Form: MR01 - Registration of a charge

REGISTRATION OF A CHARGE / CHARGE CODE 069338240002

Filed on: 7 May 2013

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In accordance with
Sections ###A and
###] of the Companies
Act Z###
l\/l R## ' ' '
Partrculars of a charge
(#)
Companies House
A tee ## payable wnh this form You can use the WebFiling service to le this lorn onlooker
Please see ‘How to pay‘ on the Please go to WWW companies house gob UK
last page
J What this form is for X What this form is NOT for For further information, please
You may use thus form to register You may not use this form to
refer to our guidance at
a charge created or evidenced by register a charge where there is “ ' " """ ""
an instrument instrument Use form MROB
r ‘r r
This form must be delivered to the Registrar for registration with
## days beginning with the day after the date of creation of the charge '
delivered outside of the Z# days it will be rejected unless it IS accompany' . _
court order extending the time for delivery Rcs R##HKR#N
You must enclose a certified copy of the instrument with this form This . __
scanned and placed on the public record
o#/OS/#### ,,
COMPANIES HOUSE ###
El
u___
Company details
Company number
#lei#i#island#i#
Company name in f
H Charge creation date
ll REDNAL PNEUMATICS LlMlTED
Charge creation date
_#_#_ ta la l'lo'# ls
k \ ml formula Mt‘
-r Filling in this form
Please complete in typescript or in
bold black capitals
All gelds are mandatory unless
specified or demarcated by '
a__
Names of persons, security agents or trustees entitled to the charge
Please show the names lo each of the persons, security agents or trustees
entitled to the charge
Name
Name
PLANT FIX LIMITED (Co Regrstration No ########)
Name
Name
If there are more than four names. please supply any four of these names then
tick the statement below
El I confirm that there are more than four persons, security agents or
trustees entitled to the charge
##/t# Version \ #

.#
l\/l#l - --
Particulars of a charge
u Description
Please give a short description of any land (including buildings), ship, aircraft or Cvnlimlfltteri page
intellectual property registered (or required to be registered) in the UK which is Please “Se # ‘°""""""°" Page ‘l
subject to this fixed charge or fixed security #°“ mes ‘° em“ '“°’° dims
De#“‘Pl‘°" All plant and machinery equipment stock vehicles and book debts
of the business being carried on at the premises of Rednal
Pneumatics Limited at Mile Oak Industrial Estate, Oswestry,
Shropshire SY## #GA including the value of any lease on those
premises
H Fixed charge or fixed security
Does the instrument include a fixed charge or fixed security over any tangible
or intangible (or in Scotland) corporeal or incorporeal property not described
above? Please tick the appropriate box
Yes
l:l No
Ia Floating charge
ls the instrument expressed to contain a floating charge? Please tick the
appropriate box
Yes Continue
l No GotoSection#
ls the floating charge expressed to cover all the property and undertaking of
the company?
[I Yes
H Negative Pledge
Do any of the terms of the charge prohibit or restrict the charger from creating
any further security that Wlll rank equally with or ahead of the charge? Please
tick the appropriate box
[:# Yes
No
##/## Version # #

,L.
l\/roll -- »
Particulars of a charge
Trustee statement" _ _ -
Signature
Please sign the form here
Signature #;€‘"" I
This form must be signed by a person with an interest in the charge
You may tick the box if the company named in Section # IS acting as trustee of #Thi§ Stfltsmsflt may be "led fllw
the propeny or undertaking which is the SUl'J]#CI of the charge ‘he '°#'#"a"°" °l ‘he ¢l‘a'#e (“is
D form MR##)
O#/## Version # O

.#
l\/roll .._.
Particulars of a charge
B Presenter information u Important information
We will send the certificate to the address entered
below All details given here will be available on the
public record You do not have to show any details
here but, if none are given, we will send the certificate
to the company's Registered Office address
(°"'“"“"" Francis Sachs
c°"'°a"'"m Finance Conseil Limited
## Manor Court
High Street
Address
West Molesey
'°“'°"" West Molesey
Counlyliegion
Surrey
"'“‘°“* I IK IT I# I l# ll I#
Country
UK
ox
'lei#PYiDn#
###########
n Certificate
We will send your certificate to the presenter's address
if given above or to the company‘s Registered Office if
you have left the presenter's information blank
H Checklist
We may return forms completed incorrectly or
with information missing
Please make sure you have remembered the
following
El The company name and number match the
information held on the public Register
El You have included a certified copy of the
instrument with this form
El You have entered the date on which the charge
was created
El You have shown the names of persons entitled to
the charge
U You have ticked any appropriate boxes in Sections
#. #, #, # #i #
El You have given a description in Section #, if
appropriate
l Ysou have signed the form
U You have enclosed the correct fee
Cl Please do not send the original instrument, it must
be a certified copy
Please note that all information on this form will
appear on the public record
I! How to pay
A fee of £## is payable to Companies House
in respect of each mortgage or charge filed
on paper
Make cheques or postal orders payable to
‘Companies House‘
Where to send
You may return this form to any Companies House
address However, for expediency, we advise you
to return it to the appropriate address below
For companies registered in England and Wales
The Registrar of Companies, Companies House,
Crown Way, Cardiff, Wales, CF## #UZ
DX ##### Cardiff
For companies registered in Scotland
The Registrar of Companies, Companies House.
Fourth floor, Edinburgh Quay #.
l## Fountainbridge, Edinburgh, Scotland, EH# #FF
DX ED### Edinburgh #
or LP - # Edinburgh # (Legal Post)
For companies registered in Northern Ireland
The Registrar of Companies, Companies House,
Second Floor, The Linenhall, ##-## Linenhall Street,
Belfast, Northern Ireland, BT# #BG
DX ### N R Belfast #
n Further information
For further information, please see the guidance notes
on the website at WWW companies house gob UK or
email enquiries@companies house gob UK
This form IS available in an
alternative format. Please visit the
forms page on the website at
WWW companies house.gob.UK
This form has been provided leer lo charge by Companies House
O#/## Version # O

