exv10w2






Exhibit 10.2




DATED 30 September, 2010




GTT-EMEA LTD. (1)



and



SILICON VALLEY BANK (2)



 





DEBENTURE



 










Solicitors



Waverley House

7-12 Noel Street London W1F 8GQ DX: 44627 MAYFAIR

Tel: +44 (0) 20 7339 7000 Fax: +44 (0) 20 7339 7001 Web: jgrweb.com



 









 




THIS DEBENTURE is dated 30 September, 2010



and made BETWEEN:





	(1)	 	GTT-EMEA LTD., a company incorporated and registered in England and Wales under company
number 03580993, whose registered office is at 35 Vine Street, London EC3N 2AA (“the
Chargor”); and
	 
	(2)	 	SILICON VALLEY BANK, a California chartered bank, with its principal place of business at
3003 Tasman Drive, Santa Clara, California 95054, U.S.A. (“the Bank”).





WHEREAS:





	(A)	 	The Bank has agreed to make available jointly to the Chargor, Global Telecom & Technology,
Inc (a company incorporated and registered in the State of Delaware, U.S.A. which is the
parent company of the Chargor) (“GTTI”), Global Telecom & Technology Americas, Inc (a company
incorporated and registered in the State of Virginia, U.S.A. which is a subsidiary of GTTI)
(“GTTA”) and WBS Connect LLC (a company incorporated in the State of Colorado, U.S.A.)
(“WBS”), under the terms of a loan and security agreement entered into on the date of this
Debenture between the Bank, GTTI, GTTA, the Chargor and WBS (“the Loan and Security
Agreement”), a revolving loan facility of a maximum amount of $5,000,000 (five million US
dollars) and a term loan facility of $10,000,000 (ten million US dollars) (together “the
Facilities”).
	 
	(B)	 	It is a condition precedent to the availability of the Facilities that the Chargor enters
into this Debenture.





WITNESSES as follows:





	1.	 	Definitions and Interpretation
	 
	1.1.	 	In this Debenture:
	 
	 	 	“Permitted Encumbrance” means:






	 	(i)	 	Permitted Liens (as defined in the Loan and Security Agreement);
	 
	 	(ii)	 	Rental Deposit Agreement dated 8 June 2004 in favour of Frank Blin, John
Edward Kitson Smith, Paul Boorman and John Robert Lloyd Berriman; and
	 
	 	(iii)	 	Rent Deposit Agreement dated 1 June 2009 in favour of Price Waterhouse
Coopers LLP.






	1.2.	 	In this Debenture:




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	1.2.1.	 	except where the context otherwise requires, a reference to a statute or statutory provision
includes a reference to any subordinate legislation made under that statute or statutory
provision, to any modification, re-enactment or extension of that statute or statutory
provision and to any former statute or statutory provision which it consolidated or re-enacted
before the date of this debenture;
	 
	1.2.2.	 	except where the context otherwise requires, a reference to any agreement or document
(including the Loan and Security Agreement and this Debenture) includes the same as may have
been, or may from time to time be, varied, amended, supplemented, substituted, novated or
assigned howsoever fundamentally and whether or not the same results in any increased
liability on the part of any person (including in respect of fees or rates of interest);
	 
	1.2.3.	 	except where the context otherwise requires, words denoting the singular include the plural
and vice versa; words denoting any one gender include all genders; references to persons
include corporations, partnerships and other unincorporated associations or bodies of persons
and vice versa; and
	 
	1.2.4.	 	unless otherwise stated, a reference to a clause or a sub-clause is a reference to a clause
or a sub-clause of this Debenture.
	 
	1.3.	 	Headings in this Debenture are for ease of reference only and do not affect the construction
of any provision.
	 
	2.	 	Covenant to pay
	 
	 	 	The Chargor covenants to pay and discharge to the Bank on demand, when the same shall be
or become due, all monies obligations and liabilities whatsoever whether for principal,
interest (to the date of discharge in full) or otherwise in whatever currency which may
now or at any time in the future be due owing or incurred (whether actual or contingent
and whether alone, severally or jointly or as principal, guarantor, surety or otherwise
and in whatever name or style) by the Chargor to the Bank under or in connection with the
Loan and Security Agreement or this Debenture or any of the other Loan Documents (as
defined in the Loan and Security Agreement).
	 
