Debenture Trust Deed

PPPPPP LIMITED
and
………………………………………………… LIMITED
DEBENTURE TRUST DEED
(Series A, B, C & D)
TABLE OF CONTENTS
PART I
The Body of the Deed
Subject Matter by Marginal Note Clause
Page
A. Rights and Obligations of the Company
After-acquired property 9
Charge (to Trustee) 7
Company's covenants 10
Conditions relating to Debentures 4
Debentures, Issue of 3
Encumbrances, Prohibition on 11
Events in which security become enforceable 12
Further assurances by Company 28
Payment of Debentures and interest 5
Register of Debenture Holders 6
Specifically Mortgaged Premises 8
Trustee appointed Company's attorney 29
Trustee’s remuneration 30

B. Rights and Obligations of the Trustee

Accumulate, Trustee’s power to 22
Additional powers where security in jeopardy 18
Agents, Appointment of 35
Application to Court 31
Borrowing powers, Trustee’s 27
Delegation, Trustee’s power of 34
Entry and Sale, Trustee’s powers of 13
Entry, etc., Notice of intention to exercise Powers of 14
Investment, Trustee’s Powers of 26

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 Memorandum of payment 24
Notice before payment and interest on amount
concerned to cease on date fixed for payment 23
Receiver Power to appoint 16
Receiver, Powers, etc. of 17
Release of security on redemption 36
Retirement of Trustee 37
Trustee and Receiver not liable as mortgagee
in Possession 19
Trustee in Possession, Powers of 15
Trustee to assume performance of covenants;
discretion as to enforcement 33
Trustee’s rights and powers 32
Trusts of proceeds of realisation 21

C. Miscellaneous
Currency 2
Definitions 1
New Trustees 38
Notices 39
Payment of duties and charges 40
Proper Law 41
Receipts of Holders of Debentures 25
Recitals
Third Parties, Protection of 20

PART II
The Schedules
Schedule Contents Page
One Form of Debenture (Series A)
Two Form of Debenture (Series B)
Three Form of Debenture (Series C)
Four Form of Debenture (Series D)
Five Form of Conditions and Transfer to be
endorsed on all Debentures
Six Regulations for Meetings of Debenture Holders
Seven Existing Securities
Eight Specifically Mortgaged Premises

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THIS DEBENTURE TRUST DEED is made the day of
Two Thousand and Two between PPPPPP LIMITED a
limited liability company incorporated in the Republic of Kenya and
having its registered office at Nairobi and who postal address for the
purpose of this Deed is Post Office Box Number ……… Nairobi
(hereinafter called "the Company") of the one part and
___________________________ LIMITED a limited liability company
incorporated in the Republic of Kenya and having its registered office at
Nairobi and who postal address for the purpose of this Deed is Post Office
Box Number ……… Nairobi (hereinafter called "the Trustee") of the other
part.

WHEREAS

(A) Under the terms of the agreement dated the ……… day of
………………… made between YYYYYYY N.A (hereinafter called
"YYYYYYY") and the Company, YYYYYYY agreed, at the request of
the Company, to grant credit and/or banking facilities and other
financial accommodation to the Company, upon the terms and
conditions therein specified.

(B) Under the terms of the agreement dated the ……… day of
………………… made between HHHHH Bank Limited (hereinafter
called "HH") and the Company, HH agreed, at the request of the
Company, to grant credit and/or banking facilities and other

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 financial accommodation to the Company, upon the terms and
conditions therein specified.

(C) Under the terms of the agreement dated the ……… day of
………………… made between RRRRRRR Bank Limited (hereinafter
called "RRRRRRR") and the Company, RRRRRRR agreed, at the
request of the Company, to grant credit and/or banking facilities
and other financial accommodation to the Company, upon the terms
and conditions therein specified.

(D) Under the terms of the agreement dated the ……… day of
………………… made between DDDDDDD Bank Limited
(hereinafter called "DDD") and the Company, DDD agreed, at the
request of the Company, to grant credit and/or banking facilities
and other financial accommodation to the Company, upon the terms
and conditions therein specified.

(E) YYYYYYY, HH, RRRRRRR and DDD (hereinafter collectively called

the "Lenders") have respectively agreed, at the request of the
Company, to assign each of their respective securities (hereinafter
collectively called the "Existing Securities") to the Trustee in
consideration of which the Company has agreed to issue the
Debentures (hereinafter defined) to the Lenders, and in further
consideration of which the Company has agreed to charge in favour
of the Trustee the Mortgaged Premises (hereinafter defined) as
security for the payment to each of the Lenders of all principal and
interest of the Debentures and all other monies intended to be
hereby secured.

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(F) The Company and the Lenders have further agreed that all
Debentures shall rank pari passu in point of security and shall be
secured equally and rateably without discrimination or preference.

(G) The Company has, for the purposes of the arrangements

contemplated by this Deed, by a Resolution of its Directors dated
…….. day of …………………….. created the Debentures (Series A
through D) and has determined to secure the Debentures and other
sums payable under the Lenders' respective Loan Agreements
(hereinafter defined) by the execution and delivery of this Deed.

NOW THIS DEED WITNESSETH and it is hereby declared as follows:-

1. Definitions
Wherever used in this Deed or the Recitals hereof or the Schedules
hereto, unless the context shall otherwise require, the following
terms shall have the following meanings:-

(a) The term "RRRRRRR Loan Agreement" means the Agreement

dated ………….. ……………………. referred to in Recital (C)
hereof;

(b) The term "YYYYYYY Loan Agreement" means the Agreement

dated the …… day of …………………… referred to in Recital
(A) hereof;

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(c) The term "Conditions" means the conditions set out in the
Fifth Schedule hereto;

(d) The term "Debentures" means debentures substantially in the

forms set out in Schedules One through Four hereto and for
the time being issued and outstanding;

(e) The term "Debenture Holders", "Registered Holders" or

"Holders" means the several persons for the time being
entered in the Company's register hereinafter mentioned as
holders of Debentures;

(f) The term "Dollars" and the sign mean dollars in the currency
of the United States of America;

(g) The term "Extraordinary Resolution" means an Extraordinary

Resolution of Debenture Holders passed in accordance with
the provisions contained in Schedule Six hereto;

(h) The term "Existing Securities" means those respective charges

created by the Company in favour of the respective Lenders as
more particularly set in the Eighth Schedule hereto.

(i) The term "Fixed Plant and Machinery" means all plant and
machinery and equipment of the Company (including tools,
spare parts and replacements therefor and additions thereto)
whether or not affixed to any immovable property of the

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 Company including also all fixtures and fittings but excluding
furniture and motor vehicles;

(j) The term "HH Loan Agreement" means the Agreement dated
……………… ………………… referred to in Recital (B) hereof;

(k) The term "Kenya Shillings" and the sign "KShs" mean shillings
in the currency of the Republic of Kenya;

(l) The term "Loan Agreements" means collectively the

YYYYYYY Loan Agreement, the HH Loan Agreement, the
RRRRRRR Loan Agreement and the DDD Loan Agreement;

(m) The term "Mortgaged Premises" means:

(i) All stocks shares bonds and securities of any kind
whatsoever whether marketable or otherwise and all
other interests including but not limited to loan capital
of the Company both present and future in any
company firm consortium or entity wheresoever situate
including all allotments accretions offers rights benefits
and advantages whatsoever at any time accruing
offered or arising in respect of the same whether by way
of conversion redemption bonus preference option
dividend interest or otherwise both present and future
(hereinafter called the "Marketable Securities");
(ii) All book and other debts revenues and claims both
present and future (including bank deposits and credit
balances) and the proceeds of sale of all stock-in-trade

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 and all things in action due or owing or which may
become due or owing to or purchased or otherwise
acquired by the Company and the full benefit of all
rights and remedies relating thereto including but not
limited to any negotiable or non-negotiable instruments
guarantees indemnities debentures legal and equitable
charges and other security reservation of proprietary
rights rights of tracing liens and all other rights and
remedies of whatsoever nature in respect of the same
both present and future (hereinafter called the
"Receivables");
(iii) The uncalled capital goodwill and all patents patent
applications inventions trade marks trade names
registered designs copyrights know-how and other
intellectual property rights and all licences and ancillary
rights and benefits including all royalties fees and other
income deriving form the same of the Company both
present and future (hereinafter called the "Intangible
Assets"); and
(iv) The undertaking and all other property assets and
rights of the Company whatsoever and wheresoever
both present and future including but not limited to the
stock-in-trade and horticultural and floricultural
produce (if any) of the Company whatsoever and
wheresoever which are or may be from time to time
while this instrument is in force comprised in the
property and undertaking of the Company and the
premises First Secondly Thirdly and Fourthly described

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 (if and in so far as the charges thereon herein contained
shall for any reason be ineffective as fixed charges) both
present and future (hereinafter called the "Security
Assets");

and the expression "Mortgaged Premises" includes the

Specifically Mortgaged Premises";

(n) The term "DDD Loan Agreement" means the Agreement

dated ………….. ……………………. referred to in Recital (D)
hereof;

(o) The term "Receiver" means any receiver or receiver and

manager or manager appointed pursuant to the provisions of
this Deed, whether alone or jointly with any other person and
includes any substitute for any of them appointed from time
to time;

(p) The term "Security" means the security or securities crated or

to be created under the provisions of this Deed;

(q) The term "Specifically Mortgaged Premises" means the

freehold and leasehold property of the Company (other than
agricultural land as defined in the Land Control Act Chapter
302 of the Laws of Kenya in respect of which the consent of
the appropriate Land Control Board has not been obtained)
both present and future including but not limited to the
properties specified in the Eighth Schedule hereto and all

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 buildings and fixtures (including trade fixtures) from time to
time on any such property and all crops growing thereon (if
any) and all liens charges options agreements rights and
interests over land both present and future and all plant
machinery vehicles computers and other equipment of the
Company both present and future and all spare parts
replacements modifications and additions for the same and
the full benefit of all warranties and maintenance contracts for
any of the same both present and future and all other property
of the Company which is legally charged to or at any time
shall or ought, pursuant to any provision hereof, to be
assured, mortgaged or charged to or in favour of the Trustee
by way of fixed and specific security for the payment of the
principal amounts of the Debentures and interest thereon, and
other moneys intended to be secured by this Deed, and the
expression "Specifically Mortgaged Premises" includes the
Existing Securities;

(r) The term "Trustee" shall include any other trustee or trustee
for the time being of this Deed.

Words denoting the singular number shall include the plural

number and vice versa; words denoting the masculine gender shall
include the feminine gender; and words denoting persons shall
include firms corporations and bodies corporate.

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 References to Schedules, clauses, sub-clauses, paragraphs and sub-
paragraphs shall be references to the Schedules to this Deed, to the
clauses, sub-clauses, paragraphs and sub-paragraphs of this Deed.

The marginal notes are inserted for convenience only and shall not
affect the construction of this Deed or Schedules hereto.