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FILE
CERTIFICATE OF THE
REGISTRATION OF A CHARGE
Company number: #######
Charge code" #### #### ####
The Registrar of Companies for England and Wales hereby certifies that a
charge dated ##Th April #### and created by REDNAL PNEUMATICS LTD
was devil d
ere pursuant to Chapter A# Part ## of the Com a ‘ A
p noes ct #### on
#St May ####
Given at Companies House, Cardiff on #Th May ####
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Companies House
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THE OFFICIAL SEAL OF THE
REGISTRAR OF COMPANIES

if #;; tail ETA time L ; at Jig“ ?,,,_
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This DEED is dated H. /‘L pi,” ‘ ‘Q’ #### P Aw)“
PARTIES
(#)REDNAL PNEUMATICS LIMITED incorporated and registered in
England and Wales with company number ######## whose registered
office is at Pennant House #-# Napier Court Napier Road Reading
Berkshire RG# #BW (Borrower).
(#) PLANT FIX LIMITED incorporated and registered in England and
Wales with company number ######## whose registered office is at
Quayside House William Street Southampton Hampshire SO## #QH
(Lender).
BACKGROUND
(A) Prior to the date of this Debenture, the Lender supplied certain goods
to the Borrower for which payment remains overdue and outstanding
from the Borrower to the Lender (Debt).
(B) In consideration of the Lender not issuing a winding up petition
against the Borrower, the Borrower has agreed to enter into this
Debenture to provide the Lender with security for the Debt and the other
Secured Liabilities on the terms set out in this Debenture.
AGREED TERMS
#. DEFINITIONS AND INTERPRETATION
#.# Definitions
The following definitions in this clause apply in this Debenture:
Administrator: an administrator appointed to manage the affairs,
business and property of the Borrower pursuant to paragraph ## of
Schedule #.
Agreement: all agreements, contracts or arrangements entered into
between the Borrower and its clients, customers or suppliers.
Book Debts: all present and future book and other debts, and monetary
claims due or owing to the Borrower, and the benefit of all security,
#

Insurance Policies: all the contracts and policies of insurance effected
or maintained by the Borrower from time to time ll’l respect of its assets
or business (Including, without limitation, any insurances relating to the
Properties or the Equlpment).
Intellectual Property: the Borrower's present and future patents, trade
marks, service marks, trade names, designs, copyrights, inventions,
topographical or similar rights, confidential information and know-how
and any interest in any of these rights, whether or not registered,
ludicrous'l all application aNd rights to apply for registration and all fees,
royalties and other rights derived from, or incidental to, these rights
Investments: all present and future stocks, shares, loan capital,
securities, bonds and investments (whether or not marketable) for the
time being owned (at law or in equity) by the Borrower, including all
rights accruing or incidental to those investments from time to time
Properties: all freehold and leasehold properties (whether registered or
unregistered) and all common hold properties, now or in the future (and
from time to time) owned by the Borrower or in which the Borrower holds
an interest and Property means any of them.
Receiver: a receiver and/or manager of any or all of the Charged
Property appointed under paragraph # of Schedule #
Secured Liabilities: all present and future monies, obligations and
habitualness owed by the Borrower to the Lender, whether actual or
contingent and whether owed Jointly or severally, as Dl'll'clop#i or surety
and/or ll'l any other capacity whatsoever, incurred in whatsoever manner
(including, without limitation, under or in connection with the Debt or this
Debenture) together with all interest (including, without limitation, default
interest) accruing in respect of such monies or liabilities.
Security Financial Collateral Arrangement: shall have the meaning
given to that GXDFGSSIOFI in the Fll'all'albino Collateral Regulatlons #
#

Security Interest: any mortgage, charge (whether fixed or floating,
legal or equitable), pledge, lien, assignment by way of security, or other
security Interest securing any obligation of any person or any other
agreement or arrangement having a similar effect.
Security Period: the p€l'l#d starting on the date of this Debenture and
ending on the date on which all the Secured LiabIlItIes have been
unconditionally and irrevocably paid and discharged in full and no further
Secured LIabilItIes are capable of being outstanding.
# # Interpretation
Unless the context otherwise requires, In this Debenture:
(a) any reference to any statute or statutory pro Vision includes a
reference to any sub Ordinate legislation made under that statute or
statutory Dl'OViSlOl'l, to any modification, re-enactment or ex Tension of
that statute or statutory provision and to any former statute or statutory
pi'OVlSlOfl which it consolidated or re-enacted before the date of this
Debenture;
(b) a reference to one gender includes a reference to the other genders,
(c) words in the singular Include the plural and In the plural include the
singular;
(d) a reference to a clause or Schedule IS to a clause or Schedule of or to
this Debenture;
(e) a reference to this Debenture (or any specified PFOVISIOFI of it) or any
other document shall be construed as a reference to this Debenture, that
pro Vision or that document as In force for the time being and as amended
or notated from time to time;
(f) a reference to a person shall be construed as conclude a reference to
an individual, firm, corporation, unincorporated body of persons or any
state or any agency of a person,
(g) a reference to an amendment includes a supplement, variation,
n Ovation or re-enactment (and amended shall be construed accordingly),
(h) a reference to assets includes present and future properties,
undertakings, revenues, rights and benefits of every description,
#

(i) a reference to an authorisation includes an authorisation, consent,
licence, approval, resolution, exemption, filing, registration and
militarisation;
(J) a reference to a regulation includes any regulation, rule, official
directive, request or guideline (whether or not having the force of law) of
any governmental, inter-governmental or supranational body, agency,
department or regulatory, self-regulatory or other authority or
organisation,
(k) a reference to the Borrower or the Lender shall include its
successors, permitted transferees and permitted assigns, and
(l) the headings do not form part of this Debenture or any part of it and
do not affect its interpretation
Clawback
If the Lender considers that an amount IS capable of being avoided or
otherwise set aside on liquidation or administration of the Borrower or
otherwise, then that amount shall not be considered to have been
irrevocably paid for the purposes of this Debenture.
# # Nature of security over real property
A reference in this Debenture to a charge or mortgage of any freehold,
leasehold or common hold property includes
(a) all buildings and fixtures (including trade and tenant's fixtures) which
are at any time situated on that property;
(b) the proceeds of sale of any part of that property, and
(c) the benefit of any covenants for title given or entered into by any
predecessor in title of the Borrower in respect of that property or any
monies paid or payable in respect of those covenants
#.# Law of Property (Miscellaneous Provisions) Act ####
For the purposes of section # of the Law of Property (Miscellaneous
Provisions) Act #### the terms of the Debt and of any side letters
between any parties in relation to the Debt are incorporated in this
Debenture.
#

