<PAGE>

                                                                    Exhibit 4.10



                               Dated 15 May 2001



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


                                      and


                        THE ROYAL BANK OF SCOTLAND, PLC
                              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

<PAGE>

                               TABLE OF CONTENTS

Clause                                                       Page



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

          1.1  Definitions......................................1
          1.2  Interpretation...................................5
          1.3  Credit Agreements................................6
          1.4  Finance Documents................................6

     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...........................9
          3.6  Failure of assignment...........................10
          3.7  Assignment of insurances........................10

     4.   PERFECTION OF SECURITY AND FURTHER ASSURANCE.........10

          4.1  Notice of Assignment............................10
          4.2  Collection of Debts and Related Matters.........11
          4.3  Notice of charge................................11
          4.4  Application to H.M. Chief Land Registrar........12
          4.5  Further Assurances..............................12
          4.6  Charged Shares..................................12
          4.7  Covenants for title.............................13
          4.8  Additions to this Debenture.....................13
          4.9  Security Trustee not to give notice.............13

     5.   GENERAL SECURITY PROVISIONS..........................13

          5.1  Additional Security.............................13
          5.2  Immediate Recourse..............................14
          5.3  Waiver of Defences..............................14
          5.4  Non-Competition.................................15
          5.5  Trust Operation.................................15
          5.6  Rights Attaching to the Securities..............15

     6.   RELEASE OF SECURITY..................................16

          6.1  No discharge of security........................16
          6.2  Release of security.............................16

                                      -i-
<PAGE>

                              TABLE OF CONTENTS
                                 (continued)
<TABLE>
<CAPTION>
Clause                                                                Page
<S>                                                                   <C>
          6.3  Reinstatement.........................................  16

     7.   CONVERSION OF FLOATING CHARGE..............................  17

          7.1  Crystallisation.......................................  17
          7.2  Automatic Crystallisation.............................  17

     8.   REPRESENTATIONS, WARRANTIES AND COVENANTS BY
          THE COMPANIES..............................................  18

          8.1  Due Incorporation.....................................  18
          8.2  Capacity..............................................  18
          8.3  Enforceability........................................  18
          8.4  Authorisations........................................  18
          8.5  Compliance with laws..................................  19
          8.6  Insolvency proceedings................................  19
          8.7  Properties............................................  19
          8.8  Environmental licences................................  19
          8.9  Dangerous substances..................................  20
          8.10 Environmental liability...............................  20
          8.11 Insurance policies....................................  20
          8.12 Charged shares........................................  20

     9.   SPECIFIC COVENANTS.........................................  20

          9.1  Specific covenants....................................  20
          9.2  Intellectual Property.................................  25
          9.3  Evidence of compliance................................  27
          9.4  Limitation on powers..................................  28

     10.  POWER TO REMEDY............................................  28

          10.1 Entry to Property.....................................  28
          10.2 Power to Remedy.......................................  28
          10.3 Insurance.............................................  28
          10.4 Indemnity.............................................  28
          10.5 No Obligation to Remedy...............................  29

     11.  POWERS OF LEASING..........................................  29

          11.1 Prohibition on Exercise of Powers by a Company........  29
          11.2 Powers of Security Trustee............................  29

     12.  ENFORCEMENT................................................  29

          12.1 Event of Default......................................  29
          12.2 Exclusion of Provisions of LPA........................  30
          12.3 Consolidation.........................................  30
</TABLE>

                                      -ii-
<PAGE>

                              TABLE OF CONTENTS
                                 (continued)
<TABLE>
<CAPTION>
Clause                                                                Page
<S>                                                                   <C>
           12.4  Powers of Mortgagee..................................  30
           12.5  Power of Sale........................................  30
           12.6  Exercise of Powers...................................  30

     13.   PROTECTION OF THIRD PARTIES................................  30

           13.1  Protection of Third Parties..........................  30
           13.2  Receipts Conclusive..................................  31
           13.3  Meaning of Purchaser.................................  31