2. Currency Conversion
Except as otherwise provided in this Deed and the Schedules hereto,
whenever, for the purpose of determining equivalent values,
currencies are to be notionally converted into other currencies, the
conversion shall be made at the rate of exchange quoted by the
Central Bank of Kenya on the Business Day immediately preceding
the date on which such conversion is to notionally take place or if
none such rate of exchange as may be agreed between the Debenture
Holder concerned and the Trustee.

3. Issue of Debentures
(a) Debentures of the series described in the first column of the table set
out below shall be issued to the Lenders specified in the second
column of table for the maximum aggregate principal amounts and
in the currencies specified in the third column of the table and in the
form contained in the Schedule specified in the fourth column of the
table.

Description Lender Amount (K.Shs)

Schedule
Series A YYYYYYY 415,000,000 One

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 Series B HH 225,000,000 Two
Series C RRRRRRR 60,000,000 Three
Series D DDD 260,000,000 Four

(b) All Debentures shall rank pari passu in point of security and shall be
secured equally and rateably without discrimination or preference.

4. Conditions Relating to Debentures

(a) All Debentures shall be endorsed with and be subject to the

Conditions set out in Schedule Five hereto;

(b) The Company shall comply with the terms of the Debentures and
the Conditions endorsed thereon and the Debentures shall be held
subject to such terms and Conditions which shall be binding on the
Company and the Debenture Holders and all persons claiming
through or under them respectively;

(c) All Debentures shall be issued under the Common Seal of the
Company affixed in the manner provided by the Articles of
Association, for the time being, of the Company.

5. Payment of Debentures and interest

As and when the Debentures or any of them ought to be paid off in
accordance with the provisions of this Deed, the Debentures or the
Loan Agreements, or on such earlier date as the security hereby
constituted becomes enforceable as hereinafter provided, the

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 Company will pay to the Debenture Holders the principal amount of
the Debentures which ought to be paid off and will, in the
meantime, until all the Debentures have been paid off, pay to the
Debenture Holders interest on the principal amount of the
Debentures as therein provided. Every payment to the Debenture
Holders on account of principal and interest due in respect of any of
the Debentures shall be a satisfaction pro tanto of the covenant by
the Company in this Clause contained.

6. Register of Debenture Holders

The Company shall keep at its Registered Office a Register of
Debenture Holders showing separately in respect of each series of
the Debentures:-
(a) The name and address of each Debenture Holder;
(b) The amount, serial numbers and maturities of the Debentures
held by him;
(c) The date or dates upon which his name was entered in respect
of such Debentures; and
(d) The date or dates upon which he ceased to be the holder of
such Debentures.

The Trustee, any Receiver, any Debenture Holder and any person
authorised in writing by any of them shall be at liberty at all
reasonable times during office hours to inspect the Register of
Debenture Holders and to take copies of or an extract from the same,
or any part thereof and, in the event of the Trustee requiring to give
any notice to the holders of one or more Series of Debentures, the

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 Company shall furnish the Trustee with such copies of or extracts
from the Register of Debenture Holders as the Trustee shall require.

7. Charge
(a) The Company hereby charges in favour of the Trustee the
Mortgaged Premises and the Specifically Mortgaged Premises with
the payment and discharge of all the principal and interest of the
Debentures and all other moneys intended to be hereby secured
(including but not limited to expenses and charges arising out of or
in connection with any of the acts authorised by this Deed);

(b) The charge created by this Deed shall rank as a first charge on all the
Mortgaged Premises and the Specifically Mortgaged Premises and,
as regards the Marketable Securities Receivables Intangible Assets
and Specifically Mortgaged Premises shall constitute a first fixed
specific charge and, as regards the Security Assets and all other
property hereby charged, shall constitute a floating security but so
that the Company shall not be at liberty to create any mortgage or
charge or other encumbrance upon and so that no such mortgage
charge or other encumbrance shall in any case or in any manner
arise on or affect any of the property and assets comprised in the
Security in priority to or pari passu with or subsequent to the
charges hereby created without the prior consent in writing of the
Trustee and all the Debenture Holders, it being the intention that the
Company shall have no power without the consent of the Trustee
and all the Debenture Holders to part with or dispose of any part of
the property and assets comprised in the Security by way of sale or
otherwise except (until the Security becomes enforceable), in the

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 case of its property and assets hereby charged by way of floating
charge, by way of sale in the ordinary course of business and upon
the terms that the proceeds of any such sales effected in the ordinary
course of business shall be paid into the Company's account or
accounts with any of the Debenture Holders.

8. Specifically Mortgaged Premises

(a) For the avoidance of doubt, the Company hereby confirms that any
Specifically Mortgaged Premises (other than agricultural land as
defined in Section 2 of the Land Control Act, Chapter 302) and fixed
assets hereby charged acquired by the Company after the date of
this Deed shall upon their acquisition stand charged to the Trustee
by way of first fixed specific charge created pursuant to this Deed.
In the event, and to the extent only, that any court shall not permit
reliance upon or restrict the ambit of the fixed specific charge herein
contained, any property and assets excluded from the fixed charge
by the decision of the court shall be deemed to have been charged by
way of floating charge upon the conditions in this Deed;

(b) The Company shall, forthwith upon the execution of this Deed, for
the purpose of perfecting the charge over any immovable property
forming part of the Specifically Mortgaged Premises, and thereafter,
forthwith upon the acquisition by the Company of any interest in
immoveable property, (other than agricultural land as defined
above) execute and deliver to the Trustee a first legal mortgage or or
a first legal charge or charges as required over all the interest of the
Company in any immoveable property forming part of the

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 specifically Mortgaged Premises in such form as may be required by
the Trustee;

(c) If the Company shall hereafter acquire any interest in any

agricultural land as defined above, it shall forthwith apply to the
appropriate Land Control Board for consent to mortgage or charge
such interest in favour of the Trustee and, subject to such consent
being obtained, will forthwith execute and deliver to the Trustee a
first legal mortgage or charge as required over all the interest of the
Company in such agricultural land;

(d) All legal and charges created by the Company in accordance with
this Clause:
(i) shall be in such form as the Trustee shall require and shall
include (in addition to the powers conferred on mortgagees
and chargees by law) such powers and provisions as the
Trustee shall require including an unrestricted power of sale;
(ii) shall extend to and include all buildings and other
improvements from time to time or at any time in existence on
the immovable properties concerned;
(iii) shall secure to the Trustee the payment and discharge of all
principal moneys and interest and other moneys and liabilities
whatsoever as hereinbefore in this Deed set forth or such
portion thereof as the Trustee shall, in the discretion of the
Trustee, determine; and
(iv) shall be made, drawn, executed, stamped and registered at the
sole cost of the Company which cost shall be recoverable by
the Trustee from the Company on demand.

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9. After-acquired Immovable Property
So long as any sum remains owing on the Security, the Company
shall:-
(a) within fourteen days after entering into the same notify the
Trustee in writing of all contracts entered into by it for the
acquisition of any immovable property; and
(b) within thirty days after the end of every calendar year deliver
to the Trustee a statement in writing containing particulars of
all immovable properties acquired by the Company during
the preceding year or, as the case may be, stating that no
immovable property has been acquired by the Company
during such year.

10. Company’s Representations Warranties and Covenants

10.1 On the date of these presents and on the first day of each calendar
month hereafter (with reference to the facts then existing) the
Company hereby represents and warrants that:
(a) It has and will at all times have the necessary power to enter
into and perform its obligations under this Deed;
(b) This Deed constitutes and is a security over the Mortgaged
Premises and every part thereof in accordance with its terms;
(c) All necessary authorisations and consents to enable or entitle
it to enter into this Deed have been obtained and will remain
in full force and effect during the subsistence of the security
constituted by this Deed;
(d) At the date hereof and at the date of any advance by any of
the Debenture Holders to the Company of any sum secured

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 hereunder the Company is and will be for the purpose of the
Companies Act solvent in all respects;
(e) There has been no material adverse change in its financial
condition or position since the date of the last audited
accounts which would materially affect its ability to perform
its obligations hereunder or under the terms of any other
facility available to it;
(f) There is no law decree or similar enactment binding on it so
far as it is aware and no provision in its Memorandum and
Articles of Association corporate document mortgage
indenture trust deed contract or agreement binding on it or its
directors or affecting its assets which would conflict with or
prevent it or its directors from entering into or performing and
observing the terms of any of the facilities made available
under the Debentures;
(g) It has disclosed in writing to the Debenture Holders all its
liabilities actual or contingent known or anticipated and all
encumbrances and commitments existing or anticipated and
all other matters relevant to the business or creditworthiness
of the Company and subject to such specific disclosures there
are no legal or other proceedings pending or threatened before
any court tribunal commission or other regulatory authority
and involving it which may adversely affect in any material
respect its financial condition or business operations;
(h) All the information provided by the Company to the each of
the respective Debenture Holders is accurate in all material
respects and that no material fact the omission of which
would make such information misleading has been omitted;

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(i) It has not created any other security whether by way of
debenture mortgage or charge or lien or otherwise howsoever
on any part of the property and assets hereby charged or agreed
to be charged or incurred any other liability contingent or
otherwise which is material for disclosure to an intending
lender and which has not been disclosed to each of the
Debenture Holders and is not a party and no circumstances are
known to it which may give rise to any litigation of a material
character affecting the property and assets hereby charged or
agreed to be charged;
(j) Except as notified in writing to each of the Debenture Holders
prior to the execution hereof the Company has in its possession
control or reputed ownership no goods in respect of which the
supplier or vendor thereof has reserved either title thereto or
any right of disposal after delivery of possession thereof or
which are on hire hire-purchase or similar arrangement and the
Company hereby undertakes that if and whenever it orders or
receives any goods in respect of which title thereto or any right
of disposal thereof has been or will be reserved or which are to
be on hire hire-purchase or similar arrangement it will
forthwith advise each of the Debenture Holders in writing of
the details thereof;
(k) The representations and warranties set forth in this clause re
given and made on and as of the date hereof shall survive the
execution hereof and are continuing representations and
warranties which are deemed to be repeated during the
continuance of the security constituted hereby.