	3.	 	Charge
	 
	3.1.	 	The Chargor, with full title guarantee and as a continuing security for the payment or
discharge of all monies obligations and liabilities covenanted to be paid or discharged by the
Chargor under this Debenture together with all reasonable costs and expenses incurred by the
Bank in relation to this Debenture or the monies obligations and liabilities hereby secured,
hereby charges:
	 
	3.1.1.	 	by way of first fixed charge:




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	 	3.1.1.1.	 	all freehold leasehold and other immovable property now or in the future
belonging or charged to the Chargor together with all buildings, trade and other
fixtures, fixed plant and machinery of the Chargor from time to time thereon and the
proceeds of sale thereof;
	 
	 	3.1.1.2.	 	all equipment plant machinery vehicles tools furniture fittings computers and
other tangible moveable property now or in the future belonging to the Chargor (or
rights to use any of the same) and the full benefit of any warranties or maintenance
contracts for any of the same;
	 
	 	3.1.1.3.	 	all present and future book debts and other debts and other monies due owing
payable or incurred to the Chargor now or in the future (“the Debts”) and the
benefit of any guarantees, indemnities or other assurances in respect of the Debts
and the proceeds of payment or realisation of each of the Debts until the payment of
such proceeds into the separate bank account with the Royal Bank of Scotland
mentioned in clause 5.2.5 below;
	 
	 	3.1.1.4.	 	all funds standing to the credit of the Chargor from time to time on any account
with the Bank, the Royal Bank of Scotland or any other bank or financial institution
and all rights deriving therefrom (including the right to interest);
	 
	 	3.1.1.5.	 	all stocks shares and other securities now or in the future belonging to the
Chargor together with all dividends and other rights deriving therefrom;
	 
	 	3.1.1.6.	 	all bills of exchange promissory notes and negotiable instruments of any
description now or in the future beneficially owned by the Chargor;
	 
	 	3.1.1.7.	 	all the goodwill of the Chargor and its uncalled capital for the time being;
	 
	 	3.1.1.8.	 	all rights and interests in and claims under all policies of insurance and
assurance held or to be held by or inuring to the benefit of the Chargor and the
benefit of all rights and claims to which the Chargor is now or may be entitled
under any contracts;
	 
	 	3.1.1.9.	 	the benefit of all licences, consents and authorisations held or utilised by the
Chargor now or in the future in connection with its business or the use of any of
its assets; and
	 
	 	3.1.1.10.	 	the benefit of all patents, patent applications, inventions, trade marks,
service marks, designs, design rights, trade names, copyright, know-how and all
other intellectual property rights (in each case, whether or not registered) and all
applications and rights to apply for registration and all fees royalties and other
rights of every kind deriving therefrom




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	 	 	 	now or in the future belonging to the Chargor (“Intellectual Property Rights”);
and






	3.1.2.	 	by way of first floating charge the whole of the Chargor’s undertaking and all its property
and assets whatsoever and wheresoever present and future other than the property and assets
from time to time effectively charged to the Bank by way of legal mortgage or fixed charge by
this Debenture.
	 
	3.2.	 	The Bank may, in its sole discretion, convert the floating charge created by clause 3.1.2 at
any time by notice in writing to the Chargor into a fixed charge as regards all of the
property and assets which for the time being are the subject of such floating charge or, as
the case may be, such of the said property and assets as are specified by such notice. The
floating charge created by clause 3.1.2 shall subject to the provisions of Paragraph 43 of
Schedule A1 to the Insolvency Act 1986 and unless otherwise agreed in writing by the Bank
automatically and without notice immediately be converted into a fixed charge in the event
that the Chargor shall create or permit to subsist any mortgage charge pledge lien or other
security interest other than this Debenture (or as permitted by this Debenture) or if any
person takes any step to levy any distress attachment execution or other legal process against
any of the said property or assets.
	 
	3.3.	 	Paragraph 14 of Schedule B1 to the Insolvency Act 1986 applies to the floating charge created
by clause 3.1.2 of this Debenture which is a “qualifying floating charge” for the purposes of
paragraph 14(1) of Schedule B1 to the Insolvency Act 1986.
	 
	3.4.	 	The security from time to time constituted by or pursuant to this Debenture shall be in
addition to and shall not prejudice determine or affect any other security which the Bank may
from time to time hold for or in respect of all or any part of the monies obligations and
liabilities hereby secured. No prior security held by the Bank over the property charged by
this Debenture or any part of it shall merge in the security created hereby or pursuant hereto
which will remain in force and effect as a continuing security until discharged by the Bank.
	 