     14.   APPOINTMENT OF RECEIVER....................................  31

           14.1  Appointment..........................................  31
           14.2  Powers...............................................  31
           14.3  Receiver of a Company................................  33
           14.4  Joint Appointment....................................  33
           14.5  No Limit on Powers of Receiver.......................  33
           14.6  Removal..............................................  33
           14.7  Remuneration.........................................  34

     15.   APPLICATION OF PROCEEDS....................................  34

           15.1  Application of Proceeds..............................  34
           15.2  Insurance............................................  34
           15.3  Suspense Account.....................................  34
           15.4  Exclusions...........................................  34

     16.   SECURITY TRUSTEE'S POWERS..................................  34

           16.1  Further Powers.......................................  34
           16.2  Exercise of Powers...................................  35
           16.3  Landlord and Tenants Acts............................  35
           16.4  Entry into Possession................................  35

     17.   POWER OF ATTORNEY..........................................  35
     18.   REDEMPTION OF PERMITTED SECURITY INTERESTS.................  36
     19.   AVOIDANCE OF PAYMENTS......................................  36
     20.   DELEGATION.................................................  37
     21.   PROTECTION OF THE SECURITY TRUSTEE, BANKS AND
           RECEIVER...................................................  37

           21.1  No Liability.........................................  37
           21.2  No Mortgagee in Possession...........................  37

     22.   CUSTODY....................................................  37
     23.   COSTS......................................................  37
     24.   INDEMNITY..................................................  38
</TABLE>
                                     -iii-
<PAGE>

                              TABLE OF CONTENTS
                                 (continued)
<TABLE>
<CAPTION>
Clause                                                                Page
<S>                                                                   <C>
          24.1   General Indemnity...................................  38
          24.2   Indemnity for Breach................................  38

     25.  SET-OFF....................................................  38

          25.1   Set-off.............................................  38
          25.2   Security Trustee may effect Set-off or Transfer.....  39
          25.3   Meaning of Rights under General Law.................  39

     26.  NOTICES....................................................  39

          26.1   Form................................................  39
          26.2   Made................................................  39
          26.3   Language............................................  39

     27.  TRANSFERS..................................................  40

          27.1   Security Trustee....................................  40
          27.2   Company.............................................  40
          27.3   Disclosure..........................................  40

     28.  CURRENCY INDEMNITY.........................................  40

     29.  MISCELLANEOUS..............................................  40

          29.1   Property of Security Trustee........................  40
          29.2   Security Trustee's Certificate Conclusive...........  40
          29.3   No Waiver...........................................  40
          29.4   Severability........................................  41
          29.5   Counterparts........................................  41
          29.6   Governing Law.......................................  41
          29.7   Submission of Jurisdiction..........................  41
          29.8   Waiver of Objection.................................  41
          29.9   General Consent.....................................  41
          29.10  No Limitation of Right to Court Proceedings.........  42
          29.11  Third Party Rights..................................  42

     30.  ADDITIONAL COMPANIES.......................................  42

          30.1   Joinder of Additional Company.......................  42
          30.2   Construing Agreement................................  42
</TABLE>

SCHEDULE

SCHEDULE 1    THE COMPANIES
SCHEDULE 2    FORM OF DEED OF ACCESSION
SCHEDULE 3    CHARGED SHARES

                                      -iv-
<PAGE>

                              TABLE OF CONTENTS
                                 (continued)
<TABLE>
<CAPTION>
Clause                                                                Page
<S>                                                                   <C>

SCHEDULE 4  FORM OF NOTICE TO COUNTERPARTIES OF ASSIGNED AGREEMENTS
SCHEDULE 5  GUARANTEES
SCHEDULE 6  PROPERTIES
SCHEDULE 7  ADDITIONAL ASSIGNED AGREEMENTS
SCHEDULE 8  FORM OF NOTICE OF CHARGE
SCHEDULE 9  SPECIAL ACCOUNTS
</TABLE>
                                      -v-
<PAGE>

THIS DEBENTURE is made the    day of May 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.   THE ROYAL BANK OF SCOTLAND, PLC as Security Trustee for the Banks (as
     defined below) (the "Security Trustee").

