AN AGREEMENT made the 2nd day of May 2003
BETWEEN
1. THE ROARING WATER BAY SPIRITS COMPANY (GB) LIMITED ("The Vendor") of Oyez
House, P.O. Box 55, 0 Xxx Xxxx, Xxxxxx XX0 00XX, Xxxxxx Xxxxxxx AND
2. ULSTER BANK COMMERCIAL SERVICES LIMITED ("UBCSL") of Xxxxxx Xxxx Xxxxx
Xxxxxx, Xxxxxx'x Xxxx, Xxxxxx 0, Xxxxxxx.
WHEREBY it is agreed as follows:
1. The Agreement shall commence on the date specified in the schedule and
shall continue until terminated by either party by not less than three
months' written prior notice.
2. (a) The Vendor shall sell and UBCSL shall purchase free from all
charges, liens and other encumbrances and upon the terms hereof,
all Receivables; subject to such exceptions as may from time to
time be specified by UBCSL.
(b) The purchase of any Receivable shall be complete and the rights to
such Receivable shall vest in UBCSL upon that Receivable coming
into existence.
(c) "Receivables" means all the book debts, invoice debts, accounts
notes, bills, acceptances and/or other forms of obligation owned by
or owing to the Vendor which are in existence at the date of
commencement of this Agreement or which come into existence during
the currency of this Agreement in respect of contracts entered into
by the Vendor for the sale of goods or the provision of services in
the ordinary course of business to customers in the countries as
set out in the schedule, and which are payable in the Republic of
Ireland and the United Kingdom in any of the currencies specified
in the schedule ("the Approved Currencies"), and shall also include
all the Vendor's rights under the contract concerned and in the
goods the subject matter of that contract. (However, the expression
does not include a sum payable in full in the Republic of Ireland
and the United Kingdom prior to the dispatch of the goods or
payable against documents under an irrevocable letter of credit
confirmed by a bank in the Republic of Ireland and the United
Kingdom before dispatch of the goods. For these purposes,
"dispatch" is deemed to be made when the Vendor parts with
possession of goods in any way for the purpose of transmitting them
to a customer).
(d) The purchase price, which shall be payable as herein provided by
UBCSL to the Vendor, for any Receivable purchased in accordance
with Clause 2(a) shall be the full amount payable by the Vendor's
customer for the goods or services to which the Receivable relates
(together with any VAT, tax or other impost payable in respect
thereof) as notified by the Vendor to UBCSL less:
(i) any discount commission or other allowances due or allowable
to the customer and shown on the relevant invoice; and
(ii) the Discounting Charge
and shall be payable (subject as set out below) in the currency in
which the Receivable is expressed.
(e) All sales of Receivables made hereunder shall be absolute sales.
(f) The maximum facility to be afforded by UBCS to the vendor under
this Agreement, at any given time, shall be L230,000 (Two
Hundred and Thirty Thousand Sterling
Pounds). This amount may be varied at the sole discretion of UBCS upon
written notice to the vendor.
3 Subject to the provisions of the Agreement and compliance by the Vendor
with clause 9(b)(vi), within one working day of receiving a request from
the Vendor so to do, UBCSL shall remit (and at any time at the sole
discretion of UBCSL it may remit) to the Vendor any part of the balance
standing at the credit of any of the Receivables Purchased Accounts up to
the full amount thereof less any amount which UBCSL in its sole discretion
requires as a retention. Any balance which may stand at the debit of the
Vendor on a Receivables Purchased Account shall be payable by the Vendor to
UBCSL on demand. UBCSL will notify the Vendor from time to time of the
basis on which it proposes to exercise its discretion under the terms of
this clause.
4 (a) Receivables Purchased Accounts will be maintained by UBCSL in respect
of each of the Approved Currencies to which will be credited:
(i) the full purchase price (as defined in Clause 2(d) but ignoring
the Discounting Charge) of all Receivables payable in the
relevant currency advised to UBCSL;
(ii) any costs or expenses recovered by UBCSL under Clause 13
(expressed in the relevant Approved Currency if actually
recovered in a different currency;
(iii) any amount paid by the Vendor to UBCSL under this Agreement
(but shall not include any monies remitted to UBCSL under
Clause 9(b)(viii)) expressed in the relevant Approved Currency
if actually recovered in a different currency;
(iv) a discounting credit allowance on the net daily balance
standing at the credit of the said Accounts at the rate from
time to time in force of UBCSL.