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10.2 The Company hereby covenants with the Trustee that at all times
during the continuance of the Security it will:-
(a) Carry on and conduct its business in a proper and efficient
manner and in particular will diligently and expeditiously
proceed in accordance with sound commercial and financial
practices;
(b) Keep its books of account and prepare all financial statements
to be delivered under this Deed in accordance with
accounting principles generally accepted in Kenya
consistently applied and procure that these are furnished to
the Trustee and each Debenture Holder:
(i) as soon as practicable and in any event not later than
[_____________] after the end of each financial year, the
audited financial statements of the Company for and as
at the end of the financial year then ended which shall
be prepared so as to give a true and fair view of the
financial condition of the Company as at the end of the
period to which those financial statement relate and of
the results of the Company's operations during such
period;
(ii) such other information, financial or otherwise, as the
Trustee or any Debenture Holder may from time to
time reasonably request regarding the affairs of the
Company;
(iii) details of any litigation, arbitration or administrative
proceedings in progress pending or, to the knowledge
of the Company, threatened against it which might

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 have a material adverse effect on the Company's ability
to perform its obligations under this Deed;
(c) Give to the Trustee or each Debenture Holder or to any such
person as aforesaid such information as to all matters relating
to any property or otherwise to its affairs as it or he shall
reasonably require and furnish to the Trustee or each
Debenture Holder at the same time as the issue thereof to the
members two copies of every balance sheet, profit and loss
account and report intended to be laid before the Company in
General Meeting and of every notice or circular relating to its
General Meetings;
(d) Keep all buildings for the time being comprised in the
Mortgaged Premises and all plant, machinery and apparatus
in upon or about the same in, such state of repair and in such
working order and condition to the satisfaction of the Trustee
as the Trustee shall from time to time consider proper for the
purpose of the efficient and economic carrying on of the
business of the Company and will permit the Trustee and any
such person as aforesaid to enter into and upon the said
buildings to view the state and condition thereof and of all
such plant, machinery and -apparatus as aforesaid and
forthwith to repair and make good to the satisfaction of the
Trustee all defects and wants of reparation in and to the same
of which notice in writing shall be given to the Company by or
on behalf of the Trustee provided that if the Company shall
fail to do so within one calendar month of the date of service
of such notice then the Trustee may at any time thereafter
enter upon such premises or any part thereof with or without

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 workmen and others and execute such repairs as may be
necessary or proper without thereby becoming liable as a
mortgagee in possession;
(e) Not pull down or remove any building erection or structure or
Fixed Plant and Machinery for the time being forming part of
the Specifically Mortgaged Premises or any fixtures belonging
to it thereon without the previous consent in writing of the
Trustee except in the ordinary course of repair and
maintenance or improvement or otherwise in the course of
and for the purpose of carrying on its business and will, in any
such case, unless the Trustee otherwise consents in writing,
renew and replace the same with others of at least equal
value;
(f) (i) Insure and keep insured with insurers acceptable to the
Trustee such parts of its undertaking property and
assets and all fixtures and fittings therein and additions
and improvements thereto as are of an insurable nature
against loss or damage by fire, lightning, earthquake,
storm, flood, explosion, riot and civil commotion,
aircraft and such other risks as the Trustee may from
time to time specify to the full insurable value thereof
all to the satisfaction of the Trustee;
(ii) To deposit with the Trustee or as the Trustee shall direct
the policy or policies of insurance endorsed with a
mortgage clause or a memorandum noting the interest
of the Trustee as loss payee and duly and punctually to
pay all premiums and moneys necessary for effecting
and keeping up such insurance and to deliver to the

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 Trustee Fourteen days before the expiry of any policy
the receipt for the premium to renew that policy;
(iii) That, where a sum of money is payable under a policy
effected in accordance with this sub-clause or under any
other policy effected by the Company on its
undertaking property and assets the Trustee may
require that such sum be applied:
(x) in reinstating repairing or re-building;
(y) towards repayment of such of the moneys hereby
secured as shall be due and payable;
(z) partly for one of the aforementioned purposes
and partly for any other such purpose;
(iv) (y) Not to effect without the prior written consent of
the Trustee any insurance other than in
accordance with the provisions of this Clause;
and
(z) Not to do anything that makes or may make a
policy of insurance effected in accordance with
those provisions void or voidable;
(v) That, if default shall at any time be made by the
Company in effecting or keeping -up such policy or
policies as aforesaid or in depositing the same or
delivering any receipt as aforesaid the Trustee may (but
without being liable so to do) insure and keep insured
the said buildings and fixtures and fittings therein and
additions and improvements thereto in any sum not
exceeding the full insurable value thereof;

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(g) Supply to the Trustee all such documents and information as
the Trustee may from time to time require relating to or in
connection with the operation of the provisions regarding
redemption and repayment of the Debentures contained in the
Conditions respectively endorsed thereon;
(h) Except to the extent that the Trustee may otherwise agree,
maintain, apply for renewal of and comply with the
conditions of all rights, powers provisions concessions,
licences and franchises at present or hereafter vested in it
which are or may be reasonably necessary for the efficient
conduct of its business and undertaking;
(i) Perform and observe the conditions and stipulations under
and subject to which any immovable property of the
Company is held and also to pay and discharge all existing
and future rates, water charges, telephone rent, telephone
charges, taxes, assessments, duties, impositions, outgoings
and burdens whatsoever whether Parliamentary, local or of
any other description assessed charged or imposed upon the
Mortgaged Premises or any of them or any part or parts
thereof taken separately or upon the owner or occupier in
respect thereof or payable by either in respect thereof within
fourteen days after the same shall be due and, on demand,
produce to the Trustee the receipt for each such payment;
(j) On demand by the Trustee or any Receiver, attorney,
manager, agent or other person appointed pursuant to this
Deed, pay out of the Mortgaged Premises every sum of
money (other than principal or interest of the Debentures)
which shall from time to time be payable to the Trustee or any

24
 such person pursuant to any provision of this Deed together
with interest, at the maximum rate from time to time lawfully
permitted to be charged by commercial banks in Kenya or if
none the rate of interest from time to time charged by
[_______ __________________________] on the overdrawn
account of its first class customers, as from the date when the
same shall have been advanced or paid or become payable or
due;
(k) Promptly inform the Trustee of any event or condition which
might materially or adversely affect or delay the carrying out
of the Project or the performance by the Company of any of its
obligations or covenants under this Deed or the Loan
Agreements;
(l) Not, except with the prior written consent of the Trustee, have
any subsidiary as defined in Section 154 of the Companies Act
(Cap.486 of the Laws of Kenya) or any amendment or
replacement thereof provided that such consent shall only be
given on the condition that the subsidiary shall forthwith
charge in favour of the Trustee, in a manner similar to the
provisions of Clauses 7 and 8 hereof, all its property and
assets as collateral security for the principal and interest of the
Debentures and all other moneys intended to be secured by
this Deed;
(m) Observe and perform all the covenants on the part of the
Company contained in the Loan Agreements as if the same
were herein set out in extenso.
(n) Forthwith upon the receipt by the Company of any notice,
schedule, list, claim or demand or other requirement

25
 whatsoever from or by any person affecting or likely to
adversely affect or which may adversely affect the Mortgaged
Premises or any part thereof or the respective interests of the
parties hereto therein to inform the Trustee of the receipt
thereof and give to the Trustee such further and other
information and take at the expense of the Company such
action in respect thereof as the Trustee shall or may require;

If default shall be made in keeping the Mortgaged Premises in good

repair and in good working order and condition as aforesaid or in
keeping up such insurance as aforesaid or in delivery of any of the
said policies or in paying any of the rents as aforesaid or in paying
any such rates, water charges, telephone rent, telephone charges,
taxes, assessments, duties, impositions, outgoings or burdens
whatsoever or producing any receipt required to be produced as
aforesaid it shall be lawful for the Trustee, but not obligatory on it,
to repair the Mortgaged Premises or such of them as in its opinion
shall require repair as it may deem fit and pay such of the said rents,
rates, water charges, telephone rent, telephone charges, taxes,
assessments, duties, impositions, outgoings and burdens as it may
deem fit. The Company shall on demand repay to the Trustee any
sum of money expended by the Trustee for theforegoing purposes or
any of them with interest as provided in sub-clause (j) of this Clause
from the time of the same respectively having been expended.

11. Prohibition on Encumbrances

The Company shall not create or permit to exist any encumbrance on
any assets of the Company, other than those created or provided for

26
 by this Deed, with the exception any tax or other statutory
encumbrance, provided that such encumbrance shall be discharged
within thirty days after final adjudication.

For the purposes of this Clause, the term "encumbrance" shall

include any mortgage, charge, pledge, lien, assignment, privilege,
hypothecation, security interest, title retention, flawed asset
arrangement, preferential right or other trust arrangement or other
security arrangement or agreement or any right conferring a priority
of payment and the term "assets" shall include revenues and
property of any kind.

12. Events in which Security Becomes Enforceable

12.1 The Security shall, subject to the provisions of Clause 14 hereof,
become immediately enforceable and the principal amount of the
Debentures and interest thereon shall become immediately payable
in each and every of the events following:-
(a) If the Company makes default in the payment of any principal
amount of any of the Debentures when the same becomes due
and payable either by the terms thereof or of this Deed;
(b) If the Company makes default for a period of fifteen days in
the payment of any interest owing on any of the Debentures;
(c) If, under the terms of any of the Loan Agreements or any
Debenture, any of the Debenture Holders shall declare the
principal of and all accrued interest on its Debentures to be
due and payable forthwith;
(d) If a notification of charge either by court order decree or
process or at the direction of the Commissioner of Income Tax

27
 or any other authority is registered against any immovable
property and assets of the Company and shall not be
discharged within 30 days after final adjudication;
(e) If the Company commits or purports to commit any breach of
the covenants and agreements herein or in any other security
created by the Company in favour of the Trustee contained or
implied or if any of the representations or warranties made by
the Company herein contained are found to be untrue false or
incorrect;
(f) If any government or governmental authority shall condemn
nationalise seize or otherwise acquire or appropriate all or any
substantial part of the property or assets of the Company;
(g) If any civil war revolution insurrection action by nationalist or
foreign or international forces blockade riot or any events
whether acts of God or otherwise beyond the control of the
Company shall seriously impair the efficient and proper
conduct of the business of the Company or render the same
unreasonably hazardous;
(h) If a petition is filed by any interested party for the winding up
of the Company pursuant to the provisions of the Companies
Act (Chapter 486 of the Laws of Kenya);
(i) If the Company defaults under any trust deed loan agreement
debenture or under any hire purchase credit sale lease or
similar agreement or under any guarantee bond or other third
party obligation or if any borrowing or other money payable
under those documents or obligations becomes or is capable
of being declared payable prior to its stated maturity or is not
paid when due or if any debenture mortgage charge or other

28
 security from time to time created by the Company becomes
enforceable;
(j) If any of the above events occur in relation to a third party
which now or hereafter has guaranteed or provided security
or given an indemnity in respect of any moneys obligations or
liabilities secured by this Deed;
(k) If an order of a competent court is made or an effective
resolution passed for the winding up of the Company;
(l) If an encumbrancer takes possession or a receiver is appointed
of the Mortgaged Premises or any part thereof and such
taking possession or appointment shall be certified by the
Trustee as being, in its opinion, prejudicial to the Security;
(m) If a distress or execution or other process shall be levied or
enforced upon or sued out against the Mortgaged Premises or
any part thereof and shall not be paid out, withdrawn or
discharged within fourteen days;
(n) If the Company stops payment or ceases or threatens to cease
to carry on its business or is unable to pay its debts within the
meaning of Section 220 of the Companies Act (Cap.486 of the
Laws of Kenya) or any amendment or replacement thereof;
(o) If the Company, without the written consent of the Trustee,
sells, transfers or otherwise disposes of the whole or any
substantial or material part of its undertaking or of its
property and assets;
(p) If the Company charges pledges or otherwise encumbers any
of its assets herein described or attempts to do so without the
consent in writing of all the Debenture Holders;

29
 Whereupon the Trustee shall give immediate notice by telefax, telex
or cable to all Debenture Holders when it becomes aware of any
event in which the Security becomes enforceable.