#.# Insolvency Act ####
Paragraph ## of Schedule Bl to the Insolvency Act #### (as inserted by
section ### of, and Schedule ## to, the Enterprise Act ####) applies to
the floating charge created by this Debenture
#. COVENANT TO PAY
The Borrower shall on demand pay to the Lender and discharge the
Secured Liabilities when they become due
#. GRANT OF SECURITY
#.# Charging clause
As a continuing security for the payment and discharge of the Secured
Liabilities, the Borrower with full title guarantee
#.# Automatic conversion of floating charge
The floating charge created by clause # #(e) shall automatically and
immediately (without notice) be converted into a fixed charge over the
relevant Charged Property if
the Borrower.
(a) charges to the Lender, by way of first legal mortgage, each of the
Properties owned by the Borrower or in which the Borrower holds an
interest as at the date of this Debenture,
(b) charges to the Lender, by way of first fixed charge:
(i) all Properties acquired by the Borrower in the future;
(ii) all present and future interests of the Borrower not effectively
mortgaged or charged under the preceding provisions of this clause # in
or over freehold or leasehold property,
(iii) all present and future rights, licences, guarantees, rents, deposits,
contracts, covenants and warranties relating to the Properties,
(iv) all licences, consents and authorisations, statutory or otherwise held
or required in connection with the Borrower's business or the use of any
Charged Property and all rights in connection with them,
(v) all present and future goodwill and uncalled capital for the time being
of the Borrower,
(VI) all Equipment;
#

l
l
l
(vii) all the Intellectual Property;
(viii) all the Book Debts,
(ix) all the Investments; and
(X) all monies from time to time standing to the credit of the Borrower's
accounts with any bank, financial institution or other person; and
(c) assigns to the Lender absolutely, sub)ext to a proviso for reassignment
on irrevocable discharge in full of the Secured Liabilities, all its rights in
each Insurance Policy,
(d) assigns to the Lender absolutely, subject to a proviso for
reassignment on irrevocable discharge in full of the Secured Liabilities, to
the extent it is assignable, the benefit of each Agreement and the benefit
of any guarantee or security for the performance of an Agreement, and
(e) charges to the Lender, by way of first floating charge, all the
undertaking, property, assets and rights of the Borrower at any time not
effectively mortgaged, charged or assigned pursuant to clause # #(a) to
clause #.l(d) (inclusive).
(i) creates, or attempts to create, over all or any part of the Charged
Property a Security Interest without the prior written consent of the
Lender or any trust in favour of another person; or
(ii) disposes or attempts to dispose of all or any part of the Charged
Property (other than property subject only to the floating charge while it
remains crystallised whinch property may be disposed of in the ordinary
course of business); or
(b) a receiver IS appointed over all or any of the Charged Property that is
subject to the floating charge; or
(c) any person levies or attempts to levy any distress, attachment,
execution or other process against all or any part of the Charged
Property; or
(d) the Lender receives notice of the appointment of, or a proposal or an
intention to appoint, an administrator of the Borrower.
#

#.# Conversion of floating charge by notice
The Lender may in its sole discretion at any time by written notice to the
Borrower convert the floating charge created under this Debenture into a
fixed charge as regards any part of the Charged Property specified by the
Lender in that notice.
#.# Assets acquired after any floating charge crystallisation
Any asset acquired by the Borrower after any crystallisation of the floating
charge created under this Debenture which but for such crystallisation
would be subject to a floating charge shall (unless the Lender confirms in
writing to the contrary) be charged to the Lender by way of first fixed
charge.
#. LIABILITY OF BORROWER
# # Liability not discharged
The liability of the Borrower under this Debenture in respect of any of the
Secured Liabilities shall not be discharged, prejudiced or affected by:
(a) any security, guarantee, indemnity, remedy or other right held by or
available to the Lender being or becoming wholly or partially illegal, void
or unenforceable on any ground; or
(b) the Lender renewing, determining, varying or increasing any facility or
other transaction in any manner or concurring in, accepting or varying
any compromise, arrangement or settlement or omitting to claim or
enforce payment from any other person; or
(c) any other act or omission which but for this provision might have
discharged or otherwise prejudiced or affected the liability of the
Borrower.
# # Immediate recourse
The Borrower waives any right it may have of requiring the Lender to
enforce any security or other right or claim any payment from or
otherwise proceed against any other person before enforcing this
Debenture against the Borrower.
#

#. REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lender in the terms set out
in Schedule # The representations and warranties set out in Schedule #
are made on the date of this Debenture and shall be deemed to be made
on each day of the Security Period with reference to the facts and
circumstances then existing.
#. COVENANTS
#.# Covenants
The Borrower covenants with the Lender during the continuance of the
security constituted by this Debenture in the terms set out in Schedule #
#. POWERS OF THE LENDER
#.# Powers of the Lender
The Lender shall have the powers set out in Schedule #.
#. ENFORCEMENT
#.# Enforcement events
The security constituted by this Debenture shall be immediately
enforceable in any of the circumstances set out in paragraph # of
Schedule #. The parties to this Debenture agree that the provisions of
Schedule # shall apply to this Debenture and shall be binding between
them.
#.# Receiver‘s powers
A Receiver shall have, in addition to the powers conferred on receivers by
statute, the further powers set out in Schedule #.
#.# Right of appropriation
To the extent that the Charged Property constitutes Financial Collateral
and this Debenture and the obligations of the Borrower hereunder
constitute a Security Financial Collateral Arrangement, the Lender shall
have the right, at any time after the security constituted by this
Debenture has become enforceable, to appropriate all or any of that
Charged Property in or towards the payment and/or discharge of the
Secured Liabilities in such order as the Lender in its absolute discretion
may from time to time determine The value of any Charged Property
#