	4.	 	Restrictions on Dealing
	 
	4.1.	 	The Chargor shall not without the prior written consent of the Bank;
	 
	4.1.1.	 	create or attempt or agree to create or permit to subsist any mortgage charge (fixed or
floating) pledge lien (other than a lien arising by operation of law) or other security
interest on any of its assets other than this Debenture and Permitted Encumbrances;
	 
	4.1.2.	 	other than in respect of Permitted Liens and Permitted Investments (as defined in the Loan
and Security Agreement) and other than as otherwise specifically permitted in the Loan and
Security Agreement, sell assign transfer lease lend or otherwise dispose of the whole or any
part of its undertaking or (save for any sale




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	 	 	of Inventory (as defined in the Loan and Security Agreement) in the normal course of
trading at not less than market value until such time as the floating charge created by
clause 3.1.2 has been converted into a fixed charge pursuant to clause 3.2 or by
operation of law) of its assets or enter into any agreement or grant any option for any
such sale assignment transfer lease loan or other disposal;






	4.1.3.	 	part with possession of any freehold or leasehold property grant or agree to grant any
option or any licence tenancy or other right of occupation to any person or exercise the
powers of leasing or agreeing to lease or of accepting or agreeing to accept surrenders
conferred by Sections 99 and 100 of the Law of Property Act 1925 provided that such
restrictions shall not be construed as a limitation on the powers of any receiver appointed
under this Debenture and being an agent of the Chargor and the Bank may grant or accept
surrenders of leases without restriction at any time after the Bank shall have demanded the
payment or discharge of any of the monies obligations and liabilities hereby secured; and
	 
	4.1.4.	 	pull down or remove or redevelop or make any material alteration to the whole or any part of
any buildings or sever unfix or remove any fixtures or remove any plant or machinery belonging
to or in use by the Chargor except for the purpose of effecting repairs or replacing the same.
	 
	5.	 	Representations, Warranties and Covenants by the Chargor
	 
	5.1.	 	The Chargor represents and warrants to the Bank and undertakes that:
	 
	5.1.1.	 	it has and will at all times have the necessary power and authority to enter into and
perform its obligations under this Debenture;
	 
	5.1.2.	 	this Debenture constitutes its legal valid binding and enforceable obligations and is a
security over the relevant assets of the Chargor effective in accordance with its terms;
	 
	5.1.3.	 	all necessary authorisations and consents to enable or entitle it to enter into this
Debenture and to enable it to carry on its business as it is currently being conducted have
been obtained and will remain in full force and effect during the subsistence of the security
constituted by this Debenture;
	 
	5.1.4.	 	no Event of Default under Article 8 of the Loan and Security Agreement has occurred and/or
is continuing and, so far as the Chargor is aware, no event has occurred which with the giving
of notice or lapse of time or both would constitute such an event;
	 
	5.1.5.	 	there are no legal proceedings pending or threatened before any court or tribunal which will
adversely affect the Chargor’s financial situation;




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	5.1.6.	 	there are no other mortgages charges (fixed or floating) pledges liens or other security
interests affecting any of the Chargor’s assets existing at the date of this Debenture (other
than Permitted Encumbrances);
	 
	5.1.7.	 	the Chargor is not insolvent (as defined in the Insolvency Act 1986) at the date of this
Debenture; and
	 
	5.1.8.	 	all information supplied by the Chargor or its agents to the Bank or its agent on or prior
to the date of this Agreement was at the time supplied and remains at the date of this
Debenture true, complete and accurate in all respects.
	 
	5.2.	 	The Chargor warrants with the Bank to:
	 
	5.2.1.	 	keep all buildings and all vehicles plant machinery fixtures and fittings owned by the
Chargor in good repair and condition and permit any person or persons nominated by the Bank
free access at all reasonable times to view the state and condition thereof;
	 
	5.2.2.	 	insure and keep insured such of its property as is insurable with such insurer and against
such risks and in such amounts and otherwise in such terms as the Bank may require and will
maintain such other insurances as are normally maintained by prudent companies carrying on
similar businesses with the interest of the Bank noted upon all policies of such insurance or,
if the Bank shall require and if it is reasonably practicable to do so, in the joint names of
the Chargor and the Bank and the Chargor will deposit with the Bank all such policies and
receipts for all premium and other payments necessary for effecting and maintaining such
insurances;
	 
	5.2.3.	 	apply any insurance proceeds in making good the loss or damage or at the Bank’s option in or
towards the discharge of the monies obligations and liabilities secured by this Debenture;
	 
	5.2.4.	 	punctually pay all rents taxes duties assessments debts and other outgoings and observe and
perform all restrictive and other covenants under which any of the property subject to this
Debenture is held;
	 
