Exhibit 10.9


 


ALL ASSETS DEBENTURE


 


GIVEN
BY


 


PASCALL
ELECTRONICS LIMITED


 


IN
FAVOUR OF


 


LLOYDS TSB COMMERCIAL FINANCE LIMITED


 


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ORDER
OF CLAUSES


 


1.             Covenant to Pay


 


2.             Charging Provisions


 


3.             Restrictions


 


4.             Dealings with Non Vesting and Other Invoices and
bank accounts


 


5.             General Covenants


 


6.             Further Assurance and Power
of Attorney


 


7.             Enforcement


 


8.             Appointment of Receiver


 


9.             Powers on Enforcement


 


10.           LTSBCF’s Powers and Protections


 


11.           Application of Monies


 


12.           Protection of Third Parties


 


13.           Continuing and Additional Security


 


14.           Expenses and Indemnities


 


15.           Payments


 


16.           Discharge


 


17.           Transfers and Disclosures


 


18.           Miscellaneous


 


19.           Service of Notices and Process


 


20.           Jurisdiction


 


21.           Definitions and Interpretation


 


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  THIS
  DEBENTURE is made on

  	
   

  	
  2010

  






 


BY


 


(1) PASCALL
ELECTRONICS LIMITED (Company Number 01316674) whose registered office
is at Xcel Works, Brunswick Road, Cobbs Wood, Ashford, Kent, TN23 1EH; (“the Chargor”) and


 


(2) LLOYDS TSB
COMMERCIAL FINANCE  LIMITED (Company
Number 733011) whose registered office is at No 1 Brookhill Way, Banbury,
Oxon, OX16 3EL (“LTSBCF”).


 


1.             COVENANT
TO PAY


 


1.1           The Chargor agrees with
LTSBCF that it will pay and/or discharge the Secured Liabilities when the same
are due and payable.


 


2.             CHARGING
PROVISIONS


 


2.1           As continuing security for
the payment and/or discharge of the Secured Liabilities, the Chargor with full
title guarantee charges to LTSBCF:


 


2.1.1                by way of legal mortgage, the property (if any) described in Schedule
2;


 


2.1.2                by way of fixed charge any freehold or leasehold property (excluding
any property charged by clause 2.1.1) now and in the future owned by the
Chargor or in which the Chargor may have an interest;


 


2.1.3                by way of fixed charge, all buildings, fixtures and fittings
(including trade fixtures and fittings) from time to time in, on or attached to
any of the Chargor’s freehold or leasehold property;


 


2.1.4                by way of fixed charge all the Chargor’s plant and machinery and other
equipment listed in Schedule 3 and all spare parts, replacements, modifications
and additions for or to such Equipment and the benefit of all manuals,
instructions, warranties and maintenance agreements relating to such Equipment;


 


2.1.5                by way of fixed charge, any other plant, machinery, vehicles, computer
equipment, furniture, tools and other equipment not disposed of in the ordinary
course of the Chargor’s business not listed in Schedule 3 and all spare parts,
replacements, modifications and additions for or to such Equipment and the
benefit of all manuals, instructions, warranties and maintenance agreements
relating to such Equipment;


 


2.1.6                by way of fixed charge, all Non Vesting Invoices and all cash in respect
thereof;


 


2.1.7                by way of fixed charge, all Other Invoices required by LTSBCF to be
paid into a Nominated Account and all cash in respect thereof;


 


2.1.8                by way of fixed charge, any credit balance on any Nominated Account;


 


2.1.9                by way of fixed charge, all the Chargor’s goodwill and uncalled
capital present and future;


 


2.1.10              by way of fixed charge, all the Chargor’s Intellectual Property from
time to time not disposed of in the ordinary course of the Chargor’s business;


 


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2.1.11              by way of fixed charge, all Securities from time to time owned by the
Chargor or in which it has an interest;


 


2.1.12              by way of fixed charge, all loan capital, indebtedness or liabilities
on any account or in any manner owing to the Chargor from any Subsidiary of the
Chargor or a member of the Chargor’s Group;


 


2.1.13              by way of fixed charge, all the Chargor’s rights and claims (including
to the return of premiums) under all insurance policies in which the Chargor
has an interest from time to time;


 


2.1.14              by way of floating charge, all the Chargor’s property, assets and
rights from time to time not subject to a fixed charge under this Debenture
(including any property or assets situated in Scotland).


 


2.2           The floating charge created
by Clause 2.1.14 is a qualifying floating charge in accordance with paragraph
14 of Schedule B1 Insolvency Act.


 


2.3           The floating charge created
by this Debenture will automatically without notice be converted into a fixed
charge over those assets concerned:


 


2.3.1                if,  without LTSBCF’s prior written consent, the
Chargor creates or attempts to create any Security Interest (other than a
Permitted Security Interest) over all or any of its assets charged by way of
floating charge; or


 


2.3.2                if any person levies or
attempts to levy any distress, execution or other process against such assets;
or


 


2.3.3                if any person presents a
petition to wind up the Chargor or applies for an administration order;


 


2.3.4                upon the enforcement of
this Debenture.


 


2.4           LTSBCF may by notice to the
Chargor at any time convert the floating charge created by Clause 2.1.14 into a
fixed charge as regards any of the assets specified in the notice.


 


3.             RESTRICTIONS


 


3.1           The Chargor agrees with
LTSBCF that it will not, without LTSBCF’s prior written consent:


 


3.1.1                create or permit to
subsist, in favour of any person other than LTSBCF, any Security Interest on
the Charged Assets, except for any Permitted Security Interest;


 


3.1.2                Dispose or agree to Dispose
of any Charged Assets charged by way of fixed charge;


 


3.1.3                Dispose of any Charged
Assets charged by way of floating charge other than for market value in the
ordinary course of business.