and to which will be debited (so far as the same relate to
Receivables denominated in the Approved Currency concerned);
(v) all payments made to the Vendor by UBCSL under the terms of
this Agreement;
(vi) the full value of all credit notes issued by the Vendor;
(vii) the amount of any Receivables which UBCSL gives notice to the
Vendor to repurchase under Clause 15;
(viii) the amount of any sum payable by the Vendor under Clauses 6,
11(b)(i), 11(b)(ii) and 13;
(ix) the amount of any payment, cost, damage, or liability made or
sustained by UBCSL arising directly or indirectly in
consequence of any breach of warranty or undertaking by the
Vendor or of steps reasonably taken by UBCSL to mitigate such
payment, cost, damage or liability;
(x) a Discounting Charge which will be calculated at the rate
specified in the schedule each day on the net daily balance
standing at the debit of the Memorandum Discounting Statement
referable to the relevant Approved Currency and will be
recovered by deduction from the next payment by UBCSL to the
Vendor in respect of sums payable in the relevant Approved
Currency. The Vendor and UBCSL hereby agree that UBCSL may in
its absolute discretion vary both the rate at which and the
basis upon which the Discounting Charge is calculated on giving
to the Vendor fourteen days notice in writing of such variation
and such variation shall take effect as and from the date
specified in the said notice;
(xi) an Administration Fee in accordance with Clause 5 which will be
debited on the last working day of each month and recovered by
deduction as set out in paragraph (ix) above.
(xii) the amount of any normal banking and money transmission charges
incurred by UBCSL in the course of its banking transactions
with the Vendor.
(b) Memorandum Discounting Statements in respect of each of the Approved
Currencies will be maintained by UBCSL for the purpose of calculating
Discounting Charges to which shall be credited;
(i) all payments received in respect of customer payments in the
relevant currency as described in Clause 9(b)(viii);
(ii) any payments received in the relevant currency direct by UBCSL
in respect of Receivables purchased under this Agreement;
(iii) any amount paid by the Vendor to UBCSL in the relevant
currency;
(iv) any amount that fails to be credited to the relevant
Receivables Purchased Account at Clause 4(a)(ii) above;
(v) any amount paid in the relevant currency by any other person to
UBCSL under Clause 11(b);
and to which will be debited (so far as the same relate to Receivables
denominated in the Approved Currency concerned);
(vi) all payments made to the Vendor by UBCSL under the terms of
this Agreement;
(vii) the amount of any sum payable by the Vendor to UBCSL under
Clauses 11(b)(i), 11(b)(ii) and 13;
(viii) the amount of any sum payable under Clause 4(a)(viii) above;
(ix) the amount of any cheque or other instrument credited under
Clauses 4(b)(i), 4(b)(ii), 4(b)(iii), 4(b)(iv), and 4(b)(v)
above where such cheque or instrument is dishonored;
(x) a Discounting Charge as described at Clause 4(a)(ix) above;
(xi) an Administration Fee as described at Clause 4(a)(x) above;
(xii) any charges as described at Clause 4(a)(xi) above;
(c) At the end of each month UBCSL will send to the Vendor copies of each
of the Receivables Purchased Accounts and each of the Memorandum
Discounting Statements.
5 UBCSL shall be entitled to charge the Vendor an administration fee which
shall be calculated as being the percentage specified in the Schedule
hereto of the gross amount of Receivables sold to UBCSL in each month.
6 Where any Receivable purchased by UBCSL remains unpaid whether wholly or in
part after payment thereof has become due or where at any time the customer
disputes liability for
payment or asserts any right of lien, retention or set-off the Vendor shall
on demand pay to UBCSL the full amount or the whole of the unpaid amount of
that Receivable.
7 (a) The Vendor undertakes to execute at any time and from time to time
when required by UBCSL an assignment in such a form as UBCSL shall
require of all or any of the Receivables sold to UBCSL and to execute
and do such further documents and things as UBCSL may require
effectively to vest full legal title to the purchased Receivables in
UBCSL and the Vendor irrevocably appoints UBCSL and each and every
Director, Officer, or Manager of UBCSL for the time being its Attorney
in its name and on its behalf to execute any such assignment or
documents and also to collect, enforce, realise and give receipts and
discharges for any purchased Receivables.