12.2 Without prejudice to clause 12.1, the Trustee may at any time by
notice in writing to the Company upon the request of the Debenture
Holders by an Extraordinary Resolution convert the floating charge
referred to in clause 7(b) into a fixed charge as regards any of the
Mortgaged Premises specified in the notice and may at any time
appoint a Receiver thereof.

12.3 The floating charge created by this Deed shall unless otherwise
agreed in writing by all the Debenture Holders automatically and
without notice be converted into a fixed charge in respect of any
Mortgaged Premises subject to it:
(a) which shall become subject to an encumbrance (as defined in
clause 11 hereof) other than an encumbrance or disposition
permitted under the terms of this Deed; or
(b) if and when any person levies or notifies the Company that it
intends to levy any distress execution sequestration or other
process against those Mortgaged Premises; or
(c) if and when the Company shall cease to carry on business or
to be a going concern; or
(d) if any of the events specified in clause 12.1 shall take place.

13. Trustee’s Powers of Entry and Sale

At any time after the Security shall have become of entry and
enforceable the Trustee may (but subject to the provisions sale

30
hereinafter contained as to notice where such provision is
applicable) in its discretion, and shall upon the request of the
Debenture Holders by an Extraordinary Resolution (but in any case
without any further consent on the part of the Company), enter
upon or take possession of the Mortgaged Premises, or any part
thereof, and may as aforesaid at its discretion and shall upon the like
request sell, call in, collect and convert into money or otherwise deal
with the same or any part thereof with full power (subject as
aforesaid) to sell any of the Mortgaged Premises either together or in
parcels and either by public auction or private contract and either
for a lump sum or for a sum payable by instalments or for a sum on
account and a mortgage or charge for the balance and with full
power upon every such sale to make any special or other
stipulations as to title or evidence or commencement of title or
otherwise which the Trustee shall deem proper and with full power
to buy in or rescind or vary any contract of sale of the Mortgaged
Premises or any part thereof and to resell the same without being
responsible for any loss which may be occasioned thereby and with
full power to compromise and effect compositions and for the
purposes aforesaid or any of them, to execute and do all such
assurances. and things as it shall think fit. Unless, in the Trustee's
opinion, further delay would imperil the interests of the Debenture
Holders, the Trustee shall not exercise its discretion to enter upon or
take possession of the Mortaged Premises, or any part thereof, if
within fifteen days after giving notice to the Debenture Holders
under Clause 12, the Trustee shall have received directions from
Debenture Holders holding in the aggregate Debentures of an
amount equivalent in Shillings greater than fifty per cent of the

31
 aggregate amount equivalent in Shillings of all outstanding
Debentures not to exercise such discretion; provided that the failure
of the Trustee to comply with its obligations to the Debenture
Holders to give notice under Clause 13 and to refrain from
exercising its discretion under this sentence shall not in any way
prejudice or invalidate the exercise of the powers of conversion as
against the Company or any third party.

14. Notice of Intention to Exercise Powers of Entry, etc.

Before making any such entry or taking possession as aforesaid or
any sale, calling in, collection or conversion under the powers in that
behalf hereinbefore contained (hereinafter referred to as "the powers
of conversion") the Trustee shall (unless it shall certify that in its
opinion further delay would imperil the interests of the Debenture
Holders or except in the case of the happening of any of the events
mentioned in sub-clauses (c), (d), (e), (g) and (h) of Clause 12.1
hereof) give written notice of its intention to the Company and the
Debenture Holders and shall not exercise the powers of conversion
if in the case of such powers arising by reason of any default in
payment or satisfaction of any principal moneys or interest the
Company shall prove to the Trustee the payment or satisfaction of
the principal moneys or interest so in arrear within fourteen days
next after such notice shall have been given or if in the case of such
powers arising by reason of any event specified in sub-clause (f) or
(h) of Clause 12.1 hereof the Company shall forthwith upon such
notice as aforesaid being given pay out or cause to be withdrawn or
discharged such distress, execution or other process or perform the
covenant, condition or obligation so broken if capable of then being

32
 performed, or make good the breach thereof or pay adequate
compensation for such breach to the satisfaction of the Trustee, any
compensation so paid to the Trustee being deemed to be part of the
Mortgaged Premises.

15. Powers of Trustee in Possession

Without prejudice to the generality of the powers given by Clause 13
hereof, if the Trustee shall take possession of the whole or any part
of the Mortgaged Premises pursuant to the provisions of that Clause
the Trustee may, if it shall think fit, carry on the business of the
Company in and with the Mortgaged Premises or any of them and
may manage and conduct the same as it shall in its discretion think
fit and, for the purposes of the said business, may appoint on any
terms as to salary and otherwise and remove managers, agents,
employees and servants and may maintain, insure, repair, renew
and enlarge any property comprised in the Mortgaged Premises and
may acquire by purchase or on lease or otherwise any further
property or rights, accept surrenders of leases and tenancies and
make new contracts and modify or vary existing contracts and may
grant leases of and options over any property for the time being
controlled by it for such terms and generally on such conditions as it
may think fit and may sell, realise or convert into money any such
property or any part or parts thereof at such time or times and in
such manner and upon such terms and conditions as it may think f
it. All moneys received by the Trustee in exercise of the powers
aforesaid shall be applied first in payment and discharge of the
expenses incurred in relation thereto and in the exercise of any of the
powers conferred on the Trustee by Clause 13 hereof or by this

33
 Clause or otherwise in respect of the Mortgaged Premises and of any
outgoings and the residue of such moneys shall be paid and applied
in the same manner as is hereinafter provided with respect to
moneys arising from any such sale calling in and conversion under
the powers of conversion.

16. Power to appoint Receiver

(a) At any time after the Security shall have become enforceable or after
a petition for the winding up of the Company shall have been
presented or a notice shall have been given of a proposed resolution
for the winding up of the Company (and so that no delay or waiver
of the right to exercise the powers hereby conferred shall prejudice
the future exercise of such powers) the Trustee may in its discretion
and shall upon the request of the Debenture Holders by an
Extraordinary Resolution and without further notice appoint in
writing a Receiver or Receivers of all or any part of the Mortgaged
Premises and may or shall, as the case may be, from time to time
upon the request of the Debenture Holders by an Extraordinary
Resolution remove any Receiver or Receivers so appointed and
appoint another in his or their place;

(b) The Trustee shall not appoint any person as a Receiver whom, after
making such enquiries as may be reasonable, it has reason to believe
may have any financial interest in the Company or the Trustee;

(c) Every Receiver so appointed shall have all the powers conferred by
the Laws of Kenya on Receivers appointed thereunder as if such
Receiver had been duly appointed thereunder and by way of

34
 addition to but without limiting the general powers hereby
conferred every such Receiver shall have power to take immediate
possession of the Mortgaged Premises or any part thereof and
(subject to any restrictions from time to time imposed by the
Trustee) to exercise all or any of the powers hereby conferred upon
the Trustee;

Provided that if any such petition as above mentioned is dismissed or

withdrawn or the resolution referred to in any such notice as above
mentioned is not duly passed then, without prejudice to any rights
exercisable otherwise than in consequence of the presentation of such
petition or the giving of such notice and subject to anything done in the
meantime in pursuance of the powers given by this Clause, possession of
the Mortgaged Premises shall be restored to the Company and, subject to
the provisions herein contained as to costs, charges and expenses incurred
and payments made, the Company and all persons concerned shall be
restored to their original rights.

17. Powers etc of Receiver

The following provisions as to the appointment, powers, rights and duties
of a Receiver shall have effect:-

(a) Such appointment may be made either before or after the Trustee
shall have entered into or taken possession of the Mortgaged
Premises or any part thereof;

35
(b) Such Receiver may be invested by the Trustee with such powers and
discretions including powers of management as the Trustee may
think expedient;

(c) Unless otherwise directed by the Trustee, such Receiver may

exercise all the powers and authorities vested in the Trustee;

(d) Such Receiver shall, in the exercise of his powers, authorities and
discretions, conform to any regulations and directions from time to
time made and given by the Trustee;

(e) The Trustee may from time to time fix the remuneration of such
Receiver and direct payment thereof out of the Mortgaged Premises
but the Company alone shall be liable for the payment of such
remuneration;

(f) The Trustee may from time to time and at any time require any such
Receiver to give security for the due performance of his duties as
such Receiver and may fix the nature and amount of the security to
be so given but the Trustee shall not be bound in any case to require
any such security;

(g) Save in so far as otherwise directed by the Trustee, all moneys from
time to time received by such Receiver shall be paid over to the
Trustee to be held by it on the trusts hereinafter declared of and
concerning moneys which arise under the powers of conversion;

36
(h) The Trustee may pay over to such Receiver any moneys constituting
part of the Mortgaged Premises to the intent that the same may be
applied for the purposes hereof by such Receiver and the Trustee
may from time to time determine what funds the Receiver shall be
at liberty to keep in hand with a view to the performance of his
duties as such Receiver;

(i) Subject as hereinafter provided, any such Receiver may, for the
purposes of carrying on the business of the Company and of
defraying any costs, charges, losses or expenses (including his
remuneration) which shall be incurred by him in the exercise of the
powers, authorities and discretions vested in him and for all other
purposes hereof or any of them, raise and borrow money on the
security of the Mortgaged Premises or any part thereof either in
priority to the Debentures and the Security or otherwise and at such
rate or rates of interest and generally on such terms and conditions
as he may think fit and no person lending any such money shall be
concerned to enquire as to the propriety or purpose of the exercise of
his power or to see to the application of any moneys so raised or
borrowed; Provided that a Receiver shall not exercise this present
power without first obtaining the written consent of the Trustee and
the Debenture Holders thereto but the Trustee shall incur no
responsibility or liability to the Debenture Holders or other-wise by
reason of its giving or refusing such consent whether absolutely or
subject to any limitation or condition;

(j) Every such Receiver shall be the agent of the Company for all
purposes and the Company alone shall be responsible for his acts

37
 and defaults or misconduct and liable on any contracts or
engagements made or entered into by him and for his remuneration
and the Trustee and the Debenture Holders shall not incur any
liability therefor by reason of their making or consenting to his
appointment as such Receiver;

(k) The Trustee shall be in no way responsible for any misconduct or

negligence on the part of such Receiver;

(l) Every Receiver so appointed shall have all the powers conferred by
the Laws of Kenya on Receivers appointed thereunder as if such
Receiver had been duly appointed thereunder and by way of
addition to but without limiting the general powers hereby
conferred every such Receiver shall have power (subject to any
restrictions from time to. time imposed by the Trustee) to exercise all
or any of the powers hereby conferred upon the Trustee; and

(i) Generally to take possession of, collect and get in all or any
part of the property and assets hereby charged or expressed to
be so charged and f or that purpose to take proceedings in the
name of the Company or otherwise as may be deemed
expedient;
(ii) To carry on, manage or concur in carrying on and managing
the business of the Company and, for any such purposes but
only with the prior written consent of the Trustee and all
Debenture Holders, to raise money on the security of any of
the property and assets hereby charged or expressed to be so