 


3.2           The Chargor consents to
LTSBCF applying to the Land Registry in form RX1 to register the following
restriction against each of the titles specified in Schedule 2 or which is the
subject of first registration of title:


 


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“RESTRICTION


 


No disposition of
the registered estate by the proprietor of the registered estate or by the
proprietor of any registered charge is to be registered without a written
consent signed by the proprietor of the charge dated
                              
in favour of Lloyds TSB Commercial Finance Limited referred to in the charges
register or its solicitors”


 


4.             DEALINGS
WITH NON VESTING AND OTHER INVOICES AND BANK ACCOUNTS


 


4.1           The Chargor agrees with
LTSBCF that it will:


 


4.1.1                in relation to Non Vesting
Invoices:


 


4.1.1.1                   observe and perform all the
warranties and covenants given by it in the Receivables Finance Agreement;


 


4.1.1.2                   procure that all
Remittances are paid into the Trust Account or any other account nominated by
LTSBCF from time to time;


 


4.1.2                in relation to Other
Invoices:


 


4.1.2.1                   on LTSBCF’s request, send to
it details of all Other Invoices including the identity of the debtor, the
amount owing and the due date for payment;


 


4.1.2.2                   not compromise, compound or
release them, exercise (or allow any other person to exercise) set off against
them or otherwise deal or dispose of them:


 


4.1.2.3                   not waive any right of
recovery or do or omit to do anything which may delay or prejudice recovery;


 


4.1.2.4                   not extend the due date for
payment (other than by way of normal trade credit in the ordinary course of
business);


 


4.1.2.5                   not assign, factor or
discount them;


 


4.1.2.6                   collect them in the
ordinary course of its business or in accordance with any directions given by
LTSBCF from time to time; and


 


4.1.2.7                   unless or until LTSBCF
requires otherwise, procure that all Remittances are paid into its current
account with its bankers advised to LTSBCF from time to time.


 


4.1.3                if requested by LTSBCF,
open such bank accounts (including separate designated accounts,  blocked accounts or trust accounts) in the
name of the Chargor with such mandates as LTSBCF may specify; and if requested
by LTSBCF, procure that all Remittances in respect of its Other Invoices are
paid into such bank accounts and only deal with the monies in any such account
in accordance with the written directions of LTSBCF from time to time (subject
only to such rights as the bank at which the account is held may have in
respect thereof);


 


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4.1.4                on LTSBCF’s demand execute
an assignment of any Other Invoices or Non-Vesting Invoices in such form as
LTSBCF may require and serve notice thereof on the relevant debtors.


 


4.1.5                upon crystallisation of the
floating charge in clause 2.1.14 not pay or otherwise deal with the monies in
any of the Chargor’s bank accounts except in accordance with any written
directions LTSBCF may give from time to time (subject to any rights which the
bank at which the account is held has in respect thereof).


 


5.             GENERAL
COVENANTS


 


5.1           The Chargor agrees with
LTSBCF that it will:


 


CONDUCT OF BUSINESS


 


5.1.1                immediately it becomes
aware thereof, provide LTSBCF with details of any litigation, arbitration or
administrative proceedings in progress, pending or, to the knowledge of the
Chargor, threatened against it, which might have a material adverse effect on
the Charged Assets or the Chargor’s ability to perform its obligations under
this Debenture;


 


5.1.2                conduct its business so
that its centre of main interest (for the purposes of Council Regulation (EC) No. 1346/2000)
is located at all times in England and Wales and not move its centre of main
interest to another jurisdiction without LTSBCF’s prior written consent.


 


5.1.3                punctually pay those debts
and liabilities which would, on the winding up of the Chargor, have priority
over the Security Interests created by this Debenture;


 


5.1.4                inform LTSBCF if it
acquires any Property, a subsidiary or any other material asset;


 


5.1.5                not permit any person to
become entitled to any proprietary right or interest which might affect the
value of the assets subject to the fixed charges created by this Debenture;


 


INSURANCE


 


5.1.6                keep those Charged Assets
that are of an insurable nature comprehensively insured against loss (including
loss of rent and profits) or damage by fire and other risks usually insured against
by prudent businesses or that LTSBCF reasonably requires to their full
replacement or reinstatement value with insurers approved by LTSBCF;


 


5.1.7                procure that LTSBCF’s
interest is noted on such insurance policies and produce to LTSBCF the receipts
(or other evidence) for each current premium on its request; failing such
production LTSBCF may assume that such insurance has lapsed and exercise its
rights under clause 5.4;


 


5.1.8                maintain third party and
public liability insurance;


 


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REAL
PROPERTY


 


5.1.9                keep all Property in good
and substantial repair and allow LTSBCF access, at all reasonable times, to
view the condition of its Property;


 


5.1.10              observe and perform all
restrictive and other covenants and stipulations for the time being affecting
the Property or its use or enjoyment;


 


5.1.11              comply in all material
respects with all statutory and regulatory obligations relating to the
Property;


 


5.1.12              comply with all
Environmental Laws and Environmental Licences applicable to the Property and
its business and promptly, on LTSBCF’s request, provide it with copies of any
Environmental Licences;


 


5.1.13              upon becoming aware
thereof, notify LTSBCF of any Environmental Claim made or threatened against
the Chargor and any condition imposed pursuant to any Environmental Licence or
Environmental Law which requires the Chargor to incur any capital expenditure
or materially alter the nature or manner of conduct of its business;


 


5.1.14              observe and perform all the
lessee’s covenants in any lease under which any Property is held and enforce
the observance and performance of all obligations of other persons under any
lease or licence granted by it;


 


5.1.15              subject to the requirements
of the holder of any prior Permitted Security Interest or of any landlord,
deposit with LTSBCF all deeds to and a copy of the insurance of the Property;


 


5.1.16              grant LTSBCF or its
solicitors, on request, all reasonable facilities to enable it or them to carry
out, at the Chargor’s expense, such investigation of title to the Property and
enquiries about it as would be carried out by a prudent mortgagee;


 


5.1.17              punctually pay and
indemnify LTSBCF and any Receiver or Administrator against all rent, rates,
taxes, charges and any other outgoings payable in respect of the Property and
promptly produce the receipts for them to LTSBCF upon its request;