	5.2.5.	 	(unless and until otherwise instructed by the Bank pursuant to the provisions of the Loan
and Security Agreement or otherwise) pay or procure the payment of all monies which it may
receive in respect of the Debts only into a separate bank account with the Royal Bank of
Scotland (to be used for that purpose only) where the monies therein are held on trust for the
Bank and until payment into such an account the Chargor shall in any event hold all such
monies on trust for the Bank;
	 
	5.2.6.	 	not allow the bank account mentioned in clause 5.2.5 or any other bank account into which
such monies are paid to become overdrawn;




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	5.2.7.	 	deal with the Debts (and the proceeds thereof) in accordance with clause 5.2.5 and in
accordance with any directions from time to time given in writing by the Bank and in default
of and subject to any such directions deal with the same only in the ordinary and proper
course of its trading business (and for this purpose the realisation of debts by means of
block discounting factoring or the like shall not be regarded as dealing in the ordinary and
proper course of its trading business);
	 
	5.2.8.	 	at any time after this Debenture has become enforceable immediately at the request of the
Bank execute a legal assignment (in such form as the Bank may require) of any of the Debts to
the Bank, give notice thereof to the relevant debtor(s) and take such other steps as the Bank
may require to perfect such legal assignment;
	 
	5.2.9.	 	at any time after this Debenture has become enforceable deal with all licence fees royalties
and other monies deriving from its intellectual property in accordance with any directions
from time to time given in writing by the Bank;
	 
	5.2.10.	 	preserve, maintain and renew as and when necessary all Intellectual Property Rights which
are material to the Chargor’s business and conduct its business in such a way as not to
endanger or lead to the cancellation or suspension of any such material Intellectual Property
Rights or cause any penalty or disqualification;
	 
	5.2.11.	 	subject to the rights of any prior mortgagee and upon the request of the Bank deposit with
the Bank all deeds certificates and documents constituting or evidencing title to the property
or any part thereof charged by this Debenture (including without limitation all certificates
or other documents of title relating to all stocks shares and other securities now or in the
future belonging to the Chargor) and all insurance policies;
	 
	5.2.12.	 	comply with the provisions of all present or future statutes and directives and every
notice order direction licence consent or permission given or made under any of the foregoing
and the requirements of any competent authority so far as any of the same shall relate to its
assets or their use or anything done on any property belonging to or occupied by the Chargor;
	 
	5.2.13.	 	provide the Bank with all financial and other information with respect to the assets,
liabilities and affairs of the Chargor and its subsidiaries and associated companies (if any)
that the Bank may from time to time require subject always to the Bank adhering to any general
duties of confidentiality implied by law and the provisions of Section 12.10 of the Loan and
Security Agreement in respect of such information.
	 
	5.3.	 	If the Chargor shall fail to satisfy the Bank that it has performed any of its obligations
under clause 5.2 then the Bank may take such steps as it considers appropriate to procure the
performance of such obligation and shall not thereby be deemed to be a mortgagee in possession
and the monies expended by the




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	 	 	Bank shall be reimbursed by the Chargor on demand on a full indemnity basis and be
secured on the property charged by this Debenture.






	6.	 	Enforcement
	 
	6.1.	 	This Debenture shall become enforceable:
	 
	6.1.1.	 	upon the occurrence of any Event of Default under Article 8 of the Loan and Security
Agreement; or
	 
	6.1.2.	 	upon the presentation of a petition for the winding up of the Chargor the making of an order
for the winding up of the Chargor or the passing by the Chargor of a resolution for voluntary
winding up save where the winding-up petition is frivolous or vexatious and is discharged,
stayed or dismissed within fourteen (14) days of commencement; or
	 
	6.1.3.	 	if an encumbrancer shall take possession of or a receiver shall be appointed over or any
secured creditor of the Chargor shall seek to enforce its security in respect of all or any of
the property or assets charged by this Debenture; or
	 
	6.1.4.	 	if a petition is presented or if the Chargor or its directors resolve to present a petition
for an administration order in relation to the Chargor or if an administration application is
made or filed in relation to the Chargor if a notice of intention to appoint an administrator
in relation to the Chargor is given or if any notice of appointment of an administrator in
relation to the Chargor is made or filed; or
	 
	6.1.5.	 	if the Chargor shall enter into any composition or arrangement for the benefit of its
creditors.
	 
	6.2.	 	Section 103 of the Law of Property Act 1925 shall not apply and the statutory power of sale
and all other powers under that or any other Act as varied or extended by this Debenture shall
arise on and be exercisable at any time after the execution of this Debenture but the Bank
shall not exercise such powers until this Debenture has become enforceable.
	 
	6.3.	 	Section 93 of the Law of Property Act 1925 dealing with the consolidation of mortgages shall
not apply to this Debenture.
	 