appropriated in accordance with this clause shall be the price of that
Charged Property at the time the right of appropriation is exercised as
listed on any recognised market index, or determined by such other
method as the Lender may select (including independent valuation). The
Borrower agrees that the methods of valuation provided for in this clause
are commercially reasonable for the purposes of the Financial Collateral
Regulations.
#. COSTS AND INDEMNITY
#.# Costs
The Borrower shall pay to or reimburse the Lender and any Receiver on
demand, on a full indemnity basis, all Costs incurred by the Lender and/or
any Receiver in relation to
(a) this Debenture or the Charged Property, or
(b) protecting, perfecting, preserving or enforcing (or attempting to do
so) any of the Lender's or the Receiver‘s rights under this Debenture, or
(c) suing for, or recovering, any of the Secured Liabilities,
(including, without limitation, the Costs of any proceedings in relation to
this Debenture or the Secured Liabilities) together with, in the case of
clause #.#(b) and clause # #(c), interest on the amount due at the default
rate of interest specified in respect to the Debt.
# # Indemnity
The Lender and any Receiver and their respective employees and agents
shall be indemnified on a full indemnity basis out of the Charged Property
in respect of all actions, liabilities and Costs incurred or suffered in or as a
result of‘
(a) the exercise or purported exercise of any of the powers, authorities or
discretions vested in them under this Debenture; or
(b) any matter or thing done or omitted to be done in relation to the
Charged Property under those powers; or
(c) any default or delay by the Borrower in performing any of its
obligations under this Debenture
##

##. RELEASE
##.# Release
Subject to clause ##.#, upon the expiry of the Security Period (but not
otherwise) the Lender shall, at the request and cost of the Borrower, take
whatever action is necessary to release the Charged Property from the
security constituted by this Debenture.
##. ASSIGNMENT AND TRANSFER
## # Assignment by Lender
The Lender may at any time, without the consent of the Borrower, assign
or transfer the whole or any part of the Lender's rights and/or obligations
under this Debenture to any person.
##.# Assignment by Borrower
The Borrower may not assign any of its rights or transfer any of its
obligations under this Debenture or enter into any transaction, which
would result in any of those rights or obligations passing to another
person.
##. POWER OF ATTORNEY
##.# Appointment of attorneys
By way of security, the Borrower irrevocably appoints the Lender and
every Receiver separately to be the attorney of the Borrower and, in its
name, on its behalf and as its act and deed, to execute any documents
and do any acts and things that.
(a) the Borrower is required to execute and do under this deed; and/or
(b) any attorney deems proper or desirable in exercising any of the rights,
powers, authorities and discretions conferred by this deed or by law on
the Lender or any Receiver.
##.# Ratification of acts of attorneys
The Borrower ratifies and confirms, and agrees to ratify and confirm,
anything which any of its attorneys may do in the proper and lawful
exercise, or purported exercise, of all or any of the rights, powers,
authorities and discretions referred to in clause ##.#.
##

##. FURTHER PROVISIONS
##.# Independent security
This Debenture shall be in addition to and independent of every other
security or guarantee which the Lender may at any time hold for any of
the Secured Liabilities and no prior security held by the Lender over the
whole or any part of the Charged Property shall merge in the security
created by this Debenture.
##.# Continuing security
This Debenture shall remain in full force and effect as a continuing
security for the Secured Liabilities, notwithstanding any settlement of
account or intermediate payment or other matter or thing whatsoever,
unless and until the Lender discharges this Debenture in writing
## # Discharge conditional
Any release, discharge or settlement between the Borrower and the
Lender shall be deemed conditional upon no payment or security received
by the Lender in respect of the Secured Liabilities being avoided, reduced
or ordered to be refunded pursuant to any law relating to insolvency,
bankruptcy, winding-up, administration, receivership or otherwise and,
notwithstanding any such release, discharge or settlement.
(a) the Lender or its nominee shall be at liberty to retain this Debenture
and the security created by or pursuant to this Debenture, including all
certificates and documents relating to the whole or any part of the
Charged Property, for such period as the Lender shall deem necessary to
provide the Lender with security against any such avoidance, reduction or
order for refund; and
(b) the Lender shall be entitled to recover the value or amount of such
security or payment from the Borrower subsequently as if such release,
discharge or settlement had not occurred
##.# Certificates
A certificate or determination by the Lender as to any amount for the time
being due to it from the Borrower shall (in the absence of any manifest
error) be conclusive evidence of the amount due
##

\
## # Rights cumulative
The rights and powers of the Lender conferred by this Debenture are
cumulative, may be exercised as often as the Lender considers
appropriate, and are in addition to its rights and powers under the general
law
##.# Waivers
Any waiver or variation of any right by the Lender (whether arising under
this Debenture or under the general law) shall only be effective if it is in
writing and signed by the Lender and applies only in the circumstances for
which it was given and shall not prevent the Lender from subsequently
relying on the relevant provision
## # Further exercise of rights
No act or course of conduct or negotiation by or on behalf of the Lender
shall in any way preclude the Lender from exercising any right or power
under this Debenture or constitute a suspension or variation of any such
right or power.
## # Delay
No delay or failure to exercise any right or power under this Debenture
shall operate as a waiver
## # Single or partial exercise
No single or partial exercise of any right under this Debenture shall
prevent any other or further exercise of that or any other such right
##.## Consolidation
The restriction on the right of consolidation contained in section ## of the
Law of Property Act #### shall not apply to this Debenture
##.## Partial invalidity
The invalidity, enforceability or illegality of any provision (or part of a
provision) of this Debenture under the laws of any jurisdiction shall not
affect the validity, enforceability or legality of the other provisions. If any
invalid, unenforceable or illegal provision would be valid, enforceable or
legal if some part of it were deleted, the provision shall apply with any
##

t
modification necessary to give effect to the commercial intention of the
parties.
##.## Counterparts
This Debenture may be executed and delivered in any number of
counterparts, each of which is an original and which together have the
same effect as if each party had signed the same document
## ## Third party rights
A third party has no right under the Contracts (Rights of Third Parties) Act
#### to enforce, or to enjoy the benefit of, any term of this Debenture.
## ## Perpetuity period
If the rule against perpetuities applies to any trust created by this
Debenture, the perpetuity period shall be ### years (as specified by
section #(#) of the Perpetuities and Accumulations Act ####)
##. NOTICES
##.# Service
Any notice or other communication given under this Debenture shall be:
(a) in writing, delivered personally or sent by pre-paid first-class post,
and (b) sent.
(i) to the Borrower at:
REDNAL PNEUMATICS LIMITED
Pennant House
#-# Napier Court
Napier Road
Reading
Berkshire
RG# #RU
(ii) to the Lender at:
PLANT FIX LIMITED
Quayside House
William Street
Southampton
Hampshire SO## SQH
##