 


5.1.18              in relation to any
Property, not, without LTSBCF’s prior written consent:


 


5.1.18.1                 part with or share
possession or occupation;


 


5.1.18.2                 grant or extend any lease
or licence or agreement for the same;


 


5.1.18.3                 grant any licence or
permission to any tenant, licencee or other occupier to assign, underlet, part
with possession or occupation;


 


5.1.18.4                 forfeit, determine, accept
or agree to accept the surrender of any lease granted by it;


 


5.1.18.5                 vary the terms of any lease
or licence granted by it;


 


5.1.18.6                 agree any rent review of
any lease or licence granted by it;


 


5.1.18.7                 surrender (or agree to
surrender), any leasehold interest held by it or allow such interest to be
forfeited;


 


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5.1.18.8                 make or allow any material
change of use or any development within the Town and Country Planning Acts;


 


5.1.18.9                 create or permit to arise
any interest having overriding effect;


 


5.1.18.10               permit any person to become
entitled to any right, easement, covenant or other matter which might adversely
affect the use, value or marketability of the Property;


 


EQUIPMENT


 


5.1.19              maintain the Equipment in
good and substantial repair and serviceable condition and (where applicable)
ensure that it is properly and regularly serviced in accordance with any
relevant warranties or manuals;


 


5.1.20              only permit the Equipment
to be used or handled by individuals who are properly qualified and trained and
not allow it to be overloaded or to be used for any purpose for which it is not
designed or reasonably suitable and take all reasonable precautions to protect
the Equipment from deterioration or damage;


 


5.1.21              obtain all necessary
certificates, licences, permits and authorisations from time to time required
for the use and/or operation of the Equipment and not to do or permit to be
done any act or omission whereby the Equipment or its use would contravene any
legislation or regulations for the time being in force;


 


5.1.22              not, without LTSBCF’s prior
written consent, make any modification (or permit any modification to be made)
to the Equipment if the effect of such modification may be, in LTSBCF’s
opinion, to reduce the value of the Equipment;


 


5.1.23              notify LTSBCF of any
material loss, theft, damage or destruction of the Equipment; and


 


5.1.24              inform LTSBCF of any change
in the location, condition, use or operation of the Equipment and permit any
persons designated by LTSBCF at all reasonably times to inspect, examine and
photograph the Equipment and all records maintained in connection with it.


 


5.1.25              if requested by LTSBCF,
keep prominently affixed to each item of Equipment plates, labels or such other
means of identification or notification as LTSBCF requires showing that the
Equipment is subject to this security and not remove, obscure or deface the
same or permit the same to be removed, obscured or defaced; and


 


5.1.26              prevent the Equipment from
being distrained for any rent, rates or other outgoings or from being taken
under execution;


 


5.1.27              punctually pay and
indemnify LTSBCF and any Receiver or Administrator against any assessments,
fees and charges in respect of the Equipment;


 


INTELLECTUAL
PROPERTY


 


5.1.28              protect its Intellectual
Property against theft, loss, copying or unauthorised use by third parties and
upon becoming aware of any infringement of or challenge to, its Intellectual
Property, inform LTSBCF and take (or permit LTSBCF in the name but at the
expense of the Chargor to take) whatever 


 


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action is necessary to prevent such infringement or
challenge or to recover damages;


 


5.1.29              take all necessary actions
(including obtaining all necessary registrations and paying all applicable
renewal and licence fees) to ensure that the Intellectual Property to which the
Chargor is or may become entitled is valid and subsisting and remains owned by
the Chargor and not allow any Intellectual Property to be abandoned, cancelled or
to lapse; if any Intellectual Property shall at any time lapse or become void,
it will do everything necessary to restore such Intellectual Property to the
Chargor;


 


SECURITIES


 


5.1.30              pay all calls in respect of
any Securities (it being acknowledged by the Chargor that LTSBCF shall not
incur any liability whatsoever for such monies);


 


5.1.31              deposit with LTSBCF all
certificates or other documents of title in respect of the Securities, together
with duly executed transfers or assignments thereof with the name of the
transferee left blank; (it being acknowledged that LTSBCF may at any time
register the Securities either in its own name or in the name of nominees
selected by it).


 


5.2           The Chargor represents and
warrants to LTSBCF that:


 


5.2.1                the Chargor has acquired,
maintained and complied with all Environmental Licences (if any) needed for its
use or occupation of its Property or for the conduct of its business and has
not done or permitted any act or omission whereby its Environmental Licences
(if any) could be varied or revoked;


 


5.2.2                so far as the Chargor is
aware, 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 its Property or any adjoining premises; and no such substances
or any controlled waste have been stored or disposed of on the Property or, so
far as the Chargor is aware, in any adjoining premises except in accordance
with the requirements of the applicable Environmental Laws;


 


5.2.3                the Chargor is not in
breach of and has not incurred or become subject to any civil or criminal
liability under any Environmental Laws or the terms of any Environmental
Licence and it has not done anything or omitted to do anything which could
result in any liability being imposed on LTSBCF under any Environmental Law.


 


5.3           If the Chargor holds a
leasehold interest in any Property and is required either to insure or to
reimburse the landlord for the insurance premium paid by him then, provided
that upon LTSBCF’s request, it produces evidence satisfactory to LTSBCF that it
or the landlord has complied with its obligations to insure that Property in
accordance with the terms of the lease, the Chargor shall be treated as having
complied with its insuring obligation in this Debenture.


 


5.4           If the Chargor fails to
comply with any of its obligations under this Debenture (including failing to
insure or repair any Property or Equipment) the Chargor irrevocably authorises
LTSBCF (and any agent appointed by it) to make good such failure on its
behalf.  For this purpose the Chargor
authorises LTSBCF (and any agent appointed by it) to enter into its
Property.  LTSBCF shall not become liable
as mortgagee in possession as a result of any action taken by it under this
clause. All costs 


 


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and expenses incurred by LTSBCF pursuant to
this authority shall be reimbursed by the Chargor to LTSBCF on its demand.