                                   RECITALS

WHEREAS:

1.   Pursuant to the Credit Agreements, RBS and NatWest (the "Banks") have
     agreed to make loan and other facilities to the borrowers under the Credit
     Agreement (the "Borrowers");

2.   The Parent and certain of its subsidiaries and affiliates have executed and
     delivered guarantees of certain obligations under the Credit Agreements;

3.   The Banks have no obligation at the present time to make additional Loans
     under the Credit Agreements;

4.   In consideration for additional Loans, or other financial accommodation
     heretofore or hereafter made to the Borrowers under or in connection with
     the Credit Agreements, 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, 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" means APW Ltd, a company incorporated in Bermuda;

     "APW Counter Indemnity" means a counter indemnity granted by APW Ltd in
     favour of NatWest and dated 26 April 2001;

     "APW-Denmark" means APW Holdings Denmark APS, a Danish corporation;
<PAGE>

     "APW Group" means APW and its subsidiaries and affiliates as may be the
     case from time to time;

     "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;

     "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 4 May 2001 and made between APW,
     APW-NA, APW-Denmark, various financial institutions, Bank One NA, as
     syndication agent, The Chase Manhattan Bank as documentation agent and Bank
     of American, NA, as administrative agent;

     "Credit Agreements" mean the RBS Facility and the NatWest Facility (as
     amended and restated, supplemented or modified from time to time);

     "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 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;

                                      -2-
<PAGE>

     "Default Rate" means the applicable rate determined pursuant to Clause 4.9
     (Overdue Payments) and Clause 17 (Default Interest) of the Natwest Facility
     and the RBS Facility respectively;

     "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 Clause 16 of the RBS
     Facility and Clause 14 of the NatWest Facility;

     "Finance Documents" mean the UK Finance Documents and the US Finance
     Documents.

     "Guarantee" means any Guarantee which each Company has either executed and
     delivered in favour of RBS  or NatWest (as set out in Schedule 5, marked
     "Existing Guarantees"), or will execute and deliver simultaneously with its
     execution of this Debenture, in favour of the Security Trustee or NatWest
     (as set out in Schedule 5, marked "New Guarantees"), or the Guarantee 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 which, in each case, certain obligations of the Parent and its
     subsidiaries and affiliates are irrevocably, unconditionally and absolutely
     guaranteed in full by such Company;

     "Guaranties" means the guaranties which each APW Group company incorporated
     in the USA, has or will execute and deliver in favour of the Security
     Trustee in accordance with Clause 17 (Guarantees and Release of Guarantees)
     of the RBS Facility and Clause 17 (Guarantees and Release of Guarantees) of
     the NatWest Facility in respect of the obligations of their UK affiliates
     under or in respect of their obligations under or in respect of the UK
     Finance Documents;

                                      -3-
<PAGE>

     "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, NA, as administrative agent
     under the Multicurrency Credit Agreement, RBS, as agent for itself and
     NatWest, RBS in its capacity as Security Trustee under this Debenture, the
     companies listed in Schedule 1, and RBS and NatWest;

     "LPA" means the Law of Property Act 1925;

     "Multicurrency Agreement" means an amended and restated Multicurrency
     Credit Agreement dated as of 15 May 2001 (as amended, amended and restated,
     supplemented or modified from time to time) between APW as borrower, the
     various financial institutions (together) with their respective successors
     and assigns), collectively the banks (as defined therein), Bank One N.A. as
     syndication agent, The Chase Manhattan Bank as documentation agent and Bank
     of America N.A. as administrative agent;

     "NatWest" means the National Westminster Bank Plc;

     "NatWest Facility" means the multi-line facility agreement entered into
     between the Parent and certain of its subsidiaries and affiliates dated 20
     April 2000 (as subsequently amended and restated, supplemented or modified
     from time to time);