## # Receipt
Receipt of any notice, given under clause ##.# above, shall be deemed to
be"
(a) if delivered personally, at the time of delivery, or
(b) in the case of pre-paid first—class letter, ## hours from the date of
posting,
but if deemed receipt occurs:
(i) before # O# am on a Business Day, the notice shall be deemed to have
been received at #:## am on that day, or
(ii) after #:## pm on a Business Day or on a day that is not a Business
Day, the notice shall be deemed to have been received at #'## am on the
next Business Day.
##.# Proof of service
In proving service of a notice, it shall be sufficient to prove that the
envelope containing such notice was addressed to the address of the
relevant party as set out in clause ##.# above.
##.# E-mail invalid
Notice given under this Debenture shall not be validly served if sent by e-
mail.
##. GOVERNING LAW AND JURISDICTION
##.# Governing law
This Debenture and any dispute or claim 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 according to the
law of England and Wales
##.# Jurisdiction
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 shall limit the right of the
##

Lender to take proceedings against the Borrower in any other court of
competent jurisdiction, nor shall the taking of proceedings in any one or
more jurisdictions preclude the taking of proceedings in any other
jurisdictions, whether concurrently or not, to the extent permitted by the
law of such other jurisdiction.
##.# Other service
The Borrower irrevocably consents to any process in any proceedings
being served on it in accordance with the provisions of this Debenture
relating to service of notices Nothing contained in this Debenture shall
affect the right to serve process in any other manner permitted by law.
This document has been executed as a DEED and is delivered and takes
effect on the date stated at the beginning of it.
SCHEDULE #
Representations and warranties
#. OWNERSHIP OF CHARGED PROPERTY
The Borrower is the legal and beneficial owner of the Charged Property
free from any Security Interest other than the Security Interests created
by this Debenture.
#. ADVERSE CLAIMS
The Borrower has not received or acknowledged notice of any adverse
claim by any person in respect of the Charged Property or any interest in
it
#. ADVERSE COVENANTS
There are no covenants, agreements, reservations, conditions, interests,
rights or other matters whatever, which materially adversely affect the
Charged Property.
#. NO BREACH OF LAWS
There is no breach of any law or regulation, which materially adversely
affects the Charged Property.
##

#. NO INTERFERENCE IN ENJOYMENT
No facility necessary for the enjoyment and use of the Charged Property
is subject to terms entitling any person to terminate or curtail its use.
#. NO OVERRIDING INTERESTS
Nothing has arisen or has been created or is subsisting, which would be
an overriding interest in any Property.
#. AVOIDANCE OF SECURITY
No Security Interest expressed to be created by this Debenture is liable to
be avoided or otherwise set aside on the liquidation or administration of
the Borrower or otherwise
#. ENVIRONMENTAL COMPLIANCE
The Borrower has at all times complied in all material respects with all
applicable Environmental Law
##

\ l
SCHEDULE # COVENANTS
#. NEGATIVE PLEDGE AND DISPOSAL RESTRICTIONS
The Borrower shall not at any time, except with the prior written consent
of the Lender:
(a) create, purport to create or permit to subsist any Security Interest on,
or in relation to, any Charged Property other than any Security Interests
created by this Debenture, or
(b) sell, assign, transfer, part with possession of or otherwise dispose of
in any manner (or purport to do so) all or any part of, or any interest in,
the Charged Property, except for the disposal in the ordinary course of
business of any of the Charged Property subject to the floating charge
created under this Debenture; or
(c) create or grant (or purport to create or grant) any interest in any
Charged Property in favour of a third party.
#. TRADING AND PRESERVATION OF CHARGED PROPERTY
The Borrower shall:
(a) carry on its trade and business in accordance with the standards of
good management from time to time current in such trade or business on
those parts (if any) of the Properties as are, or may be, used for the
purposes of trade or business; and
(b) not do, or permit to be done, any act or thing, which Wlii or might
depreciate, jeopardise or otherwise prejudice the security held by the
Lender or materially diminish the value of any of the Charged Property or
the effectiveness of the security created by this Debenture.
#. STATUTORY COMPLIANCE
The Borrower shall comply with all statutes, bye-laws and regulations
relating to its trade or business and the whole or any part of the Charged
Property.
##

#. PROVISION OF INFORMATION
The Borrower shall:
(a) promptly provide to the Lender whatever information, documents or
papers relating to the Charged Property as the Lender may from time to
time request, and
(b) inform the Lender promptly of any acquisition by the Borrower of, or
contract made by the Borrower to acquire, any freehold, leasehold or
other interest in Property
#. INSURANCE
S # The Borrower shall-
(a) insure and keep insured all of its undertaking and assets with
reputable and responsible insurers previously approved by the Lender in
such manner and to such extent as is reasonable and customary for an
enterprise engaged in the same or similar business and in the same or
similar localities against such risks and contingencies as the Lender shall
from time to time request,
(b) procure that the interest of the Lender is noted on all its policies of
insurance in such manner as the Lender may in its absolute discretion
require, and
(c) duly and punctually pay all premiums and any other monies necessary
for maintaining its insurance in full force and effect.
# # The Borrower shall apply all monies received by virtue of any
insurance of the whole or any part of the Charged Property.
(a) in making good or in recouping expenditure incurred in making good
any loss or damage: or
(b) if the Lender in its discretion so requires, towards the discharge of the
Secured Liabilities.
##