38
 charged or which may hereafter be charged or in any other
manner;
(iii) To enter (either personally or by his servants or agents and
either accompanied by workmen and others or not) into and
upon any immovable property or premises owned or
occupied by the Company or any premises where any of the
property and assets of the Company may for the time being be
kept or stored or be;
(iv) To sell, let or manage or concur in selling, letting or managing
and to accept surrenders of tenancies and leases of all or any
part of the immovable property. of the Company or the
property and assets hereby charged and generally on such
terms and conditions as such Receiver shall think fit and to
carry any such sale or letting into effect by conveying,
assigning, transferring, demising, leasing or letting in the
name and on behalf of the Company;
(v) To make any arrangement or compromise which the Trustee
or in the interests of the Debenture Holders shall think
expedient;
(vi) To make and effect all repairs, improvements and insurances
and renew such of the plant, machinery, works, fixtures,
fittings furniture, furnishings, vehicles, implements, utensils,
stores and other effects of the Company as shall be worn out
or lost or otherwise become unserviceable;
(vii) To purchase, instal and work such new or additional plant,
machinery, works, fixtures, fittings, furniture, furnishings,
vehicles, implements, utensils, stores and other effects and to
erect or re-build any building or other improvements on any

39
 of the immoveable property of the Company as such Receiver
shall deem necessary or conducive towards the proper and
efficient running of the Company's business;
(viii) To appoint, dismiss and remove managers accountants,
servants, workmen and agents for any of the aforesaid
purposes upon such terms as to remuneration or otherwise as
such Receiver may determine; and
(ix) To do all such other acts and things as may be considered to
be incidental or conducive to any of the matters and powers
aforesaid and which- such Receiver may or can lawfully do as
agent for the Company.

18. Additional Powers where Security in Jeopardy

In addition to the powers hereinbefore given, the Trustee may enter into
possession of and hold, or appoint a Receiver to take possession of, any
part of the Mortgaged Premises which may at any time appear to it to be in
danger of being taken under any process of law by any creditor of the
Company or otherwise in jeopardy and where a Receiver is appointed
under this Clause the provisions of the last preceding Clause hereof shall
apply mutatis mutandis and the Trustee may at any time give up
possession or withdraw the receivership.

19. Trustee and Receiver not liable as Mortgagee in Possession

The Trustee shall not nor shall any Receiver be liable, by reason of any
entry into possession of the Mortgaged Premises, to account as mortgagee
in possession or for anything except actual receipts or be liable for any loss
on realisation or for any default or omission for which a mortgagee in
possession might be liable.

40
20. Protection of Third Parties
No person dealing with the Trustee or any Receiver appointed by it or its
or his agents shall be concerned to enquire whether the security hereby
constituted has become enforceable or whether the power which the
Trustee or the Receiver is purporting to exercise has become exercisable or
whether any money remains due upon the security of this Deed or as to
the necessity or expediency of the stipulations and conditions subject to
which any sale shall be made or otherwise as to the propriety or regularity
of any sale or other dealing by the Trustee or such Receiver with the
Mortgaged Premises or to see to the application of any money paid to the
Trustee or to any Receiver and, in the absence of fraud on the part of such
person, such dealing shall be deemed, so far as regards the safety and
protection of such person, to be within the powers hereby conferred and to
be valid and effectual accordingly.

21. Trusts of Proceeds of Realisation

(a) All moneys to arise under the powers of conversion or under any
powers hereby conferred upon the Receiver or upon the Trustee
after the security has become enforceable shall be held by the
Trustee upon trust to apply the same:-
FIRST: In payment of all costs, charges and expenses incurred
and payments made by the Trustee or by the Receiver
under the provisions herein contained and of all
remuneration payable to the Trustee or to any Receiver
hereunder with interest thereon as hereinafter provided;

41
 SECONDLY: In payment, pro rata and pari passu, of the
principal amounts and interest owing upon the
Debentures;
THIRDLY: In payment, pari passu, of any other sums payable to
the Debenture Holders under their respective Loan
Agreements.

and the surplus (if any) shall be paid to or to the order of the Company or
such other person entitled thereto

PROVIDED THAT if the Trustee' shall be of the opinion that the Security
may prove deficient, payments may be made on account of principal
before interest but such alteration in the order of payment of principal and
interest shall not prejudice the rights of any of the Debenture Holders to
receive the full amounts to which they would have been entitled if the
primary order of payment had been observed or any less amount which
the sum ultimately realised from the Security may be sufficient to pay.

(b) The respective rights of pari passu ranking claims, some of which
are denominated in Kenya Shillings and others of which may be
denominated in a currency or currencies other than Kenya Shillings,
to share any payment proposed to be made hereunder in part
satisfaction of those claims shall be ascertained according to the
amount of such claims calculated in the currency of the money
available for the payment (hereinafter called "the Available
Currency") and for the purpose of making this calculation (but not
for any other purpose) a claim which is denominated and payable in
a currency other than the Available Currency shall be notionally

42
 converted into the Available Currency at the rate quoted by the
Central Bank of Kenya for the purchase of such currency with the
Available Currency at approximately 11 a.m. on the business day
next before the date appointed for the relevant payment hereunder
or if in the case of any particular currency there is no such rate then
at such rate at which such currency is in fact purchased with the
Available Currency for the,purpose of making the payment in
question.

22. Trustee’s Power to Accumulate

If the amount of the moneys at any time applicable under the last
preceding Clause hereof shall be less than five per cent of the principal
amount remaining owing on the Debentures, the Trustee may upon the
request of the Debenture Holders by an Extraordinary Resolution invest
such moneys in any of the investments hereinafter authorised with power
from time to time to vary such investments and such investments with the
resulting income therefrom may be accumulated until the accumulations
together with any other funds for the time being under the control of the
Trustee and applicable for the purpose shall amount to a sum sufficient to
pay five per cent upon the said principal. amount when such
accumulations and funds shall be applied in the manner aforesaid.

23. Notice Before Payment and Interest on Amount Concerned to

Cease On Date Fixed For Payment.

The Trustee or the Receiver shall give not less than thirty days' notice to
Debenture Holders of the day and place fixed for any payment to them
under the provisions of either of the last two preceding Clauses hereof and

43
after the day so fixed the Debenture Holders shall be entitled (subject to
the proviso to Clause 21(a) hereof) to interest on the balance (if any) of the
principal amount (if any) payable in respect of the principal thereof on the
day so fixed.

24. Memorandum of Payment

Upon any payment under any of the provisions herein contained on
account of the principal amount or interest owing on the Debentures at
any time after the Security has become enforceable the Debentures in
respect of which such payment is made shall be produced to the Trustee or
Receiver making such payment who shall cause a memorandum of the
amount and date of payment to be endorsed thereon but the Trustee may
in any particular case dispense with the production and endorsement of a
Debenture upon such indemnity being given as it shall think sufficient.

25. Receipts of Holders of Debentures

Any receipt, consent or other instrument which this Deed may require or
permit to be signed or executed by Debenture Holders may consist of 'one
document or several documents and may be signed or executed by the
Debenture Holders in person or in the case of a corporation by an officer
thereof duly authorised or, in either case, by an attorney appointed in
writing. Any receipt, consent or other instrument or document executed
by or on behalf of any Debenture Holder shall bind all future holders of
the same Debenture in respect of anything done or suffered by the
Company or by the Trustee or any of them or their respective agents in
pursuant thereof. If several persons are registered as joint holders of any
Debenture then the receipt of any one of such persons for any interest
payable on or in respect of such Debenture or for any other moneys

44
payable in respect thereof shall be as effective a discharge as if the person
signing such receipt were the sole registered holder of such Debenture.

26. Trustee’s Powers of Investment

Any moneys, which under the trusts herein contained ought to be
invested, may in the discretion of the Trustee be invested in the name of
the Trustee or its nominee or of any Receiver appointed hereunder in any
of the investments for the time being authorised by the Laws of Kenya for
the investment by trustees of trust moneys or may be placed on deposit or
on loan in the name of the Trustee or of any such Receiver at such bank or
with such financial institution as it or he may think fit and the Trustee may
at any time vary or transpose any such investments and shall not be
responsible for any loss occasioned thereby.

27. Trustee’s Borrowing Powers

The Trustee may, with the prior written consent of all the Debenture
Holders, raise and borrow money on the security of the Mortgaged
Premises or any part thereof for the purpose only of defraying any costs,
charges, losses and expenses which shall be paid or incurred by the
Trustee or any Receiver appointed by it in relation to this Deed (including
the remuneration of the Trustee and any such Receiver) or in the exercise
of any of the powers herein contained or of enabling the Trustee or any
such Receiver to carry on all or any part of the business of the Company if
it or he should so elect after entry and taking possession and the Trustee
may raise and borrow such moneys at such rate of interest and generally
on such terms and conditions as the Trustee shall think fit and may secure
the repayment of the moneys so raised or borrowed with interest on the
same by mortgaging or otherwise charging the Mortgaged Premises or any

45
part thereof either in priority to any or charges securing the Debentures or
otherwise and generally in such manner and form as the Trustee shall
think fit and for the purposes aforesaid may execute and do all such deeds,
documents, assurances and things as it shall think fit.

28. Further Assurances by Company

The Company shall execute and do all such deeds, documents, assurances,
acts and things as the Trustee may reasonably require for perfecting the
Security and for giving effect to the provisions of this Deed and shall from
time to time and at all times after the Security shall have become
enforceable and the Trustee shall have determined or become bound to
enforce the same execute and do all such deeds, documents, assurances,
acts and things as th e Trustee may reasonably require for facilitating the
realisation of the Mortgaged Premises and for exercising all the powers,
authorities and discretions hereby conferred on the Trustee or any
Receiver and in particular the Company shall execute all transfers,
conveyances, assignments and assurances of the Mortgaged Premises and
shall give all notices, orders and directions which the Trustee may think
expedient and further shall for such purposes or any of them, make or
consent to such applications to any governmental or local authority as the
Trustee may require for the consent, sanction or authorisation of such
authority to or for the sale and transfer of the Mortgaged Premises or any
part thereof and it shall be lawful for the Trustee to make or consent to any
such applications in the name of the Company and, for the purposes of this
Clause, a certificate in writing signed by the Trustee to the effect that any
particular assurance or thing required by it is reasonably required by it
shall be conclusive evidence of the fact.

46
29. Trustee Appointed Company’s Attorney
The Company hereby irrevocably appoints the Trustee to be its attorney in
the name and on behalf of the Company to execute and do any deeds,
documents, assurances, acts and things which the Company ought to
execute and do hereunder and generally to use the name of the Company
in the exercise of all or any of the powers hereby conferred upon the
Trustee or any Receiver appointed by it.