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

     "Parent" means APW Enclosure Products and Systems Limited, a company
     incorporated in England and Wales with registered number 3618668;

     "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:

                                      -4-
<PAGE>

     (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,
          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;

     "RBS" means The Royal Bank of Scotland Plc

     "RBS Facility" means the facility agreement entered into between the
     Parent, certain of its subsidiaries and the Security Trustee dated 24
     October 1993, as subsequently restated and amended, supplemented or
     modified from time to time;

     "RBS Group Facilities" means together the Credit Agreements and the APW
     Counter Indemnity;

     "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 or an Acceding
     Company, the obligations of such Company or Acceding Company owing or
     incurred by it under the Finance Documents, in each case, whether alone or
     jointly or severally, whether actually or contingently and whether as
     principal, surety or otherwise 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;

                                      -5-
<PAGE>

     "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;

     "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;

     "UK Finance Documents" means each of the Credit Agreements, the
     Intercreditor Agreement, this Debenture, the Guarantees, the APW Counter
     Indemnity, and any other document to be executed in connection with the
     Credit Agreements or the RBS Group Facilities which is not a US Finance
     Document;

     "US Finance Documents" means each of the Guaranties, the US Pledge
     Agreement, the Intercreditor Agreement, the US Security Agreement, US
     Assignment of Security Interest in United States Trademarks and Patents and
     any other document to be executed in connection therewith;

     "US Pledge Agreement" means a pledge agreement dated as of 15 May 2001
     among APW, certain subsidiaries of APW and the Security Trustee, as amended
     or modified from time to time.

     "US Security Agreement" means a security agreement dated as of 15 May 2001
     among APW, certain subsidiaries of APW and the Security Trustee, as amended
     or modified from time to time;

     "US Assignment of Security Interest in United States Trademarks and
     Patents" means an assignment of security interest in United States
     trademarks and patents dated as of 15 May 2001 among APW, certain
     subsidiaries of APW and the Security Trustee, as amended or modified from
     time to time.

                                      -6-
<PAGE>

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 "Finance Document" or any other agreement or instrument is a
                 reference to that Finance 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.

     (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.

1.3  Credit Agreements

     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 Agreements.

1.4  Finance Documents

     For the avoidance of doubt, the parties hereby agree that this Debenture
     and each Guarantee shall constitute Finance Documents executed and
     delivered pursuant to the Credit Agreements and shall (unless otherwise
     expressly indicated herein) be

                                      -7-
<PAGE>

     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 Guarantee.

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 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;

                                      -8-
<PAGE>

          (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 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 Agreements.

     (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

                                      -9-
<PAGE>

          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 Finance 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 Finance Documents or the Assigned Agreements;

          (ii)   enforce payment or performance of any obligations of any Person
                 party to any of the Finance 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 Finance 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 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

                                      -10-
<PAGE>

          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 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.

                                      -11-
<PAGE>

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

     Each Company shall at all times during the subsistence of the security
     created by this Debenture.

     (a)  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

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

     (c)  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 Agreements, 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 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.

     (d)  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

                                      -12-
<PAGE>

          the Special Accounts of the relevant Company in accordance with the
          requirements of their 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.

     (e)  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 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. [   ]."

                                      -13-
<PAGE>

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;

     (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 15 May 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 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.

                                      -14-
<PAGE>

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) 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:

                                      -15-
<PAGE>

     (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,
          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, 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 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

                                      -16-
<PAGE>

     (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; and

          (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.

     (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.

                                      -17-
<PAGE>

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 Agreements) prior to the Discharge Date
     but in accordance with the Credit Agreements, 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 Agreements 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.

     (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.

                                      -18-
<PAGE>

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 Agreements) or being disposed of contrary to the provisions
          of this Debenture or the Credit Agreements; 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.

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.

                                      -19-
<PAGE>

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 under the laws of
     England and Wales (including the obtaining of any necessary consents or the
     like) 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

     (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;

                                      -20-
<PAGE>

     (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.

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.