 


6.             FURTHER
ASSURANCE AND POWER OF ATTORNEY


 


6.1           The Chargor will, upon LTSBCF’s
request, grant it such further Security Interests in the Charged Assets in such
form and on such terms as LTSBCF may require and do whatever other acts or
things LTSBCF may require in relation to the Charged Assets in order to secure
the Secured Liabilities, to perfect or protect the Security Interests created
by this Debenture or to facilitate the realisation of the Charged Assets.


 


6.2           The Chargor by way of
security irrevocably appoints LTSBCF and any Receiver severally to be its
attorneys in its name and on its behalf to:


 


6.2.1                do all things which the
Chargor may be required to do under this Debenture;


 


6.2.2                sign, execute, and deliver
and otherwise perfect any security required to be executed pursuant to clause
6.1; and


 


6.2.3                sign, execute, deliver and
complete any deeds, instruments or other documents and to do all acts and
things which may be required to enable LTSBCF or any Receiver to exercise their
powers under this Debenture, or to perfect or vest in LTSBCF, its nominees or
any purchaser, title to any Charged Assets or which they may deem expedient in
connection with the getting in, disposal, or realisation of any or the exercise
of any other power under this Debenture.


 


Each
attorney may appoint a substitute or delegate his authority.  The Chargor ratifies and confirms (and agrees
to ratify and confirm) anything which an attorney does under the power of
attorney in this clause 6.


 


7.             ENFORCEMENT


 


7.1           At any time after a Default
LTSBCF may with or without further notice to the Chargor:


 


7.1.1                appoint an Administrator of
the Chargor in accordance with the Insolvency Act 1986;


 


7.1.2                appoint a Receiver to any
of the Charged Assets, provided that they comprise less than the whole or
substantially the whole of the Chargor’s assets (within the meaning of section
29 Insolvency Act);


 


7.1.3                exercise in respect of all
or any of the Charged Assets all or any of the powers and remedies given to
mortgagees by the LPA, including the power to take possession of, receive the
benefit of, or sell any of the Charged Assets;


 


7.1.4                exercise in the name of the
Chargor (without any further consent or authority from the Chargor) any voting
rights attached to the Securities and all powers given to trustees by sections
40(1) and 40(3) of the Trustee Act 2000 in respect of securities or
property subject to a trust and any other powers or rights exercisable by the
registered holder of the Securities or by the bearer thereof;


 


7.1.5                direct that all dividends,
distributions, interest and other monies received by it in respect of the
Securities are paid to it and applied in accordance with clause 10.


 


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8.             APPOINTMENT
OF A RECEIVER


 


8.1           LTSBCF may either under
hand of any manager or by deed appoint any one or more than one person to act
as Receiver of those Charged Assets specified in the appointment.


 


8.2           LTSBCF may from time to
time fix the remuneration of any Receiver on such basis as it shall
determine.  This may include a fixed fee
or an hourly rate or a commission depending upon the work and responsibilities
assumed by the Receiver and the basis of charging applied by his firm.  Section 109 LPA shall be varied accordingly.


 


8.3           LTSBCF may remove or
replace any Receiver appointed by it.


 


8.4           LTSBCF may extend a
Receiver’s appointment to include Charged Assets previously excluded from his
appointment.


 


8.5           A Receiver will be the
agent of the Chargor and the Chargor will be solely responsible for his acts,
omissions, defaults and remuneration.


 


9.             POWERS
ON ENFORCEMENT


 


9.1           An Administrator will have
all the powers given to him under the Insolvency Act.


 


9.2           A Receiver may exercise in
respect of the Charged Assets to which he is appointed:


 


9.2.1                the same powers to do, or
to omit to do, in the name of and on behalf of the Chargor, anything which the
Chargor itself could have done or omitted to do with such Charged Assets were
they not the subject of this Debenture and the Chargor were not in insolvency
proceedings;


 


9.2.2                all or any powers given to
receivers by the LPA but without any of the restrictions imposed upon the
exercise of those powers by the LPA; or


 


9.2.3                notwithstanding that he is
not an administrative receiver, all or any of the powers specified in Schedule
1 to the Insolvency Act.


 


9.3           If more than one person is
appointed to act as Receiver, each person may act severally, independent of any
other, except to the extent that LTSBCF states to the contrary in the
appointment.  References in this
Debenture to the Receiver are to each and all of them as appropriate.


 


9.4           If LTSBCF enforces this
Debenture itself pursuant to clause 7.1.3 it will have the same powers as a
Receiver in respect of those Charged Assets which are the subject of the
enforcement.


 


9.5           Except to the extent
provided by law, none of the powers described in this Clause 9 will be affected
by an insolvency event in relation to the Chargor.


 


10.           LTSBCF’S
POWERS AND PROTECTIONS


 


10.1         The powers and remedies
conferred on LTSBCF as a mortgagee by the LPA shall not be subject to any of
the restrictions imposed by the LPA upon the exercise of those powers and
remedies including those imposed by sections 103 and 109 LPA.


 


10.2         LTSBCF may grant or accept
surrenders of leases at a premium or otherwise and grant agreements or options
for the same on such terms as it shall consider expedient and without the need
to observe sections 99 and 100 LPA.


 


10.3         The restrictions on the
right of consolidating mortgages contained in section 93 LPA will not apply to
this Debenture.


 


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10.4         Neither LTSBCF nor any
Receiver will be liable to account as mortgagee in possession of the Charged
Assets or be liable for any loss upon realisation or for any neglect or default
of any nature whatsoever for which a mortgagee may be liable.


 


10.5         Neither LTSBCF nor any
Receiver is obliged to take any particular action to collect the Chargor’s
Invoices and neither shall be liable to the Chargor for the manner in which it
collects or fails to collect an Invoice.