30. Trustee’s Remuneration

(a) The Company will pay to the Trustee as and by way of
remuneration for its services as Trustee a fee at the rate of KShs.
…………./- per annum or part thereof during which the Trustee
shall be the trustee of this Deed. Such remuneration shall be paid
annually in advance on the anniversary date of the execution of this
Deed;

(b) If any amendment of this Deed or of the Debentures is required

consequent upon the Company securing or endeavouring to secure
additional term loans contracted for after the date of this Deed or
wishing to reorganise its then existing term loans or the security
therefor, the Trustee shall in addition to the remuneration provided
for in sub-clause (a) of this Clause, be entitled to charge in respect
thereof and the Company shall pay to the Trustee in Kenya shillings
in Nairobi remuneration calculated on a time expended basis at such
rate per hour as shall be negotiated and agreed at that time, due
account being taken of the hourly rate then being charged by the
Trustee for other work of a similar or comparable nature;

47
(c) If the Security shall for any reason become enforceable and the
Trustee shall determine or become bound to enforce the same, the
remuneration of the Trustee shall, in lieu of the remuneration
provided for in sub-clause (a) of this Clause, thereafter be calculated
and payable on a time expended basis at the hourly rate then being
charged by the Trustee for other work of a similar or comparable
nature and shall continue payable until the trusts of this Deed shall
be finally wound up and shall be payable whether or not a Receiver
shall have been appointed or the said trusts shall be administered by
or under the direction of the Court;

(d) The remuneration of the Trustee under sub-clauses(b) and (c) of this
Clause shall be payable within 21 days after an account therefor
shall have been rendered to the Company by the Trustee, provided
that such accounts shall be rendered no more frequently than once
every quarter;

(e) The Company will also pay all costs and charges and travelling and
other expenses properly incurred by the Trustee in relation hereto
and interest thereon provided in sub-clause (j) of Clause 10 hereof;

(f) The Trustee shall only be entitled to recover its remuneration from
the Company or out of the Mortgaged Premises upon any realisation
of the security hereby constituted and shall have no right to recover
any remuneration from the Debenture Holders.

31. Application to Court

48
The Trustee may, at any time after the Security becomes enforceable, apply
to the Court either in Kenya or elsewhere for an order that the powers and
trusts hereof be exercised and carried into execution under the direction of
the Court and for the appointment of a Receiver of the Mortgaged
Premises or any of them and for any other order in relation to the
execution and administration of the powers and trusts hereof as the
Trustee shall deem expedient and may assent to or approve of any
application to the Court made at the instance of any of the Debenture
Holders and shall be indemnified by the Company against all the costs,
charges and expenses incurred by and in relation to any such application
or proceedings.

32. Trustee’s rights and powers

The Trustee shall have all the rights and powers conferred upon trustees
by the Trustees Act (Cap. 167) of the Laws of Kenya as from time to time
amended and as though the same were expressly set out herein and by
way of supplement it is expressly declared as follows:

(a) The Trustee may, in relation to this Deed, act on the opinion or
advice of or any information obtained from any lawyer, banker,
valuer, surveyor, broker, auctioneer, accountant or other expert in
Kenya or elsewhere whether obtained by the Company or by the
Trustee or otherwise and shall not be responsible for any loss
occasioned by so acting. Any such opinion, advice or information
may be sent or obtained by letter, telex, telefax, telegram, cablegram
or radiogram and the Trustee shall not be liable for acting on any
opinion, advice or information purporting to be conveyed by any

49
 such letter, telex, telefax, telegram, cablegram or radiogram
although the same shall contain some error or shall not be authentic;
(b) The Trustee shall as to any fact or matter prima facie within the
knowledge of the Company be at liberty to accept a certificate
signed by any two Directors of the Company as sufficient evidence
thereof and a like certificate that any properties or assets are, in the
opinion of the persons so certifying, worth a particular sum or
suitable for the purposes of the Company as sufficient evidence that
they are worth that sum or so suitable and a like certificate to the
effect that any particular dealing or transaction or step or thing is in
the opinion of the persons so certifying expedient as sufficient
evidence that it is expedient and the Trustee shall not be bound in
any such case to call for further evidence or be responsible for any
loss that may be occasioned by not doing so or by acting on any such
certificate;
(c) The Trustee shall not be bound to take any steps to ascertain
whether any event has happened upon the happening of which the
Security becomes enforceable or to give notice to any person of the
execution hereof;
(d) Save as herein otherwise expressly provided the Trustee shall, as
regards all trusts, powers, authorities and discretions hereby vested
in it, have absolute and uncontrolled discretion as to the exercise
thereof and provided that it shall have acted reasonably and
honestly shall be in no wise responsible for any loss, costs, damage
or inconvenience which may result from the exercise or non-exercise
thereof; and, in particular, it shall not be bound to act at the request
or direction of the Debenture Holders under any provision of this
Deed unless the Trustee shall first be indemnified to its satisfaction

50
 against all costs, charges, expenses and liability which may be
incurred in complying with such request or direction;
(e) With a view to facilitating sales, leases and other dealings under any
provision of this Deed, the Trustee shall have full power
prospectively to consent to any specified transaction conditionally
on the same conforming to specified conditions laid down or
approved by the Trustee;
(f) The Trustee shall not be responsible to see that the Debentures are
issued as provided in the Loan Agreements or for the moneys
advanced in respect of or subscribed for the Debentures or be bound
to see to the application thereof;
(g) The Trustee shall incur no responsibility for acting upon any
resolution purporting to have been passed at any meeting of the
Debenture Holders in respect whereof minutes have been made and
signed in accordance with the provisions of paragraph 22 of
Schedule Six hereto or upon any instrument purporting to have been
signed by any Debenture Holders even though it may subsequently
be found that there was some defect in the constitution of such
meeting or the passing of such resolution or that for any reason such
resolution or instrument was not valid or binding upon them;
(h) Without prejudice to any right of indemnity by law given to
trustees, the Trustee and every Receiver, attorney, manager, agent or
other person appointed by it hereunder shall be entitled to be
indemnified out of the Mortgaged Premises in respect of all
liabilities and expenses incurred by it or him in the execution or
purported execution of the powers and trusts hereof or of any
powers, authorities or discretions vested in it or him pursuant to this
Deed and against all actions, proceedings, costs, claims and

51
 demands in respect of any matter or thing done or omitted and for
which it shall be relieved of responsibility pursuant to any of the
provisions of this Deed or by law, and the Trustee may retain and
pay out of any moneys in its hands upon the trusts of this Deed the
amount of any such liabilities, expenses and costs and also the
remuneration of the Trustee as hereinbefore provided and the
Trustee shall have a lien on the Mortgaged Premises for all moneys
payable to it under this Clause or otherwise howsoever arising out
of and in connection with this Deed or the issue of the Debentures
Provided that nothing contained in this Clause shall exempt the
Trustee from, or indemnify it against, any liability for breach of trust
where the Trustee fails to show the degree of care and diligence
required of it having regard to the provisions hereof conferring on it
any powers, authorities and discretions;
(i) The Trustee shall be at liberty to deposit this Deed and all deeds and
other documents of title relating to any of the Mortgaged Premises
in its own muniment room or safe or other receptacle or with any
bank or banking company, advocate, firm or person in Kenya or
elsewhere believed by it to be of good repute and to make such
arrangements as it thinks fit for allowing the Company to have
access to or possession of any of such title deeds and other
documents from time to time when the Trustee shall deem it
necessary or convenient so to do and the Trustee shall not be
responsible for any loss incurred in connection with any such
deposit access or possession and the Company shall pay all sums
required to be paid on account or in respect of any such deposit.

52
PROVIDED THAT, in exercising its rights and powers hereunder, or
under any agreement it may have with the Receiver to the extent the
Trustee's rights and powers under such latter agreement affect the rights of
the Debenture Holders, the Trustee shall comply with all lawful directions
given to it by the Debenture Holders in accordance with this Deed.

33. Trustee to Assume Performance of Covenants; Discretion as to

Enforcement
Except as herein otherwise expressly provided the Trustee shall be and is
hereby authorised to assume without enquiry, in the absence of
knowledge by or express notice to it to the contrary, that the Company is
duly performing and observing all the covenants and provisions herein
contained and on its part to be performed and observed; and
notwithstanding knowledge by or notice to the Trustee of any breach of
covenant or obligation by the Company it shall be in the discretion of the
Trustee whether to take any action or proceedings or to enforce the
performance thereof and, notwithstanding that the Security shall have
become enforceable and that it may be expedient to enforce the same, the
Trustee shall not be bound to enforce the same or to take any steps to
enforce the same or any of the provisions of this Deed unless and until in
any of such cases the Trustee is required to do so by Extraordinary
Resolution and then only if provision shall have been made to the
reasonable satisfaction of the Trustee for the costs, charges and expenses of
the Trustee of or incidental to the exercising of any of such powers or the
taking of any such steps for enforcing the Security and for indemnifying
the Trustee against all actions, proceedings and claims to which it may
render itself liable by so doing.

53
34. Trustee’s Power of Delegation
Any trustee hereof being a corporation may in the execution and exercise
of all or any of the trusts, powers and discretions vested in it by this Deed
act by responsible officers or a responsible officer for the time being of
such trustee and the Trustee may also, whenever it thinks it expedient in
the interest of the Debenture Holders, delegate by power of attorney or
otherwise to any person or persons or company or fluctuating body of
persons (whether a trustee hereof or not) all or any of the trusts, powers
and discretions vested in it by this Deed and such delegation may be made
upon such terms and conditions and subject to such regulations including
power to sub-delegate as the Trustee may in the interest of the Debenture
Holders think fit, and the Trustee shall not be bound to supervise the
proceedings of or be responsible for any loss incurred by reason of any
misconduct or default on the part of any such delegate or sub-delegate.

35. Appointment of Agents

The Trustee may, in the conduct of the trust business, instead of acting
personally employ and pay an agent whether an advocate or other person
to transact or concur in transacting any business and to do or concur in
doing all acts required to be done by the Trustee including the receipt and
payment of money and any trustee being an advocate, valuer, surveyor,
broker, auctioneer, accountant or other person engaged in any profession
or business shall be entitled to charge and be paid all usual professional
and other charges for business transacted and acts done by him or his firm
in connection with the trusts hereof and also his reasonable charges in
addition to disbursements for all other work and business done and all
time spent by him or his firm in connection with matters arising in
connection with this Deed and any trustee hereof being a bank may act as

54
banker to the Company upon the terms usual between the bank and a
customer and without accounting for any profit so made.

36. Release of Security on Redemption

Upon the principal amounts of all the Debentures and interest thereon
being paid off or satisfied in accordance with the terms hereof or otherwise
duly and effectually provided for and upon payment of all costs, charges
and expenses properly incurred by the Trustee or by any Receiver or by
any of its or his attorneys or agents in relation to this Deed and the
remuneration of the Trustee and of any Receiver and all interest thereon
and all the other moneys hereby secured, the Trustee upon being satisfied
to the above effect shall at the request and cost of the Company release or
transfer to the Company, or as it may direct, the Mortgaged Premises or
such part thereof as may remain vested in it or subject to the charges
created hereby or pursuant hereto freed and discharged from the trusts
and provisions herein contained and from such charges.