	7.	 	Receiver
	 
	7.1.	 	At any time after this Debenture has become enforceable or if the Chargor so requests in
writing the Bank may without further notice to the Chargor appoint by writing under hand or
under seal any one or more persons either singly jointly severally or jointly and severally to
be a receiver, receiver and manager or administrative receiver (each a “Receiver”) of all or
any part or parts of the




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	 	 	property charged by this Debenture 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. This
clause shall operate subject to the provisions of Paragraph 43 of Schedule A1 to the
Insolvency Act 1986.






	7.2.	 	Any Receiver shall be the agent of the Chargor and the Chargor alone shall be responsible for
such agent’s acts and defaults and liable under any contracts or engagements made or entered
into by such agent and the Bank shall in no way be responsible for such agent’s misconduct,
negligence or default.
	 
	7.3.	 	The remuneration of any Receiver shall form part of the sums secured under this Debenture and
accordingly shall be secured on such part of the property charged by the debenture in respect
of which he has been appointed.
	 
	7.4.	 	Any Receiver shall have all the powers conferred by the Law of Property Act 1925 and the
Insolvency Act 1986 on mortgagors mortgagees in possession (but without liability as such)
receivers administrative receivers and administrators appointed under those Acts which in the
case of joint receivers may be exercised either jointly or severally. In addition, but without
prejudice to the generality of the foregoing the Receiver shall have power (in the name of the
Chargor or otherwise and in such manner and on such terms and conditions as he shall think
fit) to:
	 
	7.4.1.	 	take possession of collect and get in all or any part of the property (or related rents or
income) in respect of which he is appointed and for that purpose to take any proceedings;
	 
	7.4.2.	 	carry on or concur in carrying on the business of the Chargor and to raise money from the
Bank or others on the security of any property charged by this Debenture;
	 
	7.4.3.	 	purchase or acquire any land and purchase, acquire and grant any interest in or right over
land;
	 
	7.4.4.	 	sell or concur in selling let or concur in letting and terminate or accept surrenders of
leases or tenancies of any of the property charged by this Debenture in respect of which he
has been appointed and to carry any such transactions into effect;
	 
	7.4.5.	 	sell, assign let or otherwise dispose of or concur in selling, assigning, letting or
otherwise disposing of all or any of the debts and any other property in respect of which he
is appointed;
	 
	7.4.6.	 	make any arrangement or compromise or enter into any contracts between the Chargor and any
other person which he may think expedient;
	 
	7.4.7.	 	make and effect all repairs improvement and insurances;




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	7.4.8.	 	purchase materials tools equipment goods or supplies;
	 
	7.4.9.	 	call up any uncalled capital of the Chargor with all the powers conferred by the Articles of
Association of the Chargor in relation to calls;
	 
	7.4.10.	 	employ engage and appoint managers and other employees and ` professional advisers;
	 
	7.4.11.	 	do all such other acts and things as may be considered to be incidental or conducive to any
other matters or powers aforesaid or to the realisation of the security constituted by this
Debenture and which he lawfully may or can do.
	 
	8.	 	Application of Proceeds
	 
	8.1.	 	The provisions of Section 109(6) and (8) of the Law of Property Act 1925 shall not apply and
any monies received by the Bank or any Receiver shall subject to the repayment of any claims
having priority to the charges created by this Debenture be applied in the following order but
without prejudice to the right of the Bank to recover any shortfall from the Chargor:
	 
	8.1.1.	 	in the payment of all costs charges and expenses of and incidental to the appointment of the
Receiver and the exercise of all or any of his powers and of all outgoings paid by him;
	 
	8.1.2.	 	in the payment of the Receiver’s remuneration;
	 
	8.1.3.	 	in or towards payment of any debts or claims which are by statute payable in preference to
money secured by this Debenture;
	 
	8.1.4.	 	in or towards the satisfaction of the monies obligations and liabilities secured by this
Debenture in such order as the Bank in its absolute discretion thinks fit;
	 
	8.1.5.	 	in payment of the surplus (if any) to the person or persons entitled to it.
	 
	8.2.	 	All monies received recovered or realised by the Bank under this Debenture may be credited at
the discretion of the Bank to any suspense or impersonal account and may be held in such
account for so long as the Bank shall think fit pending its application from time to time in
or towards the discharge of any of the monies obligations and liabilities secured by this
Debenture.
	 
	9.	 	Protection of Third Parties
	 
	 	 	No person dealing with a Receiver or the Bank shall be concerned to enquire 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 Bank. All the protection to purchasers contained in Sections 104 and 107
of the Law of




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	 	 	Property Act 1925 shall apply to any person purchasing from or dealing with a Receiver or
the Bank.
	 