#. REPAIR
The Borrower shall.
(a) at all times keep in good and substantial repair and condition all the
Charged Property including, without limitation, all buildings, erections,
structures and fixtures and fittings on and in the Property,
(b) keep all Equipment in good repair, working order and condition and fit
for its purpose; and
(c) where it is uneconomic to repair any part of the Charged Property,
replace such part by another similar asset of equal or greater quality and
value.
#. NOTICE OF BREACH
The Borrower shall promptly upon becoming aware of the same give the
Lender notice in writing of any breach of:
(a) any representation or warranty set out in Schedule #; and
(b) any covenant set out in this Schedule #.
#. TITLE DOCUMENTS
The Borrower shall on the execution of this Debenture (or, if later, the
date of acquisition of the relevant Charged Property) deposit with the
Lender and the Lender shall during the continuance of this Debenture be
entitled to hold all deeds and documents of title relating to the Charged
Property which are in the possession or control of the Borrower (and, if
not within the possession and/or control of the Borrower, the Borrower
undertakes to obtain possession of all such deeds and documents of title).
#. FURTHER ASSURANCE
The Borrower, at its own cost, shall prepare and execute such further
legal or other mortgages, charges or transfers (containing a power of sale
and such other provisions as the Lender may reasonably require) in
favour of the Lender as the Lender shall in its absolute discretion from
##

time to time require over all or any part of the Charged Property and give
all notices, orders and directions which the Lender may require in its
absolute discretion for perfecting, protecting or facilitating the realisation
of its security over the Charged Property
##. INSPECTION
The Borrower shall permit the Lender and any Receiver and any person
appointed by either of them to enter upon and inspect any Property
during normal business hours upon reasonable prior notice.
##. BORROWER'S WAIVER OF SET—OFF
The Borrower waives any present or future right of set-off it may have in
respect of the Secured Liabilities (including sums payable by the Borrower
under this Debenture)
SCHEDULE # POWERS OF LENDER
#. POWER TO REMEDY
The Lender shall be entitled (but shall not be bound) to remedy a breach
at any time by the Borrower of any of its obligations contained in this
Debenture and the Borrower irrevocably authorises the Lender and its
agents to do all such things as are necessary or desirable for that
purpose.
#. EXERCISE OF RIGHTS
The rights of the Lender under paragraph # of this Schedule # are without
prejudice to any other rights of the Lender under this Debenture and the
exercise of those rights shall not make the Lender liable to account as a
mortgagee in possession
#. POWER TO DISPOSE OF CHATTELS
At any time after the security constituted by this Debenture shall have
become enforceable, the Lender or any Receiver
##

(a) may dispose of any chattels or produce found on any Property as
agent for the Borrower; and
(b) without prejudice to any obligation to account for the proceeds of any
sale of such chattels or produce, shall be indemnified by the Borrower
against any liability arising from such disposal.
#. PRIOR SECURITY INTERESTS
At any time after the security constituted by this Debenture shall have
become enforceable or after any powers conferred by any Security
Interest having priority to this Debenture shall have become exercisable,
the Lender may"
(a) redeem such or any other prior Security Interest or procure its
transfer to itself; and
(b) settle any account of the holder of any prior Security Interest.
Any accounts so settled and passed shall be, in the absence of any
manifest error, conclusive and binding on the Borrower and all monies
paid by the Lender to an encumbrance in settlement of such an account
shall, as from its payment by the Lender, be due from the Borrower to the
Lender on current account and shall bear interest and be secured as part
of the Secured Liabilities.
#. NEW ACCOUNTS
#.# If the Lender receives notice of any subsequent Security Interest or
other interest affecting all or part of the Charged Property, the Lender
may open a new account or accounts for the Borrower in the Lender's
books and (without prejudice to the Lender's right to combine accounts)
no money paid to the credit of the Borrower in any such new account will
be appropriated towards or have the effect of discharging any part of the
Secured Liabilities.
#.# If the Lender does not open a new account or accounts immediately
on receipt of notice under paragraph #.# of this Schedule #, then, unless
##

the Lender gives express written notice to the contrary to the Borrower,
as from the time of receipt of the relevant notice by the Lender all
payments made by the Borrower to the Lender shall be treated as having
been credited to a new account of the Borrower and not as having been
applied in reduction of the Secured Liabilities.
#. LENDER‘S SET-OFF RIGHTS
If the Lender shall have more than one account for the Borrower in its
books the Lender may at any time after
(a) the security constituted by this Debenture has become enforceable, or
(b) the Lender has received notice of any subsequent Security Interest or
other interest affecting all or any part of the Charged Property,
transfer, without prior notice, all or any part of the balance standing to
the credit of any account to any other account which may be in debit but
the Lender shall notify the Borrower of the transfer once made.
#. INDULGENCE
The Lender may in its discretion grant time or other indulgence or make
any other arrangement, variation or release with any person or persons
not being a party to this Debenture (whether or not such person or
persons are jointly liable with the Borrower) in respect of any of the ‘
Secured Liabilities or of any other security for them without prejudice
either to this Debenture or to the liability of the Borrower for the Secured
Liabilities.
##

SCHEDULE # ENFORCEMENT
#. ENFORCEMENT EVENTS
This Debenture shall be enforceable if.
(a) any of the Secured Liabilities shall not be paid or discharged when the
same ought to be paid or discharged by the Borrower (whether on
demand or at schedule ed maturity or by acceleration or otherwise, as the
case may be); or
(b) the Borrower shall be in breach of any of its obligations under this
Debenture or under any other agreement between the Borrower and the
Lender and that breach (if capable of remedy) has not been remedied to
the satisfaction of the Lender within ## days of notice by the Lender to
the Borrower to remedy the breach; or
(c) the Borrower'
(I) becomes unable to pay its debts as they fall due (and/or the value of
the Borrower's assets IS less than the amount of its liabilities, taking into
account the Borrower's contingent and prospective liabilities); or
(ii) commences negotiations with any one or more of its creditors with a
view to the general readjustment or rescheduling of its indebtedness, or
(iii) makes a general assignment for the benefit of, or a composition with,
its creditors, or
(d) the Borrower passes any resolution or takes any corporate action or a
petition is presented or proceedings are commenced or any action is
taken by any person for its winding-up, dissolution, administration or re-
organisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of it or of any or all of its revenues
and assets; or
(e) a distress, execution, attachment or other legal process is levied or
enforced upon or sued against all or any part of the assets of the
Borrower and remains undiscerning for seven days; or
##