37. Retirement of Trustee

The Trustee may retire at any time by not less than three months' written
notice addressed to the Company and each of the Debenture Holders
without assigning any reason and without being responsible for any costs
occasioned by such retirement.

38. New Trustee

Subject to paragraph 18(D) of Schedule Six hereto, the power to appoint
new trustees hereof shall be vested in the Company but no person shall be
appointed who shall not previously have been approved in an instrument
signed by or on behalf of all the Debenture Holders or by an Extraordinary

55
Resolution. A corporation or company limited or unlimited may be
appointed a trustee or sole trustee hereof but save as aforesaid there shall
always be at least two trustees. Whenever there shall be more than two
trustees hereof the majority of such trustees shall be competent to exercise
all the powers, authorities and discretions hereby vested in the Trustee.

39. Notices
(a) Any notice required or permitted to be given under this Deed to the
Company, the Trustee or any Debenture Holder shall be in writing
and shall be delivered by hand, mail, telex or cable to the person to
which it 'is required to be given at such person's address specified
below.

For the Company:

The Managing Director
PPPPPP Limited
___________________
___________________
P.O. Box ___________
Nairobi, Kenya
Telex: ______________
Telefax: _____________
Cables: _____________
OR such other address as may from time to time be notified by the
Company to the Trustee.

For the Trustee

The Managing Director

56
 ___________________ Limited
___________________
___________________
P.O. Box ___________
Nairobi, Kenya
Telex: ______________
Telefax: _____________
Cables: _____________
OR such other address as may from time to time be notified by the
Trustee to the Company and the Debenture Holders.

For any Debenture Holder:

The address of the Debenture Holder appearing from time to time in
the Register of Debenture Holders;

(b) In the case of joint registered holders of any Debenture, a notice

given to the holder whose name stands first in the Register of
Debenture Holders in respect of such Debenture shall be sufficient
notice to all the joint holders;

(c) Any commuDDDation to any person shall be deemed to be received

by that person (if sent by telex telefax or cable) on the next working
day in the place to which it is sent or (in any other case) when left at
the address required by sub-clause (a) or three days af ter being put
in the post (unless sent to another country in which case it shall be
sent prepaid airmail and shall be deemed to be received ten days
after being put in the post) postage prepaid and addressed to it at
that address.

57
40. Payment of Duties and Charges
The Company shall, upon notice from the Trustee, pay all duties
(including stamp duties), fees, costs or other charges and expenses payable
on or in connection with the preparation, execution, delivery, registration
and notarisation of this Deed, any deed or instrument evidencing the legal
charge of the Specifically Mortgaged Premises or any other deed,
document or instrument required to be entered into pursuant to any
provision of this Deed and on or in connection with the issue of
Debentures hereunder; and shall reimburse the Trustee for any such
duties, fees, costs or other charges and expenses paid by the Trustee
together with interest thereon in accordance with the provisions of Clause
10(j) hereof.

41. Proper Law

Save as otherwise provided in the Debentures, this Deed and the
Schedules hereto shall be construed and take effect in accordance with the
Laws of Kenya.

IN WITNESS whereof the respective Common Seals of PPPPPP Limited

and _________________________ Limited have been hereunto affixed the
day and year first above written.

SCHEDULE ONE
Form of First Debenture (Series A)
PPPPPP Limited

58
 (Incorporated under the Companies Act, Chapter 486, Laws of Kenya)

Issue of
……………………….. Debentures (Series A)
……………………….. Debentures (Series B)
……………………….. Debentures (Series C)
……………………….. Debentures (Series D)

All constituted and secured under a Debenture Trust Deed (the "Trust
Deed") dated the …… day of ………………….… 2002 made between the
Company and …………………… Limited as Trustee ranking with respect
to security pari passu inter se and issued pursuant to the powers conferred
by Clause …… of the Memorandum of Association of the Company and
Article…… of its Articles of the Association and a Resolution of its Board
of Directors passed on the ….… day of ……. ………. 2002.

FIRST DEBENTURE SERIES A

No. K.Shs.
1. The principal sum evidenced and secured by this Debenture is part
of a loan to the Company made pursuant to the provisions of the
YYYYYYY Loan Agreement as in the Trust Deed defined. The terms
defined in the Trust Deed and YYYYYYY Loan Agreement shall
unless the context otherwise requires have the same meaning in this
Debenture.

2. The Company will on demand in writing made to it by YYYYYYY

(or on such other day as the principal monies hereby secured
become payable in accordance with the provisions of the YYYYYYY

59
 Loan Agreement, this Debenture or the conditions endorsed hereon)
pay to YYYYYYY or other the Registered Holder hereof for the time
being in immediately available funds at YYYYYYY or at such other
bank or banks or place or places as the Registered Holder shall from
time to time designate the principal sum of Kenya Shillings …….
…………………and will pay to YYYYYYY or such Registered Holder
at the same place interest on the principal sum secured by this
Debenture at the rates specified and in accordance with the
provisions of the YYYYYYY Loan Agreement.

3. Pursuant and subject to the terms and conditions of the YYYYYYY

Loan Agreement the Company has the right to pre-pay the principal
sum secured by this Debenture.

4. Without prejudice to the remedies available to the Registered

Holder hereof if the Company fails to make any payment of interest
or of principal or any other payment on or in respect of this
Debenture on or before its due date as specified in the YYYYYYY
Loan Agreement or as specified herein, whether at stated maturity
or upon pre-maturing the Company shall pay in respect of the
amount of such payment due and unpaid from the date any such
payment became due until the date of actual payment (as well after
as before judgement) interest calculated and payable in accordance
with the provisions of the YYYYYYY Loan Agreement. Such interest
being payable by way of liquidated damages, it being acknowledged
by the Company that such constitutes a pre-estimate of the
Registered Holder’s loss.

60
5. If any date for any payment due hereunder shall not be a day on
which banks are open for business at the place where such payment
is to be made, then such payment may be made on the next day on
which banks are open for business in such place, with the same force
and effect as if made on the due date for such payment and no
interest shall accrue thereon for the period from such due date to the
next succeeding business day on which banks are open for business
in such place.

6. The obligation of the Company to pay the aggregate amount of the

principal of and interest on this Debenture and any other amounts
payable under this Debenture shall not be deemed to have been
novated, discharged or satisfied by any tender of (or recovery under
judgement expressed in) any currency other than the stated currency
of payment hereunder except to the extent which such tender (or
recovery) shall result in the effective payment of the aggregate
amount in the currency payable hereunder at the place specified in
paragraph 2 above and accordingly the amount if any by which such
tender (or recovery) shall fall short of such aggregate amount shall
be and remain due to the Registered Holder hereof as a separate
obligation unaffected by judgement having been obtained (if such is
the case) for any other amounts due under or in respect of this
Debenture or the YYYYYYY Loan Agreement.

7. This Debenture is one of the Debentures (Series A) of an authorised

issue of
……………………….. Debentures (Series A)
……………………….. Debentures (Series B)

61
 ……………………….. Debentures (Series C)
……………………….. Debentures (Series D)

issued or to be issued under and equally and rateably secured as to

principal and interest by the Trust Deed and ranking pari passu and
pro rata.

8. This Debenture is issued subject to and with the benefit of the

conditions endorsed hereon which are deemed part of it.

9. In certain events prescribed in the YYYYYYY Loan Agreement,

YYYYYYY may at its option declare the principal of and all accrued
interest on all the Debentures Series A issued to it (no matter by
whom held) to be due and payable immediately without any further
notice or presentment, demand or protest of any kind.

10. In certain events prescribed in the Trust Deed the security

constituted by the Trust Deed shall be enforceable in the manner
and with the effect provided in the Trust Deed.

11. The provisions set forth in this Debenture shall be governed by the
Laws of Kenya.

Given under the common Seal of the Company …………………..day

of……………….. 2002.

The Common Seal of Kenafric )

Industries Limited was hereunto affixed )

62
in the presence of )
)
Director )
)
Secretary )

(Here will appear a copy of the Certificate of the Registrar of Companies)

63
 SCHEDULE TWO
Form of First Debenture (Series B)
PPPPPP Limited
(Incorporated under the Companies Act, Chapter 486, Laws of Kenya)

Issue of
……………………….. Debentures (Series A)
……………………….. Debentures (Series B)
……………………….. Debentures (Series C)
……………………….. Debentures (Series D)

All constituted and secured under a Debenture Trust Deed (the "Trust
Deed") dated the …… day of ………………….… 2002 made between the
Company and …………………… Limited as Trustee ranking with respect
to security pari passu inter se and issued pursuant to the powers conferred
by Clause …… of the Memorandum of Association of the Company and
Article…… of its Articles of the Association and a Resolution of its Board
of Directors passed on the ….… day of ……. ………. 2002.

FIRST DEBENTURE SERIES B

No. K.Shs.
1. The principal sum evidenced and secured by this Debenture is part of a
loan to the Company made pursuant to the provisions of the HH Loan
Agreement as in the Trust Deed defined. The terms defined in the
Trust Deed and HH Loan Agreement shall unless the context otherwise
requires have the same meaning in this Debenture.

64
2. The Company will on demand in writing made to it by HH (or on such
other day as the principal monies hereby secured become payable in
accordance with the provisions of the HH Loan Agreement, this
Debenture or the conditions endorsed hereon) pay to HH or other the
Registered Holder hereof for the time being in immediately available
funds at HH or at such other bank or banks or place or places as the
Registered Holder shall from time to time designate the principal sum
of Kenya Shillings …….…………………and will pay to HH or such
Registered Holder at the same place interest on the principal sum
secured by this Debenture at the rates specified and in accordance with
the provisions of the HH Loan Agreement.

3. Pursuant and subject to the terms and conditions of the HH Loan

Agreement the Company has the right to pre-pay the principal sum
secured by this Debenture.

4. Without prejudice to the remedies available to the Registered Holder

hereof if the Company fails to make any payment of interest or of
principal or any other payment on or in respect of this Debenture on or
before its due date as specified in the HH Loan Agreement or as
specified herein, whether at stated maturity or upon pre-maturing the
Company shall pay in respect of the amount of such payment due and
unpaid from the date any such payment became due until the date of
actual payment (as well after as before judgement) interest calculated
and payable in accordance with the provisions of the HH Loan
Agreement. Such interest being payable by way of liquidated damages,
it being acknowledged by the Company that such constitutes a pre-
estimate of the Registered Holder’s loss.

65
5. If any date for any payment due hereunder shall not be a day on which
banks are open for business at the place where such payment is to be
made, then such payment may be made on the next day on which
banks are open for business in such place, with the same force and
effect as if made on the due date for such payment and no interest shall
accrue thereon for the period from such due date to the next succeeding
business day on which banks are open for business in such place.