                                      -21-
<PAGE>

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 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 interest 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 disposing of obsolete machinery if permitted
                      by the Credit Agreements;

               (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

                                      -22-
<PAGE>

                      faith and of 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 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 Finance 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

                                      -23-
<PAGE>

                      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;

        (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

                                      -24-
<PAGE>

                      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

        (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

                                      -25-
<PAGE>

               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)

               (ii)   upon the request of the Security Trustee place and
                      maintain on each item of Tangible Movable Property the net
                      book value of which exceeds (pound)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

               (iii)  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

                                      -26-
<PAGE>

               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 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 Agreements 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);

                                      -27-
<PAGE>

               (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 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

                                      -28-
<PAGE>

               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 Agreements 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 Agreements 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

               (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.

                                      -29-
<PAGE>

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 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.

                                      -30-
<PAGE>

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,

        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

                                      -31-
<PAGE>

        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.

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.

                                      -32-
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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:

        (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);

                                      -33-
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        (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;

        (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;

                                      -34-
<PAGE>

        (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 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.

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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.

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

                                      -36-
<PAGE>

        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.

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

                                      -37-
<PAGE>

        (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 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)

                                      -38-
<PAGE>

        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;

        (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.

                                      -39-
<PAGE>

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 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.

                                      -40-
<PAGE>

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 telex, 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 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
        Agreements; provided, however, that a Company may not assign any of its
        obligations hereunder without the prior written consent of all Banks.

                                      -41-
<PAGE>

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.

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.

                                      -42-
<PAGE>

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, 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

                                      -43-
<PAGE>

        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 Guarantee 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.

                                      -44-
<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 Guarantee 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.

                                      -46-
<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:  [.]

        Fascimile   [.]

        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]

                                      -47-
<PAGE>

                                  SCHEDULE 8

                           FORM OF NOTICE OF CHARGE

                                   (Part I)
                              (Notice of Charge)

                           [LETTERHEAD OF [       ]]

To:   [       ]

From: [       ] (the "Company")

                                                                          [Date]

Dear Sirs

                           ACCOUNT NO: [           ]
                               NOTICE OF CHARGE

We refer to Account No: [            ] (the "Special Accounts").

We notify you by this letter that we have charged by way of fixed charge,
pursuant to a Debenture entered into by us in favour of [Name of Security
Trustee] (the "Security Trustee") dated [              ] 200[ ] (the
"Debenture"), all monies now or at any time standing to the credit of the
Special Accounts. All terms defined in the Debenture which are used in this
letter shall bear the same meaning as in the Debenture.

A copy of the Debenture [is enclosed for your attention] [has previously been
provided to you] and we request that you take note of its provisions.

We irrevocably and unconditionally instruct and authorise you (but subject to
the provisions of the Intercreditor Agreement at all times after the Security
Trustee has given you notice of an Event of Default which is continuing (an
"Enforcement Notice"):

1.   to disclose to the Security Trustee, without any reference to or further
     authority from us and without any enquiry by you as to the justification
     for such disclosure, such information relating to the Special Accounts,
     the amount from time to time standing to the credit of the same (the
     "Special Account Funds") and the debts represented by the same as the
     Security Trustee may, at any time and from time to time, request;

2.   at any time and from time to time upon receipt by you of any written
     instruction from the Security Trustee, to release any amount of the
     Special Account Funds and to act in accordance with such instruction,
     without any reference to or further authority from us and without any
     enquiry by you as to the justification for such instruction or the
     validity of the same; and

3.   to comply with the terms of any written notice, statement or instrument in
     any way relating or purporting to relate to the Special Accounts, the
     Special Account Funds or the debts represented by the same which you may
     receive at any time and from time to time from the Security Trustee,
     without any reference to or further authority from

                                      -56-
<PAGE>

     us and without any enquiry by you as to the justification for such notice,
     statement or instruction or the validity of the same,

provided that until you receive any such Enforcement Notice we shall be entitled
to deal with the Special Account Funds and the Special Accounts as we see fit.