(b) If in relation to any Receivable it is not possible for UBCSL to take
a separate assignment of the Receivable as set out in sub-clause (a)
of this Clause 7, the vendor will continue to hold such Receivable in
trust for UBCSL and any payments received in respect thereof will be
immediately paid to UBCSL.
8 (a) The Vendor shall not grant any fixed or floating charge, mortgage,
pledge, lien or any other encumbrance over any existing or future
Receivables of the Vendor and shall procure the exclusion of such
Receivables from any charge in which they would otherwise be
comprised.
(b) The Vendor shall not assign, charge or in any way dispose of the
benefit of this Agreement without the express consent in writing of
UBCSL.
(c) During the currency of the Agreement the Vendor, or if applicable, its
parent, subsidiary or associated company shall not enter into any
Agreement for the charging or discounting of its Receivables without
the express consent of UBCSL.
9 (a) The Vendor hereby warrants to UBCSL that in relation to each
Receivable sold hereunder by the Vendor to UBCSL and so that this
warranty shall be deemed to be repeated on each occasion on which the
Vendor makes an advice of Receivables to UBCSL;
(i) the goods have been duly delivered or the services duly
provided;
(ii) the Vendor is the legal and beneficial owner of such receivable
and entitled to sell and assign the same to UBCSL free from any
mortgage, charge or other encumbrance and such receivable is
legally enforceable by the Vendor and remains to be paid in
full, and is not owed, overdue, contingent or disputed;
(iii) the Receivable is an existing and bona fide obligation of the
Vendor's customer arising out of the sale of goods or the
provision of services by the Vendor in the ordinary course of
its business;
(iv) the Vendor is not then in breach of any of its obligations to
the customer and the customer will accept the goods sold or the
services provided and the invoices therefor (or if the customer
is bankrupt or in liquidation the customer's trustee in
bankruptcy or liquidator will accept a proof of debt for the
unpaid balance of the invoiced price) without any dispute or
claim whatsoever (whether justifiable or not) including disputes
as to price, terms, quantity, or quality, set-offs or
counter-claim or claims of release from liability or inability
to pay because of any act of God or public enemy or war or
because of the requirements of law (whether in the Republic of
Ireland or elsewhere) or of rules, orders or regulations having
the force of law;
(v) the customer is not a subsidiary, co-subsidiary, parent or
associated company of the Vendor or under the same director or
shareholder control as the Vendor;
(vi) the customer has obtained all the authorities necessary under the
regulations in force in the country to which the goods are
dispatched or services rendered, or from which payment is to be
made, in order to pay the Receivables in accordance with the
contract of invoice;
(vii) the contract with the customer specifies the nature and quantity
of the goods or services and the terms and currency of payment;
(viii) the customer's authority to import the goods or receive the
services and to pay for them is not subject to conditions as to
the export of other goods from any country or as to payment for
such other goods when so exported;
(ix) the goods or services are to be or have been exported to or
rendered in and payment is to be made from the customer's country
of residence; and
(x) the contract for the sale of goods or provision of services
between the Vendor and its customer shall be expressed to be
governed by and construed in accordance with the law in the
Republic of Ireland and/or England and Wales and/or Scotland
and/or Northern Ireland and such choice of law is in all respects
valid and binding on the customer.