	10.	 	Entry into Possession
	 
	 	 	If the Bank or any Receiver shall enter into possession of the property hereby charged or
any part thereof it or he may from time to time and at any time go out of such
possession. Neither the Bank nor any Receiver shall in any circumstances (either by
reason of any entry into or taking of possession of any such property or for any other
reason and whether as mortgagee in possession or on any other basis) other than its gross
negligence or wilful misconduct be liable to account to the Chargor for anything except
its or his actual receipts or be liable to the Chargor for any loss or damage arising
from any realisation of the property hereby charged or from any act default or omission
in relation thereto.
	 
	11.	 	Power of Attorney
	 
	11.1.	 	The Chargor irrevocably appoints, by way of security, the Bank, any Receiver and any person
nominated by the Bank jointly and also severally to be the attorney of the Chargor with the
power of substitution and in its name and otherwise on its behalf and as its act and deed,
regardless of whether this Debenture has become enforceable, to sign or execute all deeds
instruments and documents and do any acts and things which:
	 
	11.1.1.	 	the Chargor is required to sign or execute and/or do under this Debenture; and/or
	 
	11.1.2.	 	any such attorney may require or deem proper for any of the purposes of this Debenture
and/or to facilitate the exercise of any of the rights, powers, authorities and/or discretions
conferred by this Debenture or by law on the Bank or any Receiver.
	 
	11.2.	 	The Chargor agrees to ratify and confirm anything such attorney shall lawfully and properly
do in accordance with this provision.
	 
	12.	 	Appointment of Administrator
	 
	12.1.	 	The Bank may without notice to the Chargor appoint any one or more persons to be an
administrator of the Chargor pursuant to paragraph 14 of Schedule B1 of the Insolvency Act
1986 if this debenture becomes enforceable.
	 
	12.2.	 	Any appointment under this clause 12 shall:
	 
	12.2.1.	 	be in writing signed by a duly authorised signatory of the Bank; and




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	12.2.2.	 	take effect, in accordance with paragraph 19 of Schedule B1 of the Insolvency Act 1986,
when the requirements of paragraph 18 of Schedule B1 of the Insolvency Act 1986 are satisfied.
	 
	12.3.	 	The Bank may (subject to any necessary approval from the court) end the appointment of an
Administrator and under this clause 12 appoint a replacement for any Administrator whose
appointment ends for any reason.
	 
	13.	 	Currency Indemnity
	 
	 	 	If for the purposes of obtaining judgment in any court in any jurisdiction with respect
to this Debenture it becomes necessary to convert into the currency of such jurisdiction
(“the Judgment Currency”) any amount due under this Debenture in any currency other than
the Judgment Currency, then conversion shall be made at the rate of exchange prevailing
on the Business Day (as defined in the Loan and Security Agreement) before the day on
which judgment is given. For this purpose “rate of exchange” means the spot rates at
which the Bank will on the relevant date at or about 12 noon UK time sell such currency
against the Judgment Currency. In the event that there is a change in the rate of
exchange prevailing between the Business Day before the day on which the judgment is
given and the date of payment of the amount due, the Chargor will on the date of payment
pay such additional amounts (if any) as may be necessary to ensure that the amount paid
on such date is the amount in the Judgment Currency which when converted at the rate of
exchange prevailing on the date of payment is the amount then due under this Debenture in
such other currency. Such additional amounts (if any) payable under this Clause will be
due as a separate debt and shall not be affected by judgment being obtained for any other
sums due under or in respect of this Debenture.
	 
	14.	 	New Accounts
	 
	 	 	If the Bank shall at any time receive actual or constructive notice of any charge or
other interest affecting any part of the property hereby charged then the Bank may open a
new account or accounts for the Chargor and if the Bank does not do so then the Bank
shall be treated as if it had in fact done so at the time when it received or was deemed
to receive notice and as from that time all payments made by the Chargor to the Bank
shall be credited or treated as having been credited to the new account and shall not
operate or reduce the amount secured by this Debenture at the time when the Bank received
or was deemed to have received such notice.
	 
	15.	 	Further Assurance
	 
	 	 	The Chargor shall at its own cost whenever requested by the Bank immediately execute and
sign all such deeds and documents and do all such things as the Bank may require for the
purpose of perfecting or more effectively providing security to the Bank for the payment
and discharge of the monies obligations and




12









 






	 	 	liabilities secured by this Debenture or to facilitate the realisation of the property
and assets mortgaged and charged by this Debenture or the exercise of any rights vested
in the Bank or any Receiver.