We agree that:

(a)   in the event of any conflict between communications received from us and
      from the Security Trustee, the communication from the Security Trustee
      shall prevail;

(b)   none of the instructions, authorisations and confirmations in this notice
      can be revoked or varied in any way except with the Security Trustee's
      prior written consent; and

(c)   you are authorised to disclose any information in relation to the Special
      Accounts to the Security Trustee at the Security Trustee's request.Please
      acknowledge receipt of this notice, and confirm your agreement to it, by
      executing and returning to the Security Trustee at [             ] marked
      for the attention of [             ] an original acknowledgement in the
      form attached to this letter.

The instructions, authorisations and confirmations which are contained in this
letter shall remain in full force and effect until we and the Security Trustee
give you notice in writing revoking them.

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

Yours faithfully

 .........................

for and on behalf of
[Name of Company]

cc:    [Company]

                                      -57-
<PAGE>

                                    Part II

                           (Form of Acknowledgement)

                              [LETTERHEAD OF [ ]]

To:     [ ] (the "Security Trustee")

Attn:   [ ]

[Date]



                          ACCOUNT NO: [            ]
                       ACKNOWLEDGEMENT OF NOTICE OF CHARGE

Dear Sirs

We acknowledge receipt of:

(a)     the notice dated [ ] 200[ ] (a copy of which is attached to this letter)
        addressed to us by [Name of Company] (the "Company") regarding Account
        No: [         ] (the "Special Accounts"); and

(b)     the copy of the Debenture (as defined in that notice) [enclosed with
        that notice] [previously provided to us].

All terms defined in the Debenture which are used in this letter shall bear the
same meaning as in the Debenture.

We confirm that subject to the provisions of the Intercreditor Agreement:

1.      we consent to the charge of the Special Accounts and have noted, and
        will act in accordance with, the terms of that notice;

2.      there does not exist in our favour (other than arising at law), and we
        undertake not to create, assert, claim or exercise, any mortgage, fixed
        or floating charge, encumbrance, assignment or other security interest
        of any kind or any agreement or arrangement having substantially the
        same economic or financial effect as any of the above (including any
        rights of counter-claim, rights of set-off or combination of accounts or
        any "hold back" or "flawed asset" arrangement) over or with respect to
        any monies standing to the credit of, or received by us to be credited
        to, the Special Accounts (or any part of the same) save for the netting
        arrangements;

3.      we have not previously received notice of any other assignment or charge
        of the Special Accounts and we are not aware of any interest of any
        third party in any of the monies now or at any time standing to the
        credit of the Special Accounts other than in favour of Bank of America
        as Security Trustee for certain book debts; and

4.      we undertake that, in the event of us becoming aware at any time that
        any Person other than the Security Trustee has or will have any right or
        interest whatsoever in or

                                      -58-
<PAGE>

        has made or will be making any claim or demand or taking any action
        whatsoever in respect of the Special Accounts, we will immediately give
        written notice of the same to the Security Trustee.

We have made the acknowledgements and confirmations and have given the
undertakings set out in this letter in the knowledge that they are required by
the Security Trustee in connection with the security created pursuant to the
Debenture.

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

Yours faithfully

 ............................

for and on behalf of

[Name of Bank]

by [Name of Signatory]



cc:     [Company]

                                      -59-
<PAGE>

Signed as a Deed by APW ENCLOSURE  )
PRODUCTS AND SYSTEMS LIMITED       )
acting by Desmond Doyle and        )
Samantha Kirby

                                                          /s/ Desmond Doyle
                                                          ----------------------
                                                          Director

                                                          /s/ Samantha Kirby
                                                          ----------------------
                                                          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

                                      -1-
<PAGE>

Signed as a Deed by APW ENCLOSURE  )
SYSTEMS HOLDINGS LIMITED acting    )
by Desmond Doyle and               )
Samantha Kirby

                                                          /s/ Desmond Doyle
                                                          ----------------------
                                                          Director