(f) any event occurs in relation to the Borrower that is analogous to those
set out in paragraph #(c), paragraph #(d) or paragraph #(e) of this
Schedule #, or
(g) any representation, warranty or statement made or deemed to be
made by the Borrower under this Debenture is or proves to have been
incorrect or misleading when made or deemed to be made,
and in any such event (whether or not the event is continuing), without
prejudice to any other rights of the Lender, the powers of sale under the
Law of Property Act #### shall immediately be exercisable and the Lender
may in its absolute discretion enforce all or any part of the security
created by this Debenture as it sees fit.
#. STATUTORY POWER OF SALE
The powers of sale conferred upon mortgagees under the Law of Property
Act #### shall, as between the Lender and a purchaser from the Lender,
arise on and be exercisable at any time after the execution of this
Debenture, but the Lender shall not exercise such power of sale until the
security constituted by this Debenture has become enforceable under
paragraph # of this Schedule #.
#. EXTENSION OF STATUTORY POWERS
The statutory powers of sale, leasing and accepting surrenders conferred
upon mortgagees under the Law of Property Act #### and/or by any other
statute shall be exercisable by the Lender under this Debenture and are
extended so as to authorise the Lender whether in its own name or in that
of the Borrower to make any lease or agreement for lease, accepts
surrenders of lease or grant any option of the whole or any part or parts
of the freehold and leasehold property of the Borrower with whatever
rights relating to other parts of it and containing whatever covenants on
the part of the Borrower and generally on such terms and conditions
(including the payment of money to a lessee or tenant on a surrender)
and whether or not at a premium as the Lender thinks fit
##

#. PROTECTION OF THIRD PARTIES
No purchaser, mortgagee or other person dealing with the Lender or any
Receiver shall be concerned
(a) to enquire whether any of the Secured Liabilities have become due or
payable or remain unpaid or undiscerning, or whether the power the
Lender or a Receiver is purporting to exercise has become exercisable, or
(b) to see to the application of any money paid to the Lender or any
Receiver.
#. NO LIABILITY AS MORTGAGEE IN POSSESSION
Neither the Lender nor any Receiver nor any Administrator shall be liable
to account as mortgagee in possession in respect of all or any of the
Charged Property nor shall any of them be liable for any loss upon
realisation of, or for any neglect or default of any nature whatsoever in
connection with, all or any of the Charged Property for which a mortgagee
in possession might as such be liable.
#. APPOINTMENT OF RECEIVER
# # At any time after the security constituted by this Debenture has
become enforceable, or at the request of the Borrower, the Lender may
without further notice
(a) appoint by way of deed, or otherwise in writing, any one or more
person or persons to be a receiver or a receiver and manager of all or any
part of the Charged Property; and
(b) (subject to section ## of the Insolvency Act ####) from time to time
by way of deed, or otherwise in writing, remove any person appointed to
be Receiver and may in like manner appoint another in his place
Where more than one person is appointed Receiver, they will have power
to act separately (unless the appointment by the Lender specifies to the
contrary).
# # The Lender may fix the remuneration of any Receiver appointed by it
without the restrictions contained in section ### of the Law of Property
##

Act #### and the remuneration of the Receiver shall be a debt secured by
this Debenture which shall be due and payable immediately upon its being
paid by the Lender.
#. POWERS ADDITIONAL
#.# The powers of sale and appointing a Receiver conferred by this
Debenture shall be in addition to all statutory and other powers of the
Lender under the Insolvency Act ####, the Law of Property Act #### or
otherwise and shall be exercisable without the restrictions contained in
sections ### and ### of the Law of Property Act #### or otherwise
# # The power to appoint a Receiver (whether conferred by this
Debenture or by statute) shall be and remain exercisable by the Lender
notwithstanding any prior appointment in respect of all or any part of the
Charged Property
#. AGENT OF THE BORROWER
Any Receiver appointed by the Lender under this Debenture shall be the
agent of the Borrower and the Borrower shall be solely responsible for his
acts and remuneration as well as for any defaults committed by him
#. POWERS OF RECEIVER
Any Receiver appointed by the Lender under this Debenture shall in
addition to the powers conferred on him by the Law of Property Act ####
and the Insolvency Act #### have power to do all such acts and things as
an absolute owner could do in the management of such of the Charged
Property over which the Receiver is appointed and in particular the
powers set out in Schedule #.
##. ORDER OF APPLICATION OF PROCEEDS
All monies received by the Lender or a Receiver in the exercise of any
enforcement powers conferred by this Debenture shall be applied"
(a) first in paying all unpaid fees, costs and other liability incurred by or
on behalf of the Lender (and any Receiver, attorney or agent appointed
by it);
(b) second in paying the remuneration of any Receiver (as agreed
between him and the Lender);
##

(c) third in or towards discharge of the Secured Liabilities in such order
and manner as the Lender shall determine, and
(d) finally in paying any surplus to the Borrower or any other person
entitled to it.
##. SECTION ###(#) LAW OF PROPERTY ACT ####
Neither the Lender nor any Receiver shall be bound (whether by virtue of
section ###(#) of the Law of Property Act ####, which is varied
accordingly, or otherwise) to pay or appropriate any receipt or payment
first towards interest rather than principal or otherwise in any particular
order as between any of the Secured Liabilities.
##. SUSPENSE ACCOUNT
All monies received by the Lender or a Receiver under this Debenture
may, at the discretion of the Lender or Receiver, be credited to any
suspense or securities realised account and shall bear interest at such
rate, if any, as may be agreed in writing between the Lender and the
Borrower and may be held in such account for so long as the Lender or
Receiver thinks fit
##. POWER OF ATTORNEY
By way of security the Borrower irrevocably appoints the Lender and
every Receiver separately to be the attorney of the Borrower and in its
name and on its behalf and as its act and deed to execute any
documents, and do any acts and things which.
(a) the Borrower is required to execute and do under this Debenture,
and/or
(b) any attorney may deem proper or desirable in exercising any of the
powers, authorities and discretions conferred by this Debenture or by law
on the Lender or any Receiver
##. RATIFICATION OF ACTS OF ATTORNEY
## l