	16.	 	Set-off
	 
	 	 	The Bank may at any time after this Debenture has become enforceable and without notice
to the Chargor combine or consolidate all or any of the Chargor’s then existing accounts
with and liabilities to the Bank and set off or transfer any sum or sums standing to the
credit of any one or more of such accounts in or towards satisfaction of any of the
liabilities of the Chargor to the Bank on any other account or in any other respects.
The Bank shall notify the Chargor that such a transfer has been made.
	 
	17.	 	Costs and Indemnity
	 
	17.1.	 	All costs and expenses incurred by the Bank in relation to this Debenture or the monies
obligations and liabilities hereby secured including without limitation and for the avoidance
of doubt all amounts the Bank may from time to time require to compensate it for his internal
management and administrative costs and expenses shall be reimbursed by the Chargor to the
Bank on demand on a full indemnity basis and until so reimbursed shall carry interest at the
rate of 3 per cent above the base rate of Barclays Bank Plc from time to time from the date of
demand to the date of reimbursement and be secured on the property charged by this Debenture.
A certificate signed by the Bank as to the amount of such costs and expenses shall be
conclusive and binding upon the Chargor.
	 
	17.2.	 	The Bank and every Receiver attorney or other person appointed by the Bank under this
Debenture and their respective employees (“the Indemnified Persons”) shall be entitled to be
indemnified on a full indemnity basis out of the property charged by this Debenture in respect
of all liabilities and expenses incurred by any of them in or directly or indirectly as a
result of the exercise or purported exercise of any of the powers authorities or discretions
vested in them under this Debenture and against all actions proceedings losses costs claims
and demands (save where the same is due to the gross negligence or wilful misconduct of any of
the Indemnified Persons) in respect of any matter or thing done or omitted in any way relating
to the property charged by this Debenture and the Bank and any such Receiver may retain and
pay all sums in respect of the same out of the monies received under the powers conferred by
this Debenture.
	 
	18.	 	Miscellaneous
	 
	18.1.	 	The Bank may without discharging or in any way affecting the security created by this
Debenture or any remedy of the Bank grant time or other indulgence or abstain from exercising
or enforcing any remedies securities guarantees or other rights which it may now or in the
future have from or against the Chargor and may make any arrangement variation or release with
any person or persons




13









 






	 	 	without prejudice either to this Debenture or the liability of the Chargor for the monies
obligations and liabilities secured by this Debenture.






	18.2.	 	The Bank shall have a full and unfettered right to assign the whole or any part of the
benefit of this Debenture and the expression ‘the Bank’ shall include its successors and
assigns and the Bank shall be entitled to disclose any information relating to the Chargor
and/or its obligations and liabilities under this Debenture and/or under the Loan and Security
Agreement and/or under any of the other Loan Documents (as defined in the Loan and Security
Agreement) to any actual or prospective assignee successor or participant.
	 
	18.3.	 	The Chargor shall not and shall not purport to assign, transfer or otherwise dispose of any
of its rights or obligations under this Debenture.
	 
	18.4.	 	The provisions of this Debenture shall be severable and if at any time any one or more such
provisions is or becomes invalid illegal or unenforceable the validity legality and
enforceability of the remaining provisions shall not in any way be impaired.
	 
	18.5.	 	The rights and remedies of the Bank provided by this Debenture are cumulative and are not
exclusive of any rights powers or remedies provided by law and may be exercised from time to
time and as often as the Bank may deem expedient.
	 
	18.6.	 	A person who is not a party to this Debenture has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Debenture but this does not affect any
right or remedy of a third party which exists or is available apart from that Act.
	 
	18.7.	 	This Debenture may be executed in any number of counterparts and by the different parties on
separate counterparts, each of which when executed and delivered shall be an original and
which together shall have the same effect as if each party had signed the same document.
	 
	19.	 	Communications
	 
	19.1.	 	Every notice demand or other communication under this Debenture shall be in writing and may
be delivered personally or by letter or facsimile transmission dispatched as follows:






	 	(a)	 	if to the Bank to:





	 	 	 

	Address:

	 	Silicon Valley Bank
	 

	 	275 Grove Street
	 

	 	Suite 2-200
	 

	 	Newton, Massachusetts 02466, U.S.A
	Fax No.

	 	(001) (617) 527-0177
	For the Attention of:

	 	Christopher Leary






14









 







	 	(b)	 	if to the Chargor:





	 	 	 

	Address:

	 	c/o Global Telecom & Technology, Inc
	 

	 	8484 Westpark Drive, Suite 720
	 

	 	McLean, Virginia 22102, U.S.A
	Fax No.