                                                          /s/ Samantha Kirby
                                                          ----------------------
                                                          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

                                      -2-
<PAGE>

Signed as a Deed by APPLIED POWER  )
LIMITED acting by Desmond Doyle    )
and Samantha Kirby

                                                          /s/ Desmond Doyle
                                                          ----------------------
                                                          Director

                                                          /s/ Samantha Kirby
                                                          ----------------------
                                                          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

                                      -3-
<PAGE>

Signed as a Deed by APW           )
ELECTRONICS GROUP PLC acting by   )
Desmond Doyle and Samantha Kirby  )


                                                          /s/ Desmond Doyle
                                                          ----------------------
                                                          Director

                                                          /s/ Samantha Kirby
                                                          ----------------------
                                                          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

                                      -4-
<PAGE>

Signed as a Deed by APW         )
ELECTRONICS LIMITED acting by   )
Desmond Doyle and
Samantha Kirby


                                                          /s/ Desmond Doyle
                                                          ----------------------
                                                          Director

                                                          /s/ Samantha Kirby
                                                          ----------------------
                                                          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

                                      -5-
<PAGE>

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

                                      -6-
<PAGE>

Signed as a Deed by WRIGHT LINE            )
LIMITED acting by Desmond Doyle            )
and Samantha Kirby

                                                          /s/ Desmond Doyle
                                                          ----------------------
                                                          Director

                                                          /s/ Samantha Kirby
                                                          ----------------------
                                                          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

                                      -7-
<PAGE>

Signed as a Deed by APW NEW        )
FOREST LIMITED acting by           )
Desmond Doyle and
Samantha Kirby

                                                          /s/ Desmond Doyle
                                                          ----------------------
                                                          Director

                                                          /s/ Samantha Kirby
                                                          ----------------------
                                                          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

                                      -8-
<PAGE>

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

                                              /s/ Stephen Evans
                                              -------------------------------
                                              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

                                      -9-
<PAGE>

Signed as a Deed by APW ENCLOSURE       )
SYSTEMS PLC acting by                   )
Desmond Doyle and
Samantha Kirby                                   /s/ Desmond Doyle
                                                 ----------------------------
                                                 Director

                                                 /s/ Samantha Kirby
                                                 ----------------------------
                                                 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

                                     -10-
<PAGE>

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

                                     -11-
<PAGE>

Signed as a Deed by APW ENCLOSURE       )
SYSTEMS (UK) LIMITED acting by          )
Desmond Doyle and
Samantha Kirby                                    /s/ Desmond Doyle
                                                  ----------------------------
                                                  Director

                                                  /s/ Samantha Kirby
                                                  ----------------------------
                                                  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

                                     -12-
<PAGE>

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

                                     -13-
<PAGE>

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

                                     -14-
<PAGE>

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

                                     -15-
<PAGE>

Signed as a Deed by TOWERFLAME               )
LIMITED) acting by Roger Holmes              )
and David Pumphrey                                /s/ Roger Holmes
                                                  ----------------------------
                                                  Director

                                                  /s/ David Pumphrey
                                                  ----------------------------
                                                  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

                                     -16-
<PAGE>

Signed as a Deed by AIR CARGO           )
EQUIPMENT (UK) LIMITED acting by        )
Roger Holmes and David Pumphrey
                                                   /s/ Roger Holmes
                                                   ----------------------------
                                                   Director

                                                   /s/ David Pumphrey
                                                   ----------------------------
                                                   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

                                     -17-
<PAGE>

SIGNED by for and on behalf of Security    )     /s/ T. J. Smith
Trustee:                                   )    ------------------------------
                                                Signature

                                                T. J. Smith
                                                ------------------------------
                                                Name Printed

                                                Senior Manager
                                                ------------------------------
                                                Title:


Address:              The Royal Bank of Scotland Plc
               5-10 Great Tower Street
               London EC3P 3HX

Attn:          Mr Toni Smith

Tel:           020 7615 4150

Fax:           020 7626 5407/8

                                     -18-