The Borrower ratifies and confirms and agrees to ratify and confirm
anything which any of its attorneys may do in the proper and lawful
exercise or purported exercise of all or any of the powers, authorities and
discretions referred to in paragraph ## of this Schedule #
##. APPOINTMENT OF AN ADMINISTRATOR
## # The Lender may without notice to the Borrower appoint any one or
more persons to be an administrator of the Borrower pursuant to
paragraph ## Schedule B# of the Insolvency Act #### if this Debenture
becomes enforceable
## # Any appointment under this paragraph ## shall.
(a) be in writing signed by a duly authorised signatory of the Lender, and
(b) take effect, in accordance with paragraph ## of Schedule B# of the
Insolvency Act ####, when the requirements of paragraph ## of that
Schedule B# are satisfied.
## # The Lender may (subject to any necessary approval from the court)
end the appointment of an Administrator by notice in writing in
accordance with this paragraph ## and appoint under that paragraph a
replacement for any Administrator whose appointment ends for any
reason.
SCHEDULE # FURTHER POWERS OF RECEIVER
#. TO REPAIR AND DEVELOP PROPERTIES
A Receiver may undertake or complete any works of repair, building or
development on the Properties.
##

#. TO SURRENDER LEASES
A Receiver may grant or accept surrenders of any leases or tenancies
affecting the Properties upon such terms and subject to such conditions
as he thinks fit.
#. TO EMPLOY PERSONNEL AND ADVISORS
A Receiver may provide services and employ, or engage, such managers
contractors and other personnel and professional advisor on such terms
as he deems expedient
#. TO MAKE VAT ELECTIONS
A Receiver may make such elections for value added tax purposes as he
thinks fit.
#. TO CHARGE REMUNERATION
A Receiver may charge and receive such sum by way of remuneration (in
addition to all costs, charges and expenses incurred by him) as the
Lender may prescribe or agree with him
#. TO REALISE CHARGED PROPERTY
A Receiver may collect and get in the Charged Property in respect of
which he is appointed or any part thereof and for that purpose make such
demands and take any proceedings as may seem expedient and to take
possession of the Charged Property with like rights.
#. TO MANAGE OR RECONSTRUCT THE BORROWER'S BUSINESS
A Receiver may carry on, manage, develop, reconstruct, amalgamate or
diversify or concur in carrying on, managing, developing, reconstructing,
amalgamating or diversifying the business of the Borrower.
#. TO DISPOSE OF CHARGED PROPERTY
A Receiver may grant options and licences over all or any part of the
Charged Property, sell or concur in selling, assign or concur in assigning,
lease or concur in leasing and accept or concur in accepting surrenders of
leases of, all or any of the property of the Borrower in respect of which he
##

is appointed in such manner and generally on such terms and conditions
as he thinks fit (fixtures and plant and machinery may be severed and
sold separately from the premises in which they are contained without the
consent of the Borrower) and to carry any such sale, assignment, leasing
or surrender into effect Any such sale may be for such consideration as
he shall think fit and he may promote or concur in promoting a company
to purchase the property to be sold.
#. TO MAKE SETTLEMENTS
A Receiver may make any arrangement, settlement or compromise
between the Borrower and any other person which he may think
expedient.
##. TO IMPROVE EQUIPMENT
A Receiver may make substitutions of, or improvements to, the
Equipment as he may think expedient.
##. TO MAKE CALLS ON BORROWER MEMBERS
A Receiver may make calls conditionally or unconditionally on the
members of the Borrower in respect of the uncalled capital with such and
the same powers for that purpose and for the purpose of enforcing
payments of any calls so made as are conferred by the articles of
association of the Borrower on its directors in respect of calls authorised
to be made by them.
##. TO APPOINT STAFF AND AGENTS
A Receiver may appoint managers, officers, servants, workmen and
agents for the aforesaid purposes at such salaries and for such periods
and on such terms as he may determine.
##. TO INSURE
A Receiver may, if he thinks fit, but without prejudice to the indemnity
contained in clause #, effect with any insurer any policy or policies of
insurance either in lieu or satisfaction of, or in addition to, such insurance.
##. LAW OF PROPERTY ACT ####
A Receiver may exercise all powers provided for in the Law of Property
Act #### in the same way as if he had been duly appointed under that act
##

and exercise all powers provided for an administrative receiver in
Schedule # of the Insolvency Act ####.
##. TO BORROW
A Receiver may for any of the purposes authorised by this Schedule #
raise money by borrowing from the Lender or from any other person on
the security of all or any of the Charged Property in respect of which he is
appointed upon such terms (including if the Lender shall consent to terms
under which such security ranks in priority to this Debenture) as he shall
think fit.
##. TO REDEEM PRIOR SECURITY INTERESTS
A Receiver may redeem any prior Security Interest and settle and pass
the accounts to which the Security Interest relates and any accounts so
settled and passed shall be, in the absence of any manifest error,
conclusive and binding on the Borrower and the monies so paid will be
deemed to be an expense properly incurred by him.
##. INCIDENTAL POWERS
A Receiver may do all such other acts and things as he may consider
incidental or conducive to any of the matters or powers in this Schedule #
or which he lawfully may or can do as agent for the Borrower.
##. SCOPE OF POWERS
Any exercise of any of these powers may be on behalf of the Borrower,
the directors of the Borrower (in the case of the power contained in
paragraph ## of this Schedule #) or himself.
Executed as a DEED by
REDNAL PNEUMATICS
LIMITED B ‘
acting by ........................................... ..
in the presence ow Director
.................. ..i?..l.
Witness
##

Witness name:
Witness address:
Witness Occupation: ............ .. f(»/
Executed as a DEED by ................................ ..
PLANT FIX LIMITED acting by Director
in the presence of:
............................ .; ..
Witness l
/
Witness name: '
Witness address:
Witness Occupation:
##