(b) The Vendor hereby undertakes with UBCSL so that this undertaking shall
continue throughout the term of this Agreement:
(i) promptly to perform all further or continuing obligations of
whatsoever nature of the Vendor to the customer arising out of
the sale of goods or the provision of services as a result of
which any Receivable comes into existence;
(ii) on request by UBCSL to give notice to the Vendor's customers or
to such of them as UBCSL shall direct that the right to the
Receivables specified in such notice (which may include
Receivables which have not yet come into existence) has been
assigned to UBCSL, such notice to be in such form as UBCSL shall
require and in default such notice may be given by UBCSL, as
Agent for the Vendor;
(iii) to disclose to UBCSL any change or prospective change in the
constitution or control of the Vendor and any other fact or
matter known to the Vendor which is material to be known by a
purchaser of the Receivables;
(iv) in respect of every Receivable (but only after delivery of the
relevant goods or the provision of the relevant services) to
complete and deliver to UBCSL an advice form supplied for such
purpose by UBCSL signed by an authorised official. The Vendor
shall also remit any such other documents in support of each
Receivable as UBCSL may require;
(v) that all entries relating to the sale of any Receivable by the
Vendor to UBCSL are duly recorded in the books of the Vendor and
to ensure that all accounts maintained in the books or records of
the Vendor in the names of its customers bear a conspicuous
notation that they have been assigned to UBCSL;
(vi) in relation to each of the Approved Currencies to send to UBCSL
by the day of each month specified in the Schedule and in a
manner approved by UBCSL and made up to the last day of the
preceding month;
(a) an aged analysis of the Receivables sold to UBCSL which
remain outstanding at that date such analysis being aged on
the basis specified in the Schedule by invoice date and
identifying those accounts which are either disputed or in
solicitors' hands;
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(b) a copy of the Sales Ledger Account relating to the
Receivables purchased by UBCSL under this Agreement;
(vii) to allow UBCSL and its authorised agents at regular intervals
determined by UBCSL and at such other times as UBCSL shall
decide to visit the premises of the Vendor to inspect, check
and verify all books, records, accounts, orders, and
correspondence and any other papers of the Vendor that UBCSL
may require. The Vendor at the request of UBCSL will supply
UBCSL with statements of its financial position and results of
its operations certified by the Vendor's auditors;
(viii) the Vendor as trustee for UBCSL will hold and keep separate
from any other monies of the Vendor all remittance received by
it in payment of any Receivable which has been sold to UBCSL.
The Vendor will immediately pay all remittances endorsed where
required;
(a) direct to the account of UBCSL at the bankers of UBCSL,
or
(b) into a trust account in the name of UBCSL.
10 The Vendor hereby irrevocably;
(a) authorises UBCSL to endorse the name of the Vendor on any and all
cheques or other forms of remittance received where such endorsement
is required to effect collection or to perfect UBCSL's title as a
holder in due course or for any other reason;
(b) appoints UBSCSL the attorney of the Vendor to execute in the name and
on behalf of the Vendor any assignment requested under Clause 7.
11 (a) On purchase by UBCSL of any Receivable then any title, property, right
or interest of the Vendor in the goods to which such Receivables
relates (including all such goods that may be rejected or returned by
the customers of the Vendor), all the Vendor's rights as unpaid Vendor
and all other rights of the Vendor under the contract or contracts
pursuant to which the Receivable comes into existence (whether such
rights be created by contract, statute or other rule of law) shall be
deemed to be assigned and transferred to UBCSL absolutely whether or
not the goods shall have been delivered by the Vendor at the time of
the said purchase.
(b) Any goods recovered by or on behalf of the Vendor in pursuance of the
exercise of any rights referred to in subclause (a) of this Clause
shall be treated as returned goods and all returned goods shall be
promptly notified to UBCSL and shall be set aside marked with UBCSL's
name and held for UBCSL's account as owner. UBCSL shall (in addition
to and without prejudice to any other rights it may have) have the
right to take possession of and to sell or cause to be sold without
notice any returned goods at such prices to such purchasers and upon
such terms and conditions as it may deem advisable and in the event of
any such sale the Vendor shall pay to UBCSL on demand (and without
asserting any right of set-off):
(i) the difference between the amount of the Receivable relating to
such goods and the amount received by UBCSL on any such sales;
and
(ii) any costs and expenses (including legal fees) incurred by UBCSL
in relation to any such repossession and sale.
(iii) when requested by UBCSL to do so, to provide export credit
insurance in respect of the transactions which comprise the
subject matter of this agreement and to ensure that all
obligations under the Policy are properly performed and
the Policy maintained during the currency of this Agreement for
the benefit of UBCSL.
(c) on purchase by UBCSL of any Receivable then without prejudice to the
generality of the provisions of sub-clause (a) of this Clause, there
shall vest in UBCSL the benefit of all guarantees, indemnities,
insurances and securities given to or held by the Vendor in respect of
such Receivable or of goods or services to which it relates.
12 UBCSL shall not be liable to the Vendor for the amount of any discount,
commission or allowance wrongly claimed or deducted by the customer in
respect of any Receivable unless and until such amount has been received by
UBCSL.
13 On or after the making of a request by UBCSL under Clause 9(b)(ii) UBCSL
shall have the sole right of collecting and enforcing payment of
Receivables in whatever manner it may in its absolute discretion decide,
whether or not the Vendor has been debited with the amount of the
Receivables and the Vendor shall co-operate to procure such collection and
enforcement. The conduct of any proceedings shall be with UBCSL who may
(where necessary in the name of the Vendor) institute, compromise, settle,
abandon or in any manner whatsoever conduct such proceedings upon such
terms as UBCSL in its sole discretion shall decide and the Vendor shall be
bound by all acts of UBCSL under the Clause. The Vendor shall be
responsible for and shall forthwith on demand pay all costs, charges and
expenses of whatsoever nature incurred by UBCSL under this Clause.