 


10.6         If LTSBCF receives notice
of any subsequent Security Interest affecting the Charged Assets then LTSBCF
may open a new account for the Chargor. 
If it does not open a new account then, unless it notifies the Chargor
otherwise, it shall be treated as if it had done so at the time when it
received such notice.  From that time
onwards all payments received by LTSBCF in or towards payment of the Secured
Liabilities shall be credited (or be treated as having been credited) to the
new account and will not reduce the amount then due from the Chargor to LTSBCF.


 


11.           APPLICATION
OF MONIES


 


11.1         All money received by
LTSBCF or any Receiver under this Debenture will be applied in the following
order:


 


11.1.1              first, in or towards
payment of liabilities having priority to the Secured Liabilities;


 


11.1.2              secondly, in or towards
payment of all costs, charges and expenses incurred in or incidental to the
exercise or performance (or attempted exercise or performance) by LTSBCF of any
of the powers or authorities conferred by or in any other way connected with
this Debenture;


 


11.1.3              thirdly, in or towards
payment to the Receiver of his remuneration fixed in accordance with this Debenture;


 


11.1.4              fourthly, in or towards
payment to LTSBCF of the Secured Liabilities in such order as LTSBCF in its
absolute discretion thinks fit;


 


11.1.5              fifthly, in payment to the
Chargor of any surplus.


 


11.2         Any surplus shall not carry
interest.  The Receiver or LTSBCF may pay
any surplus into any of the Chargor’s bank accounts including an account opened
specifically for such purpose.  LTSBCF
shall then have no further liability for such surplus.


 


11.3         LTSBCF or the Receiver may
credit any monies received upon realisation of the Charged Assets to a suspense
account for so long and on such basis as LTSBCF or the Receiver may from time
to time determine in order to preserve LTSBCF’s right to prove for the whole of
its claim against the Chargor or any other person liable.


 


11.4         Subject to the rights of
the holder of any prior ranking Permitted Security Interest or any landlord,
any money received by the Chargor under any insurance of the Charged Assets
will be treated as part of the Charged Assets. 
It will be applied at the discretion of LTSBCF either in reducing the
Secured Liabilities or towards making good the loss or damage for which the
money became payable.  Any money received
by the Chargor under any insurance of the Charged Assets shall be held on trust
for LTSBCF pending such application.


 


12.           PROTECTION
OF THIRD PARTIES


 


12.1         Any person dealing with
LTSBCF or a Receiver may assume, unless he has actual knowledge to the contrary
that:


 


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12.1.1              LTSBCF or such Receiver has
the power to do the things which they purport to do; and


 


12.1.2              they are exercising their
powers properly.


 


12.2         All the protections to
purchasers by sections 104 and 107 LPA shall apply to any person purchasing
from or dealing with any Receiver or LTSBCF as if the Secured Liabilities had
become due and the statutory power of sale and appointing a receiver in
relation to the Charged Assets had arisen on the date of this Debenture.


 


13.           CONTINUING
AND ADDITIONAL SECURITY


 


13.1         This Debenture is a
continuing security.  It secures the
ultimate balance of the Secured Liabilities despite any interim settlement of
account until a final discharge of this Debenture is given by LTSBCF to the
Chargor.


 


13.2         LTSBCF’s rights under this
Debenture are in addition to any other rights it may have against the Chargor
(or any other person in respect of the Secured Liabilities) under any other
document, the general law or otherwise. 
They will not merge with or limit those other rights or be limited by
them.


 


13.3         LTSBCF is not obliged to
make any claim or demand on the Chargor or any other person or to enforce any
guarantee, mortgage or other security now or in future held by it before
enforcing this Debenture and no action taken or omitted in connection with any
such right or instrument shall discharge, reduce or affect the Chargor’s
liability to LTSBCF.  LTSBCF does not
have to account for any money or other asset received pursuant to any such
right or instrument.


 


14.           EXPENSES
AND INDEMNITIES


 


14.1         The Chargor will on demand
pay:


 


14.1.1              all professionals’ fees
(including VAT) and any other costs, charges or expenses (on a full indemnity
basis) incurred by LTSBCF and any Administrator or Receiver; or


 


14.1.2              any charge levied by LTSBCF
to compensate it for additional administrative time not reasonably anticipated
to be incurred by it on the date of this Debenture at a rate commensurate with
the complexity of the matter;


 


in either case, in connection with the actual or attempted perfection,
preservation, defence or enforcement of this Debenture or the preservation or
disposal of any Charged Assets or the exercise of any power under this
Debenture or any amendment, waiver, consent or release of this Debenture.


 


14.2         The Chargor will on demand
indemnify LTSBCF, any Administrator and any Receiver and any of its and their
officers and employees and any attorney, agent or other person appointed by
LTSBCF under this Debenture (each an “Indemnified Party”)
in respect of all costs, losses, actions, claims, expenses, demands or
liabilities whether in contract, tort, or otherwise and whether arising at
common law, in equity or by statute which may be incurred by, or made against
any of them at any time relating to or arising directly or indirectly out of:


 


14.2.1              anything done or omitted to
be done in the exercise or purported exercise of the powers contained in this
Debenture; or


 


14.2.2              a claim of any kind
(including one relating to the environment) made or asserted against any
Indemnified Party which would not have arisen if this Debenture had not been
executed;


 


13

















 


14.2.3              any breach by the Chargor
of any of its obligations under this Debenture; unless, in the case of 14.2.1
and 14.2.2 it was caused by the negligence or wilful misconduct of the
Indemnified Party.


 


14.3         Neither LTSBCF nor any
Receiver nor any officer nor employee of either of them shall in any way be
liable or responsible to the Chargor for any loss or liability of any kind
arising from any act or omission by it of any kind (whether as mortgagee in
possession or otherwise) in relation to the Charged Assets, except to the
extent caused by its own negligence or wilful misconduct.