	 	(001) (703) 442-5595
	For the Attention of:

	 	Chief Financial Officer







	 	 	or such other address or facsimile number as may be notified in accordance with this
clause by the relevant party to the other party for such purpose.
	 
	19.2.	 	Every notice demand or other communication shall be deemed to have been received (if sent by
post) 24 hours after being posted first class postage prepaid (if posted from and to an
address within the United Kingdom) or 5 working days after being posted prepaid airmail (if
posted from or to an address outside the United Kingdom) and (if delivered personally or by
facsimile transmission) at the time of delivery or dispatch if during normal business hours on
a working day in the place of intended receipt and otherwise at the opening of business in
that place on the next succeeding such working day.
	 
	19.3.	 	The Bank and any Receiver may but shall not be obliged to rely upon and act in accordance
with any communication which may be or purport to be given by telephone or facsimile
transmission on behalf of the Chargor by any person notified to the Bank by the Chargor as
being authorised to give such communication without enquiry as to the authority and identity
of the person making or purporting to make such communication. The Chargor shall indemnify
and keep the Bank or any Receiver indemnified on a full indemnity basis against all losses,
claims, actions, proceedings, damages, costs and expenses incurred or sustained by the Bank as
a result of relying upon or acting in accordance with any such communication.
	 
	19.4.	 	All notices, demands or other communications under or in connection with this Debenture
shall be in English.
	 
	20.	 	Governing Law and Jurisdiction
	 
	20.1.	 	This Debenture and all disputes or claims arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims) shall be governed
by and construed in accordance with the laws of England and Wales.
	 
	20.2.	 	The parties to this Debenture irrevocably agree that, subject as provided below, the courts
of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that
arises out of or in connection with this Debenture or its subject matter or formation
(including non-contractual disputes or claims). Nothing in this clause 20 shall limit the
right of the Bank to take proceedings against the Chargor in any other court of competent
jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude
the taking of




15









 






	 	 	proceedings in any other jurisdictions, whether concurrently or not, to the extent
permitted by the law of such other jurisdiction.






	21.	 	Certificate
	 
	 	 	The Chargor certifies that neither its entry into the Loan and Security Agreement nor its
entry into this Debenture contravenes its Memorandum and Articles of Association or any
regulations, restrictions, conditions or stipulations affecting the charged property and
that both the Loan and Security Agreement and this Debenture have been executed in
accordance with such constitutional documents and other factors.
	 
	22.	 	Land Registry Restriction
	 
	 	 	Insofar as the title to any leasehold or freehold property comprised in the property
charged under this Debenture is registered, the Chargor hereby applies to the Registrar
for a restriction in the following terms to be entered on the register:
	 
	 	 	“Except under an Order of the Registrar no disposition of the registered estate by the
proprietor of the registered estate (other than by a prior charge) is to be registered
without a written consent signed by Silicon Valley Bank or by its
solicitors, [            ] of [                    ].”




IN WITNESS WHEREOF this Debenture has been duly executed and delivered as a Deed on the date
written at the beginning of this Deed.




	 	 	 	 	 	 	 	 	 

	EXECUTED AND DELIVERED

	 	 	)	 	 	 	 	 
	as a DEED by

	 	 	)	 	 	 	 	 
	GTT-EMEA LTD.

	 	 	)	 	 	 	 	 
	acting by Richard D Calder Jr

	 	 	)	 	 	 	 	 
	a director in the presence of:-

	 	 	 	 	 	/s/
Richard D. Calder Jr.
	 	 
	 
	 	 	 	 	 	Director	 	 






	 	 	 	 	 

	Witness’ signature
	 	/s/ Cynthia K. Frame	 	 
	Name
	 	Cynthia K. Frame	 	 
	Address
	 	14409 Filly Court	 	 
	 

	 	Centreville, VA 20120	 	 
	Occupation

	 	Executive Assistant	 	 






16









 






	 	 	 	 	 	 	 	 	 

	EXECUTED AND DELIVERED as a DEED

	 	 	)	 	 	 	 	 
	on behalf of SILICON VALLEY BANK

	 	 	)	 	 	 	 	 
	a company incorporated in

	 	 	)	 	 	 	 	 
	the State of California, U.S.A.

	 	 	)	 	 	 	 	 
	by

	 	 	)	 	 	/s/ Christopher Leary	 	 
	being a person who, in accordance

	 	 	)	 	 	Christopher Leary	 	 
	with the laws of that territory, is acting

	 	 	)	 	 	Vice President	 	 
	under the authority of the company

	 	 	)	 	 	 	 	 







17