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SUPPLEMENTAL SECURITY AGREEMENT
DATED 6TH March, 2000
Relating to a
SECURITY AGREEMENT
Dated 21ST October, 1999
BETWEEN
INDEPENDENT ENERGY UK LIMITED
and
BARCLAYS BANK PLC
as Agent
XXXXX & XXXXX
London
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INDEX
CLAUSE PAGE
1. Interpretation..................................................................................... 1
2. Incorporated Provisions............................................................................ 2
3. Acknowledgement.................................................................................... 2
4. Representations and Warranties..................................................................... 2
5. Supplemental Fixed Charges......................................................................... 2
6. Supplemental Floating Charges...................................................................... 2
7. Full Force and Effect.............................................................................. 3
8. No Release......................................................................................... 3
9. Governing Law...................................................................................... 3
SIGNATORIES................................................................................................. 4
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THIS Deed is dated 6th March, 2000 between:
(1) INDEPENDENT ENERGY UK LIMITED (Registered No. 3033406) (the "CHARGOR");
(2) BARCLAYS BAK PLC of 5 he Xxxxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX
as agent and trustee for itself and the Finance Parties (as defined in
the Credit Agreement referred to below) (the "AGENT),
and is supplemental to the Security Agreement (as defined below).
WHEREAS:
(A) As a condition precedent to a credit agreement (the "CREDIT AGREEMENT")
dated 8th July, 1999 between, amongst others, the parties to this Deed,
the Borrower entered into a security agreement (the "SECURITY
AGREEMENT") dated 21st October, 1999.
(B) Under the Security Agreement the Chargor charged all of its property,
assets and rights and assigned certain of its assets in favour of the
Agent as agent and trustee for itself and the Financial Parties (as
that term is defined in the Credit Agreement).
(C) The parties to the Ancillary Facility Letter intend to amend that
agreement pursuant to an amendment letter of the same date as this Deed
from the Agent to the Chargor (the "AMENDMENT LETTER") to increase the
amount of the Ancillary Facility to (pound)102,000,000.
(D) The Ancillary Bank requires the Chargor to enter into this Deed as a
condition precedent to the increase referred to above and to the
continued availability of the Ancillary Facility for the time being
(and without imposing any liability or commitment on the Ancillary
Bank).
(E) The parties to this Deed consider that all obligations and liabilities
of the Chargor arising under or in connection with the Amended
Ancillary Facility Letter form part of the Secured Liabilities (as
defined in the Security Agreement) but, for the avoidance of doubt, the
Chargor wishes to charge its present and future assets to the Agent for
the benefit of itself and the Finance Parties as security for payment
of any such obligations and liabilities, as owed by the Chargor, if and
to the extent that any of them are not charged by the Security
Agreement.
(F) It is intended that this Deed shall take effect as a deed
notwithstanding the fact that a party may only execute this Deed under
hand.
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IT IS AGREED as follows:
1. INTERPRETATION
1.1 DEFINITIONS
In this Deed, unless the context otherwise requires "AMENDED ANCILLARY
FACILITY LETTER" means the Ancillary Facility Letter as supplemented
and amended by the Amendment Letter.
1.2 INTERPRETATION
(a) Unless expressly defined in this Deed or the contrary intention
appears, capitalised terms defined in the Security Agreement and
capitalised terms defined in the Credit Agreement shall have the same
meanings in this Deed (including in the clauses incorporated into this
Deed by Clause 2).
(b) The provisions of Clause 1.2 (Construction) of the Credit Agreement
shall also apply to this Deed (including in the clauses incorporated
into this Deed by Clause 2) with each reference to the Credit Agreement
being deemed to be a reference to this Deed.
(c) If the Agent reasonably considers an amount paid by any Obligor or any
other person to a Finance Party under a Finance Document is capable of
being avoided or otherwise set aside on the liquidation or
administration of such Obligor or otherwise, then that amount shall not
be considered to have been irrevocably paid for the purposes of this
Deed.
2. INCORPORATED PROVISIONS
Clauses 2.2 (Miscellaneous), 3.2 (Conversion) and 4 (Covenants for
title) to 19 (Release) (both inclusive) of the Security Agreement shall
be deemed to be incorporated into this Deed, with all necessary changes
having been made, as though set out in full in this Deed with each
reference in those clauses to this "Security Agreement" being deemed to
be a reference to this Deed.
3. ACKNOWLEDGEMENT
The parties to this Deed acknowledge and agree that the definition of
"SECURED LIABILITIES" in the Security Agreement includes all present
and future obligations an liabilities (whether actual or contingent and
whether owned jointly or severally or in any other capacity whatsoever)
of the Chargor to the Finance Parties under each Finance Document to
which the Chargor is a party, and including, without limitation, the
Chargor's liabilities under the Amended Ancillary Facility Letter.
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4. REPRENTATIONS AND WARRANTIES
The Chargor represents and warrants on today's date that each of the
representations and warranties by it set out in Clause 5
(Representations and warranties) of the Security Agreement which are
deemed to be incorporated into this Deed pursuant to Clause 2
(Incorporated provisions) are true and accurate in all respects (with
reference to the facts and circumstances subsisting on today's date).
5. SUPPLEMENTAL FIXED CHARGES
The Chargor, as security for the payment of all the Secured
Liabilities, mortgages or charges by way of first legal mortgage or
first fixed charge (as appropriate) in favour of the Agent al its
present and future property and assets referred to in Clause 2.1
(Creation of fixed security) of the Security Agreement to the extent
(if any) not already charged by that Clause 2.1.
6. SUPPLEMENTAL FLOATING CHARGES
The Chargor, as security for the payment of all the Secured
Liabilities, charges in favour of the Agent by way of a first floating
charge all its undertaking and assets, both present and future, not
otherwise effectively mortgaged or charged by way of fixed mortgage or
charge by Clause 2 (Fixed security) of the Security Agreement or Clause
5 (Supplemental fixed charges) to the extent (if any) not already
charged by way of floating charge by Clause 3 (Floating charge) of the
Security Agreement.
7. FULL FORCE AND EFFECT
(a) The Security Agreement shall continue in full force and effect save to
the extent (if any) supplemented and/or varied by this Deed and this
Deed shall be read and construed as one with the Security Agreement to
the extent (if any) it supplements or varies either of those documents
(but not further or otherwise).
(b) The Agent and the Borrower designate this Deed as a Finance Document.
8. RELEASE
For the avoidance of doubt:
(i) nothing in this Deed shall constitute a release of the
security or guarantees created pursuant to the Security
Agreement; and
(ii) nothing in this Deed shall prejudice, reduce the effect of or
otherwise impose any reduction or restriction on the terms of
any release of the security or guarantee given pursuant to the
Security Agreement prior to the date of this Deed.
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9. GOVERNING LAW
This Deed is governed by and construed in accordance with English law.
IN WITNESS WHEREOF this Deed has been duly executed as a deed on a date first
above written.
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SIGNATORIES
THE CHARGOR
SIGNED as a deed by
INDEPENDENT ENERGY UK
LIMITED
Acting by -----------------------------------------
(Director)
and -----------------------------------------
(Director/Secretary)
THE AGENT
BARCLAYS BANK PLC
By:
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