 


15.           PAYMENTS


 


15.1         LTSBCF or any Receiver may
convert any money received under this Debenture (including the proceeds of any
previous conversion) into such currency as LTSBCF or such Receiver may think
fit in order to discharge the Secured Liabilities.  Any such conversion shall be effected at the
then prevailing spot selling rate of exchange of LTSBCF’s bankers for such
other currency against the existing currency.


 


15.2         If the amount of the
currency so converted is less than the amount of the Secured Liability
concerned, the Chargor will indemnify LTSBCF in respect of that shortfall.


 


15.3         Any certificate signed by
LTSBCF as to any amount payable under this Debenture at the date of such
certificate shall, in the absence of manifest error, be conclusive evidence of
such amount and be binding on the Chargor.


 


15.4         All amounts payable by the
Chargor under this Debenture will be paid in full without set off or other
deduction.


 


15.5         LTSBCF may at any time
without notice set off against any Secured Liabilities any amount owed by it to
the Chargor.  LTSBCF may effect such set
off by transferring all or any part of any balance standing to the credit of
any of the Chargor’s accounts with it to any other account or by combining or
consolidating such accounts.


 


16.           DISCHARGE


 


16.1         Upon the Secured
Liabilities being irrevocably and unconditionally paid or discharged in full,
LTSBCF will, at the request and cost of the Chargor, release this Debenture.
LTSBCF will also transfer to the Chargor any Charged Assets which have been
assigned or transferred to LTSBCF.


 


16.2         If any payment by the Chargor
or any other person or any release given by LTSBCF is avoided or adjusted
pursuant to the Insolvency Act:


 


16.2.1              the Chargor’s liability for
the Secured Liabilities will continue as if the payment, release, avoidance or
adjustment had not occurred; and


 


16.2.2              LTSBCF will be entitled to
recover the value or amount of that payment or security from the Chargor as if
the payment, release, avoidance or adjustment had not occurred.


 


17.           TRANSFERS
AND DISCLOSURES


 


17.1         LTSBCF may novate or assign
this Debenture or sub-contract or delegate its obligations or duties under
it.  References in this Debenture to
LTSBCF includes its successors, assignees and transferees.


 


17.2         The Chargor may not assign,
transfer, delegate or make any declaration of trust of any of its rights or
obligations under this Debenture.


 


14

















 


17.3         LTSBCF may disclose any
information about the Chargor and any member of its group and any other person
connected or associated with it to any member of LTSBCF’s group and/or to any
person to whom it is proposing to transfer or assign or has transferred or
assigned this Debenture.


 


18.           MISCELLANEOUS


 


18.1         No delay or failure by
LTSBCF to exercise any right or remedy under this Debenture shall impair or operate
as a waiver of that right or remedy.  Any
single, partial or defective exercise of any such power, right or remedy shall
not prevent the further exercise of that or any other right or remedy.


 


18.2         Any waiver, consent or
approval given by LTSBCF of or under this Debenture will only be effective if
given in writing.  Such waiver, consent
or approval shall then only apply for the purpose stated and be subject to any
written terms and conditions imposed by LTSBCF.


 


18.3         If at any time any one or
more of the provisions of this Debenture is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction then neither the
legality, validity or enforceability of the remaining provisions of this
Debenture nor the legality, validity or enforceability of such provision under
the law of any other jurisdiction shall be in any way affected or impaired as a
result.


 


18.4         Each Indemnified Party may
enforce the terms of this Debenture in accordance with the Contracts (Rights of
Third Parties) Act 1999.  Apart from the
Indemnified Parties and the parties to this Debenture, no other person may
enforce its terms.


 


18.5         LTSBCF may grant releases
of or waivers under this Debenture and it and the Chargor may agree variations
to its terms without either notifying the Indemnified Parties or obtaining
their consent.


 


19.           SERVICE
OF NOTICES AND PROCESS


 


19.1         Any notice, request,
demand, consent, approval, notification, instruction, proceedings or other
communication from LTSBCF to the Chargor under this Debenture shall be in
writing and may be sent by post, courier, facsimile or e-mail.  Any such communication shall be addressed to
the Chargor at its address given in this Debenture, its registered office or
the address last known to LTSBCF at which it carried on business and shall be
treated as served:


 


19.1.1              if delivered by courier or
personally: at the time of delivery;


 


19.1.2              if posted: 48 hours after
posting or upon receipt (whichever is earlier); or


 


19.1.3              if sent by fax or e-mail:
at the time of transmission (unless LTSBCF knows or ought reasonably to have
been aware of a transmission failure).


 


19.2         Any notice, request or
other communication under this Debenture from the Chargor to LTSBCF must be in
writing and sent by first class post to LTSBCF’s registered office or such
other address as LTSBCF advises the Chargor in writing for this purpose and
will be treated as served.


 


19.2.1              if it is received during
business hours on a Working Day: on receipt; or


 


19.2.2              if it is received outside
business hours or on a day which is not a Working Day: on the first Working Day
after receipt.


 


15

















 


20.           JURISDICTION


 


20.1         This Debenture shall be
governed by and construed in accordance with the laws of England.  The Chargor accepts the non-exclusive
jurisdiction of the English Courts in connection with any matter arising under
this Debenture.


 


21.           DEFINITIONS
AND INTERPRETATION


 


21.1         Any word whose meaning is
defined in the Receivables Finance Agreement has the same meaning in this
Debenture.


 


21.2         In this Debenture the
following words have the meanings set out opposite them:


 




	
  “Administrator”

  	
   

  	
  any person
  appointed under the Insolvency Act 1986 to manage the Chargor’s business and
  assets.

   

  
	
  “Charged Assets”

  	
   

  	
  the subject matter
  of the mortgages and charges created by this Debenture and set out at clause
  2.

   

  
	
  “Contract of Sale”

  	
   

  	
  a contract in any
  form (including a purchase order) for the sale or hire of goods and/or
  provision of services to a Customer under which an Invoice arises.

   

  
	
  “Customer”

  	
   

  	
  a party under a
  Contract of Sale obliged to pay the Chargor an Invoice and, where the context
  permits, a prospective Customer.