14 UBCSL shall be entitled to debit the relevant Receivables Purchased
Accounts and Memorandum Discounting Statements with and/or set-off against
any monies payable to the Vendor any sums payable by the Vendor in the
relevant currency to UBCSL whether for debt or liquidated or un-liquidated
damages and whether payable presently or contingently.
15 (a) Should the Vendor at any time if an individual or firm become bankrupt
and if the Company be wound up by the Court or pass a valid resolution
for its winding up or in either case should a Receiver be appointed
over any part of the income or assets of the Vendor, or should the
Vendor make any arrangement or composition with its creditors or have
any part of its assets seized under any execution of legal process or
under distress for rent then UBCSL may determine this Agreement
forthwith by written notice delivered or posted to the Vendor at the
address of the Vendor stated in the Schedule or at the Vendor's
Registered Office or at any other address at which the Vendor carries
on business. At any time after the termination of the Agreement
pursuant to this Clause, UBCSL shall be entitled by notice to require
the Vendor to repurchase at face value so much of any Receivable
purchased by UBCSL as then remains outstanding but so that UBCSL shall
remain legal and beneficial owner of the Receivable until the
repurchase price has been paid;
(b) At any time after giving notice as set out above, UBCSL shall be
entitled (but not obliged) to combine and consolidate the Receivables
Purchased Accounts and (separately) the Memorandum Discounting
Statements relating to Receivables denominated in different currencies
and, in so doing, shall convert the sums concerned into Euro. Further,
any payment made by the Vendor to UBCSL in respect of the repurchase
of a Receivable shall be made in Euro, converted at the date of actual
payment (if UBCSL shall not then have exercised its right to combined
accounts set out above) or at the date on which such combination took
place.
16 All conversions from one currency to another required in connection
herewith (whether for the purposes of accounting or payment) shall be made
at the prevailing spot rate for the purchase of the second currency with
the first, as at 11am on the date of conversion, as quoted by Ulster Bank
Limited.
8
17 UBCSL's rights under this Agreement shall not be affected by the grant of
any time or indulgence to the Vendor or to any customer or any failure to
exercise or delay in exercising any right or option available against the
Vendor any customer or any other person nor by any step taken by UBCSL.
18 The terms set out in the Agreement represent the whole of the terms agreed
between UBCSL and the Vendor to the exclusion of any prior or
contemporaneous statements on the part of UBCSL whether expressed or
implied and whether oral or in writing.
19 The Vendor will bring the terms of this Agreement to the attention of its
auditors for the time being, and authorises UBCSL to disclose to its
auditors for the time being such information relating to this Agreement and
its operation as its auditors shall from time to time request.
20 This Agreement and any purchase of a Receivable pursuant to it shall be
construed in accordance with and governed by the law in the Republic of
Ireland.
SCHEDULE
1. NAME AND REGISTERED OFFICE OF THE VENDOR: The Roaring Water Bay Spirits
Company (GB) Limited
Xxxx Xxxxx,
X.X. Xxx 00,
0 Xxx Xxxx,
Xxxxxx XX0 00XX.
2. COMMENCEMENT DATE: Date of Agreement
3. FACILITY LIMIT: GBP(pound)230,000
4. ADMINISTRATION FEE RATE: 0.15% of Turnover
5. MINIMUM ADMINISTRATION FEE PER ANNUM: GBP(pound)750
6. DISCOUNTING CHARGE RATE: Sterling Cost of Funds + 2.25%
7. PREPAYMENT FACILITY: 65%
8. VENDORS TERMS OF SALE: 30/60 days from End of Month
9. END OF MONTH RETURNS ARE DUE BY: 10th day following month end
10. BASIS ON WHICH ANALYSIS OF RECEIVABLES IS TO BE AGED:
From invoice date, separately identifiable outstanding amounts by customer
showing customer balances as follows - total, up to 30 days old, 31-60 days
old, 61-90 days, 91 days and over.
11. SPECIAL CONDITIONS:
11.1 TO BE COMPLETED PRIOR TO PAY-OUT
A UBCS require an endorsement of the Credit Insurance Policy.
