Equipment, Trade Furnishings, and
Fittings



Blast Cleaning Room



651 1- Grayson Bead Blast Cleaning Cabinet



Cleaning Bay



652 1- Lot of Cleaning Equipment, To Include: (1) Turbex Type 1100 Rotary Parts Washer, S/N
862298 (1) Controlled Equipment Electrically Heated Crocell

Tank (1) Allied Chemicals Degreaser; with 24" x 24" Tank (1) Degreasing Bath

(1) Amity Leksol Degreasing Bath; with Fume Extraction



Honing and Lapping



653 1- Delapena Model VHM3C Vertical Honing Machine, S/N 184; 550 rpm Spindle Speed; with
Coolant System



654 1- Jones & Shipman Model 761 Vertical Honing Machine, S/N 122; with MSE Coolant System;
Hydraulic Power Pack; and 24" x 18" Table



655 1- Raybrook Model 350 Horizontal Precision Honing Machine, S/N 69/4



656 2- Delapena Bench-Mounted Honing Machines Each Value:



657 1- Flexibox Planetary
Lapping Machine; with 40"D Table; and 3"W x 18"D Sleeves



658 1- Lot of Trade Furnishings and Fittings



Compressed Air Equipment



659 1- Lot of Compressed Air Equipment, To Include: (1) Fluidair Rotapak Model RP4 135 Packaged
Air Compressor Set, SN 40326; 100 psi/7-Bar (1) Fluidair Rotapak Model 105 RP105L23 Packaged
Compressor Set, S/N 18829; 115 psi/8-Bar (1) Hiross Model MDA 09A Refrigerated Air Dryer (1)
Gardner-Denver Model GDW-10 Oil/Water Separator; with Vertical Air Receiver


HAMMONDS SEPT 03



 









 







Electrical Department



660 1- Lot of Minor Workshop Equipment, To Include: Strands Pillar Drill; Startrite Mercury Pillar
Drill; Mec Brown Model 77 Cut-Off Saw; Bench Shears; Darling Pantograph Engraver; and Trade
Furnishings and Fittings



Main Office



661 1- Lot of Office Furniture and Business Machines, To Include: (4) Servers; (7) Hubs; (2)
Routers;
Switch; Castelle Model Faxpress 3500 Fax Server; Watchguard Model Firebox 700 Firewall and VPN
Security Appliance;

IBM Line Printer; Plotter; (3) Minor Printers; Brother Model M 4318 Printer; (40) Personal
Computers; Telephone System; OCE Model 3000 Scanner; OCE Model TDS400 Plotter; Canon Model IR 3300
Document Centre; Canon Model IRC 2105 Document Centre; and Office Furniture, To Include: Desks,
Cupboards, Filing Cabinets, Chairs, Racks, etc.



Standby Generator House



662 1- Standby Generator, To Include: Lister Blackstone Type ER6 Diesel Engine, S/N ER6LR 64A;
and Brush Generator, S/N 576293, (1973), 291.25 kva;



Rolling Stock



663 1- TCM Model FCG25N6
4,600-Lb. Capacity LP Gas Lift Truck, S/N 48803765; 189" Maximum
Lift



664 1- Caterpillar Model T50
5,000-Lb. Capacity LP Gas Lift Truck, S/N 7N242; 144" Maximum Lift



665 1- Conveyancer Model TC6PCSS 6,000-Lb. Capacity LP Gas Lift Truck, S/N 34820042



666 1- Conveyancer 6,000-Lb. Capacity LP Gas Lift Truck



667 1- Lansing Bagnall Model
FRER3'30'24'TL'TM 3,000-Lb. Capacity Electric Stacker Reach Truck,
S/N 6100904; 174' Maximum Lift



Throughout Plant



668 1- Lot of Miscellaneous Multi-Department Equipment, To Include:

(1) Chemical Store & Laboratory Equipment and Furnishings (1) Spray Shop Furnishings and Fittings

(1) Inspection Area Equipment and Furnishings

(1) Stores Department Racking and Equipment (1) Standards Room Equipment

(1) Quality Control Equipment and Furnishings (1) Goods Inward Equipment and Furnishings (1)
Maintenance Department Equipment (1) Electronics Laboratory Equipment (1) Canteen Equipment
and Furnishings (1) First Aid Room and Offices Equipment (1) Open Yards Equipment and
Furnishings



HAMMONDS SEPT 03


 









 








SCHEDULE 4




[Financing Agreement Details]



The Agreement for the Purchase of Debts entered into between the Company and VF having
a Commencement Date of January 28 2005



The Plant & Machinery
Loan Agreement entered into between the Company and VF dated January 28 2005



The Stock Loan Agreement
entered into between the Company and VF dated January 28 2005


HAMMONDS SEPT 03



 









 








SCHEDULE 5




[Company’s Bank Details]




	 	 	 	 	 
	Name:
	 	Venture Finance PLC	 	 
	 
	 	 	 	 
	Branch:
	 	HSBC Bank plc	 	 
	 
	 	60 The Broadway	 	 
	 
	 	Haywards Heath	 	 
	 
	 	West Sussex RH16 3AR	 	 
	 
	 	 	 	 
	Sort Code:
	 	40-23-27	 	 
	 
	 	 	 	 
	Account No:
	 	61228676	 	 






HAMMONDS SEPT 03



 









 





IN WITNESS WHEREOF the parties hereto have executed this deed in the manner hereafter
appearing and have delivered it on the date shown on page one





	 	 	 	 	 	 	 	 	 
	EXECUTED AND DELIVERED AS A DEED by	 	 	)	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ DAVID RICHARD
KELSEY	 	 	)	 	 	 
	

	 	 	 	 	 	 	 	 
	as Attorney for VENTURE FINANCE PLC	 	 	)	 	 	 
	in the presence of:-	 	 	)	 	 	 
	 
	 	 	 	 	 	 	 	 
	/S/ Paul Apps	 	 	)	 	 	 
	

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address of Witness	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED AND DELIVERED AS A DEED	 	 	)	 	 	 
	

	 	 	 	 	)	 	 	 
	 
	 	 	 	 	 	 	 	 
	BY Oilgear Towler Limited	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	)	 	 	 
	acting by* /s/ A.
Normington	 	 	)	 	 	 
	

	 	 	 	 	 	 	 	 
	(Director)	 	 	)	 	 	Signature of Director
	 
	 	 	 	 	 	 	 	 
	and* /s/ W. D.
WHITEHEAD	 	 	)	 	 	 
	

	 	 	 	 	 	 	 	 
	(**Director/Company Secretary)	 	 	)	 	 	Signature of Director/Company
	

	 	 	 	 	 	 	 	Secretary
	 
	 	 	 	 	 	 	 	 





HAMMONDS SEPT 03