   

  
	
  “Default”

  	
   

  	
  any of the
  following events:

  
	
   

  	
   

  	
  (i)

  	
  LTSBCF makes
  demand for the payment or discharge of all or any part of the Secured
  Liabilities;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  the Chargor
  requests LTSBCF to appoint an Administrator or a Receiver or to take
  possession;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  the Chargor
  breaches (or is found to have breached) any of the covenants or warranties
  given by it to LTSBCF in this Debenture;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
  the occurrence of
  a Termination Event.

  
	
   

  	
   

  	
   

  	
   

  
	
  “Environmental Laws”

  	
   

  	
  all laws,
  directions and regulations and all codes of practice, circulars and guidance
  notes issued by any competent authority or agency (whether in the United
  Kingdom or elsewhere and whether or not having the force of law) concerning
  the protection of the environment or human health, including without
  limitation the conservation of natural resources, the production, storage,
  transportation, treatment, recycling or disposal of any waste or any noxious,
  offensive or dangerous substance or the liability of any person, whether
  civil or criminal, for any damage to or pollution of the 

  






 


16

















 




	
   

  	
   

  	
  environment or the
  rectification thereof or any related matters.

  
	
   

  	
   

  	
   

  
	
  “Environmental Licence”

  	
   

  	
  any permit,
  licence, authorisation, consent or other approval required by any
  Environmental Law.

   

  
	
  “Dispose” or “Disposal”

  	
   

  	
  includes sale,
  transfer, lease, licence, or parting with possession or granting any interest
  in.

   

  
	
  “Equipment”

  	
   

  	
  any plant,
  machinery and/or other equipment charged to LTSBCF by this Debenture.

  
	
   

  	
   

  	
   

  
	
  “Expenses”

  	
   

  	
  those fees, cost,
  charges and expenses covenanted to be paid by the Chargor in clause 14.1.

  
	
   

  	
   

  	
   

  
	
  “Indemnified Events”

  	
   

  	
  those matters and
  events in respect of which the Chargor is liable to indemnify or reimburse
  LTSBCF, including those referred to in clauses 5.4 and 14.

  
	
   

  	
   

  	
   

  
	
  “Insolvency Act”

  	
   

  	
  Insolvency Act
  1986 and any secondary legislation made under it.

  
	
   

  	
   

  	
   

  
	
  “Intellectual Property”

  	
   

  	
  all patents
  (including applications, improvements, prolongations, extensions and right to
  apply therefor), design rights, trade marks and service marks (whether
  registered or unregistered) and applications for the same, copyright, trade,
  brand, domain and business names, knowhow, confidential information, trade
  secrets, databases and computer software programs and systems and all other
  intellectual or intangible property (including the benefit of any licences or
  consents relating to any of the above) and all fees, royalties or other
  rights derived therefrom or incidental thereto in any part of the world.

  
	
   

  	
   

  	
   

  
	
  “Invoice”

  	
   

  	
  means any present,
  future or contingent obligation (including any tax or duty) of a Customer to
  make payment under a Contract of Sale (whether invoiced or not) and, where
  the context permits, includes part of an Invoice.

  
	
   

  	
   

  	
   

  
	
  “LPA”

  	
   

  	
  Law of Property
  Act 1925.

  
	
   

  	
   

  	
   

  
	
  “Non Vesting Invoices”

  	
   

  	
  all or any
  Invoices from time to time purported to be assigned to LTSBCF pursuant to the
  Receivables Finance Agreement which are not assigned absolutely to LTSBCF for
  any reason (and whether or not held on trust for LTSBCF) together with the
  Related Rights to such Invoices.

  
	
   

  	
   

  	
   

  
	
  “Nominated Account”

  	
   

  	
  any account opened
  pursuant to clause 4.1.3.

  
	
   

  	
   

  	
   

  
	
  “Other Invoices”

  	
   

  	
  all book debts,
  revenues and claims whether actually or contingently owing to the Chargor 

   

  






 


17

















 




	
   

  	
   

  	
  whether or not on
  account of its trading both present and future and including all choses in
  action which may give rise to a debt, revenue or claim and any security held
  by the Chargor for such debt, revenue or claim and any other rights relating
  thereto, such as, reservation of title or an unpaid vendor’s lien, but excluding:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  any Invoices
  assigned to LTSBCF pursuant to the Receivables Finance Agreement; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  Non Vesting
  Invoices.

  
	
   

  	
   

  	
   

  
	
  “Permitted Security Interest”

  	
   

  	
  any Security
  Interest specified in Schedule 4 and any lien arising by operation of law in
  the ordinary course of trading over property other than land.

   

  
	
  “Property”

  	
   

  	
  any freehold or
  leasehold property owned or occupied by the Chargor.

   

  
	
  “Receiver”

  	
   

  	
  any receiver or
  receiver and manager who is not an administrative receiver (within the meaning
  of section 29(2) Insolvency Act) appointed under this Debenture.

   

  
	
  “Receivables Finance Agreement”

  	
   

  	
  the agreement for
  the sale and purchase of Invoices between the Chargor and LTSBCF, details of
  which are set out in Schedule 1 as varied, amended, supplemented or replaced
  from time to time.

   

  
	
  “Related Rights”

  	
   

  	
  has the same
  meaning as in the Receivables Finance Agreement.

  
	
   

  	
   

  	
   

  
	
  “Remittances”

  	
   

  	
  cash, cheques,
  bills of exchange, negotiable and non-negotiable instruments, letters of
  credit, orders, drafts, promissory notes, electronic payments and any other
  instruments, methods or forms of payment or engagement.

   

  
	
  “Security Interest”

  	
   

  	
  any mortgage,
  charge, pledge, trust, assignment by way of security, hypothecation, lien, or
  any other arrangement for the purpose of or having a similar effect to
  creating security or any title retention rights or any set off rights created
  by agreement.