B Shareholder's loans amounting to GBP(pound)92,940.00 from Xxxxx Xxxxxx,
GBP(pound)92,940.00 from Xxx Xxxxxx, GBP(pound)77,450 from Carbery Milk
Products Limited and GBP(pound)46,470.00 from Tannis Investments Limited to
be subordinated in favour of UBCS.
C Inter-company loan from The Roaring Water Bay Spirits Company Limited
amounting to GBP(pound)230,000 to be subordinated in favour of UBCS.
D UBCS will require a Guarantee for GBP(pound)230,000 from The Roaring Water
Bay Spirits Marketing and Sales Company Limited.
E The Roaring Water Bay Spirits Company (GB) Limited represents and warrants
that:
I. No litigation or other proceedings which would have a material adverse
affect on its ability to perform its obligations has, or at the time
of any drawing of the facility, shall have, been started or (to the
best of the companies knowledge and belief) threatened:
II. Full disclosure to be made to UBCS prior to pay-out, in relation to
business affairs as are material and ought properly to be made known
to any person proposing to make facilities available to it.
11.2 ONGOING FINANCIAL INFORMATION REQUIREMENTS.
A Annual Audited Accounts to be received within four months of year-end.
B Quarterly Management Accounts to be provided within one month of period
end ongoing.
11.3 FINANCIAL COVENANTS
A Preferential Creditors to be maintained up to date ongoing.
12 OPERATIONAL REQUIREMENTS:
12.1 TO BE COMPLETED PRIOR TO PAY-OUT
(a) Facflow Questionnaire to be completed.
(b) Loss of book debt records insurance to be put in place with UBCS
interest noted. Alternatively, confirmation to be received that back-up
disks are taken off site daily.
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2.2 ONGOING OPERATIONAL REQUIREMENTS
--------------------------------
(a) Book Debts are eligible for discounting up to 90 days from invoice
date.
(b) UBCS to exclude any cash sales, sales to associated companies,
potential contra accounts, bad debts, potential bad debts and legal
accounts.
(c) UBCS to receive an aged debt analysis, an Invoice Discounting summary
control and copy statements by the 10th day following each month end.
(d) Credit limits are required for any debtor balance exceeding 10% of
the aged debt balance at month-end or (pound)127k whichever is the
lower. Funding on any one debtor will be limited to 25% of the
ledger and for any two debtors 40% of the ledger. Any limit above
this will have to be specifically negotiated and agreed.
(e) UBCS reserves the right to reduce the prepayment level accordingly
should credit note levels exceed 10% of sales in any one month.
(f) Invoices not to be discounted until service has been provided or
goods have been dispatched to customer. Terms to be quoted on all
invoices.
(g) Where a creditor lays claim to debtor proceeds then UBCS may require
that claim to be waived or a first floating charge over the company.
(h) UBCS to implement FacFlow to enable the assignment of invoices.
Invoice and credit note daybooks to be retained to support all
FacFlow entries.
(i) Company to retain on premises printed copies of all debtor ledger
records such as month end aged debt listings, debtor statements and
sales invoice and credit note listings.
(j) Customer remittance advices to be retained for inspection at review
audit.
(k) PODs to be retained by The Roaring Water Bay Spirits Company (GB)
Ltd for review at audit for all sales assigned.
(l) Debtors who pay direct to the bank account of The Roaring Water Bay
Spirits Company (GB) Ltd to be directed to lodge to UBCS account.
(m) Limited Company means (ie. The Roaring Water Bay Spirits Company (GB)
Limited) to appear on all sales stationary ongoing.
13. COUNTRIES: Republic of Ireland, UK, and such other
territories as may be agreed between the
Vendor and UBCS from time to time.
14. APPROVED CURRENCIES: Euro and Sterling Pounds.
IN WITNESS whereof the Vendor and UBCSL have caused their respective Common
Seals to be hereunto affixed the day, month and year first before written.
The Common Seal of the Vendor )
The Roaring Water Bay Spirits Company (GB) Ltd )
was hereunder affixed in the presence of: )
Director
/s/ Xxxxx Xxxxxx
Secretary
/s/ Xxxxxxx Xxxxxx
The Common Seal of )
Ulster Bank Commercial Services Limited )
was hereunto affixed in the presence of: )
Director
/s/
Director/Secretary
/s/
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