   

  
	
  “Secured Liabilities”

  	
   

  	
  all monies (in
  whatever currency), obligations and liabilities which are from time to time
  due, owing or incurred by the Chargor to LTSBCF, whether actually or
  contingently, solely or jointly and whether as principal or surety, including
  discount charges and interest (as well after as before judgment) commission
  and other fees and charges 

  






 


18

















 




	
   

  	
   

  	
  at the rates and
  on the terms agreed between the Chargor and LTSBCF from time to time,
  together with all Expenses and all amounts owing in respect of Indemnified
  Events plus, in each case, interest at the rate agreed with the Chargor, from
  the date the same are incurred to the date of payment in full compounded
  monthly or otherwise in accordance with LTSBCF’s usual practice.

   

  
	
  “Securities”.

  	
   

  	
  all stocks,
  shares, bonds and securities of any kind whatsoever (including warrants and
  options to acquire or subscribe for any of the same) and whether marketable
  or not, held by the Chargor now or at any time in the future including all
  allotments, rights and benefits at any time accruing, offered or arising in
  respect of or incidental to the same and all money or property accruing or
  offered at any time by way of dividend, distribution, conversion, redemption,
  bonus, preference, option, interest or otherwise in respect thereof.

   

  
	
  “Trust Account”

  	
   

  	
  any bank account
  into which Customers are required under the Receivables Finance Agreement to
  pay Invoices on which LTSBCF is the only authorised signatory.

   

  






 


21.3         In this Debenture:


 




	
  21.3.1

  	
   

  	
  unless
  the context requires otherwise, the singular includes the plural and vice
  versa and any reference to a gender includes any other gender;

  
	
   

  	
   

  	
   

  
	
  21.3.2

  	
   

  	
  headings
  to clauses are for reference only and shall not affect the interpretation of
  this Debenture;

  
	
   

  	
   

  	
   

  
	
  21.3.3

  	
   

  	
  references
  to clauses and to Schedules are to the clauses of and schedules to this
  Debenture;

  
	
   

  	
   

  	
   

  
	
  21.3.4

  	
   

  	
  references
  to a “person”, include individuals, firms, partnerships, corporations,
  unincorporated bodies and government entities;

  
	
   

  	
   

  	
   

  
	
  21.3.5

  	
   

  	
  references
  to “LTSBCF”, include its assignees or transferees;

  
	
   

  	
   

  	
   

  
	
  21.3.6

  	
   

  	
  references
  to any Act of Parliament include that Act as amended, modified or re-enacted
  from time to time and all rules, regulations, orders and subordinate
  legislation made pursuant to it; any provision of this Debenture which refers
  to an Act which is amended, may itself be amended in such manner as LTSBCF
  may determine to preserve the intended effect of this Debenture;

  
	
   

  	
   

  	
   

  
	
  21.3.7

  	
   

  	
  references
  to this “Debenture” or any other document are to this Debenture or that
  document as from time to time amended, supplemented, restated, novated or
  replaced, however fundamentally;

  
	
   

  	
   

  	
   

  
	
  21.3.8

  	
   

  	
  references
  to the “Charged Assets” are to the whole or any part of such property or
  assets, as the context requires;

  






 


19

















 




	
  21.3.9

  	
   

  	
  whenever
  the Chargor is obliged to do something if required or requested by LTSBCF, it
  shall do that thing promptly;

  
	
   

  	
   

  	
   

  
	
  21.3.10

  	
   

  	
  the
  meaning of general words introduced by the word “other” or (followed by the
  word “including”) shall not be limited by reference to any preceding (or
  following) word or enumeration indicating a particular class of acts, matters
  or things.

  






 


21.4         It is intended that this
Debenture takes effect as a deed even though LTSBCF may only execute it under
hand.


 


21.5         This Debenture may be executed in
counterparts.


 


21.6         Any term or phrase defined
in the Companies Act 1985 and 2006 (whether capitalised or not) bears the same
meaning in this Debenture.


 


20

















 


SCHEDULE 1


 


The
Receivables Finance Agreement entered into between the Chargor and LTSBCF
dated            20  .


 


SCHEDULE 2


 


Registered Land


 


Description and
Title Numbers


 


SCHEDULE 3


 


Plant and machinery


 


SCHEDULE 4


 


Permitted Security
Interests


 


21

















 


IN WITNESS whereof
this Debenture has been executed as a Deed by the Chargor on the date inserted
at the beginning of this Debenture


 


	
  THE CHARGOR

  
	
   

  
	
  EXECUTED AND DELIVERED AS A DEED BY

  
	
  PASCALL ELECTRONICS LIMITED

  
	
   

  
	
  acting by

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Director
  **

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of
  Director/Company Secretary **

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  In the presence
  of:

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name*:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Occupation:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  *Witness Signature
  (only required if the Company is registered with a sole Director as per the
  Companies Act 2006) 

  
	
   

  	
   

  	
   

  
	
  Address: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
							



 


LTSBCF


 


SIGNED
and DELIVERED as a Deed on        day
of                        on
behalf of


LLOYDS
TSB COMMERCIAL FINANCE LIMITED


 


	
   

  	
   

  	
  )

  	
   

  
	
  by 

  	
  1.**

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  duly appointed
  attorney

  	
  )

  	
   

  
	
   

  	
   

  	
   

  	
  )

  	
  Attorney (s) for Lloyds
  TSB Commercial Finance Limited 

  
	
   

  	
  2.**

  	
   

  	
  )

  
	
   

  	
   

  	
  duly appointed
  attorney

  	
  )

  
	
   

  	
   

  	
  )

  	
   

  
	
  In the presence
  of:

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  
	
  Signature:

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  
	
  Name:**

  	
   

  	
  )

  	
  Witness (only required
  if one attorney signs

  
	
   

  	
   

  	
  )

  
	
  Occupation: 

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  



 






	
  Key

  	
  **

  	
  = insert full names

  	
   

  	
   

  
	
   

  	
  *

  	
  = delete as
  applicable

  	
   

  	
   

  



 


22