6. The obligation of the Company to pay the aggregate amount of the

principal of and interest on this Debenture and any other amounts
payable under this Debenture shall not be deemed to have been
novated, discharged or satisfied by any tender of (or recovery under
judgement expressed in) any currency other than the stated currency of
payment hereunder except to the extent which such tender (or
recovery) shall result in the effective payment of the aggregate amount
in the currency payable hereunder at the place specified in paragraph 2
above and accordingly the amount if any by which such tender (or
recovery) shall fall short of such aggregate amount shall be and remain
due to the Registered Holder hereof as a separate obligation unaffected
by judgement having been obtained (if such is the case) for any other
amounts due under or in respect of this Debenture or the HH Loan
Agreement.

7. This Debenture is one of the Debentures (Series B) of an authorised

issue of
……………………….. Debentures (Series A)
……………………….. Debentures (Series B)

66
 ……………………….. Debentures (Series C)
……………………….. Debentures (Series D)
issued or to be issued under and equally and rateably secured as to
principal and interest by the Trust Deed and ranking pari passu and
pro rata.

8. This Debenture is issued subject to and with the benefit of the

conditions endorsed hereon which are deemed part of it.

9. In certain events prescribed in the HH Loan Agreement, HH may at its

option declare the principal of and all accrued interest on all the
Debentures Series B issued to it (no matter by whom held) to be due
and payable immediately without any further notice or presentment,
demand or protest of any kind.

10. In certain events prescribed in the Trust Deed the security constituted
by the Trust Deed shall be enforceable in the manner and with the
effect provided in the Trust Deed.

11. The provisions set forth in this Debenture shall be governed by the
Laws of Kenya.

Given under the common Seal of the Company …………………..day

of……………….. 2002.

The Common Seal of Kenafric )

Industries Limited was hereunto affixed )
in the presence of )

67
 )
Director )
)
Secretary )

(Here will appear a copy of the Certificate of the Registrar of Companies)

SCHEDULE THREE
Form of First Debenture (Series C)
PPPPPP Limited
(Incorporated under the Companies Act, Chapter 486, Laws of Kenya)

Issue of
……………………….. Debentures (Series A)
……………………….. Debentures (Series B)
……………………….. Debentures (Series C)
……………………….. Debentures (Series D)

All constituted and secured under a Debenture Trust Deed (the "Trust
Deed") dated the …… day of ………………….… 2002 made between the
Company and …………………… Limited as Trustee ranking with respect
to security pari passu inter se and issued pursuant to the powers conferred
by Clause …… of the Memorandum of Association of the Company and
Article…… of its Articles of the Association and a Resolution of its Board
of Directors passed on the ….… day of ……. ………. 2002.

FIRST DEBENTURE SERIES C

No. K.Shs.

68
1. The principal sum evidenced and secured by this Debenture is part of a
loan to the Company made pursuant to the provisions of the RRRRRRR
Loan Agreement as in the Trust Deed defined. The terms defined in the
Trust Deed and RRRRRRR Loan Agreement shall unless the context
otherwise requires have the same meaning in this Debenture.

2. The Company will on demand in writing made to it by RRRRRRR (or

on such other day as the principal monies hereby secured become
payable in accordance with the provisions of the RRRRRRR Loan
Agreement, this Debenture or the conditions endorsed hereon) pay to
RRRRRRR or other the Registered Holder hereof for the time being in
immediately available funds at RRRRRRR or at such other bank or
banks or place or places as the Registered Holder shall from time to
time designate the principal sum of Kenya Shillings …….
…………………and will pay to RRRRRRR or such Registered Holder at
the same place interest on the principal sum secured by this Debenture
at the rates specified and in accordance with the provisions of the
RRRRRRR Loan Agreement..

3. Pursuant and subject to the terms and conditions of the RRRRRRR Loan
Agreement the Company has the right to pre-pay the principal sum
secured by this Debenture.

4. Without prejudice to the remedies available to the Registered Holder

hereof if the Company fails to make any payment of interest or of
principal or any other payment on or in respect of this Debenture on or
before its due date as specified in the RRRRRRR Loan Agreement or as
specified herein, whether at stated maturity or upon pre-maturing the

69
 Company shall pay in respect of the amount of such payment due and
unpaid from the date any such payment became due until the date of
actual payment (as well after as before judgement) interest calculated
and payable in accordance with the provisions of the RRRRRRR Loan
Agreement. Such interest being payable by way of liquidated damages,
it being acknowledged by the Company that such constitutes a pre-
estimate of the Registered Holder’s loss.

5. If any date for any payment due hereunder shall not be a day on which
banks are open for business at the place where such payment is to be
made, then such payment may be made on the next day on which
banks are open for business in such place, with the same force and
effect as if made on the due date for such payment and no interest shall
accrue thereon for the period from such due date to the next succeeding
business day on which banks are open for business in such place.

6. The obligation of the Company to pay the aggregate amount of the

principal of and interest on this Debenture and any other amounts
payable under this Debenture shall not be deemed to have been
novated, discharged or satisfied by any tender of (or recovery under
judgement expressed in) any currency other than the stated currency of
payment hereunder except to the extent which such tender (or
recovery) shall result in the effective payment of the aggregate amount
in the currency payable hereunder at the place specified in paragraph 2
above and accordingly the amount if any by which such tender (or
recovery) shall fall short of such aggregate amount shall be and remain
due to the Registered Holder hereof as a separate obligation unaffected
by judgement having been obtained (if such is the case) for any other

70
 amounts due under or in respect of this Debenture or the RRRRRRR
Loan Agreement.

7. This Debenture is one of the Debentures (Series C) of an authorised

issue of
……………………….. Debentures (Series A)
……………………….. Debentures (Series B)
……………………….. Debentures (Series C)
……………………….. Debentures (Series D)

issued or to be issued under and equally and rateably secured as to

principal and interest by the Trust Deed and ranking pari passu and
pro rata.

8. This Debenture is issued subject to and with the benefit of the

conditions endorsed hereon which are deemed part of it.

9. In certain events prescribed in the RRRRRRR Loan Agreement,

YYYYYYY may at its option declare the principal of and all accrued
interest on all the Debentures Series C issued to it (no matter by whom
held) to be due and payable immediately without any further notice or
presentment, demand or protest of any kind.

10. In certain events prescribed in the Trust Deed the security constituted
by the Trust Deed shall be enforceable in the manner and with the
effect provided in the Trust Deed.

71
11. The provisions set forth in this Debenture shall be governed by the
Laws of Kenya.

Given under the common Seal of the Company …………………..day

of……………….. 2002.

The Common Seal of Kenafric )

Industries Limited was hereunto affixed )
in the presence of )
)
Director )
)
Secretary )

(Here will appear a copy of the Certificate of the Registrar of Companies)

SCHEDULE FOUR
Form of First Debenture (Series D)
PPPPPP Limited
(Incorporated under the Companies Act, Chapter 486, Laws of Kenya)

72
Issue of
……………………….. Debentures (Series A)
……………………….. Debentures (Series B)
……………………….. Debentures (Series C)
……………………….. Debentures (Series D)

All constituted and secured under a Debenture Trust Deed (the "Trust
Deed") dated the …… day of ………………….… 2002 made between the
Company and …………………… Limited as Trustee ranking with respect
to security pari passu inter se and issued pursuant to the powers conferred
by Clause …… of the Memorandum of Association of the Company and
Article…… of its Articles of the Association and a Resolution of its Board
of Directors passed on the ….… day of ……. ………. 2002.

FIRST DEBENTURE SERIES D

No. K.Shs.
1. The principal sum evidenced and secured by this Debenture is part of a
loan to the Company made pursuant to the provisions of the DDD Loan
Agreement as in the Trust Deed defined. The terms defined in the
Trust Deed and DDD Loan Agreement shall unless the context
otherwise requires have the same meaning in this Debenture.

2. The Company will on demand in writing made to it by DDD (or on

such other day as the principal monies hereby secured become payable
in accordance with the provisions of the DDD Loan Agreement, this
Debenture or the conditions endorsed hereon) pay to DDD or other the

73
 Registered Holder hereof for the time being in immediately available
funds at DDD or at such other bank or banks or place or places as the
Registered Holder shall from time to time designate the principal sum
of Kenya Shillings …….…………………and will pay to DDD or such
Registered Holder at the same place interest on the principal sum
secured by this Debenture at the rates specified and in accordance with
the provisions of the DDD Loan Agreement.

3. Pursuant and subject to the terms and conditions of the DDD Loan
Agreement the Company has the right to pre-pay the principal sum
secured by this Debenture.

4. Without prejudice to the remedies available to the Registered Holder

hereof if the Company fails to make any payment of interest or of
principal or any other payment on or in respect of this Debenture on or
before its due date as specified in the DDD Loan Agreement or as
specified herein, whether at stated maturity or upon pre-maturing the
Company shall pay in respect of the amount of such payment due and
unpaid from the date any such payment became due until the date of
actual payment (as well after as before judgement) interest calculated
and payable in accordance with the provisions of the DDD Loan
Agreement. Such interest being payable by way of liquidated damages,
it being acknowledged by the Company that such constitutes a pre-
estimate of the Registered Holder’s loss.

5. If any date for any payment due hereunder shall not be a day on which
banks are open for business at the place where such payment is to be
made, then such payment may be made on the next day on which

74
 banks are open for business in such place, with the same force and
effect as if made on the due date for such payment and no interest shall
accrue thereon for the period from such due date to the next succeeding
business day on which banks are open for business in such place.

6. The obligation of the Company to pay the aggregate amount of the

principal of and interest on this Debenture and any other amounts
payable under this Debenture shall not be deemed to have been
novated, discharged or satisfied by any tender of (or recovery under
judgement expressed in) any currency other than the stated currency of
payment hereunder except to the extent which such tender (or
recovery) shall result in the effective payment of the aggregate amount
in the currency payable hereunder at the place specified in paragraph 2
above and accordingly the amount if any by which such tender (or
recovery) shall fall short of such aggregate amount shall be and remain
due to the Registered Holder hereof as a separate obligation unaffected
by judgement having been obtained (if such is the case) for any other
amounts due under or in respect of this Debenture or the DDD Loan
Agreement.

7. This Debenture is one of the Debentures (Series D) of an authorised

issue of
……………………….. Debentures (Series A)
……………………….. Debentures (Series B)
……………………….. Debentures (Series C)
……………………….. Debentures (Series D)

75
 issued or to be issued under and equally and rateably secured as to
principal and interest by the Trust Deed and ranking pari passu and
pro rata.

8. This Debenture is issued subject to and with the benefit of the

conditions endorsed hereon which are deemed part of it.

9. In certain events prescribed in the DDD Loan Agreement, DDD may at

its option declare the principal of and all accrued interest on all the
Debentures Series D issued to it (no matter by whom held) to be due
and payable immediately without any further notice or presentment,
demand or protest of any kind.

10. In certain events prescribed in the Trust Deed the security constituted
by the Trust Deed shall be enforceable in the manner and with the
effect provided in the Trust Deed.

11. The provisions set forth in this Debenture shall be governed by the
Laws of Kenya.

Given under the common Seal of the Company …………………..day

of……………….. 2002.

The Common Seal of Kenafric )

Industries Limited was hereunto affixed )
in the presence of )
)

76
Director )
)
Secretary )

(Here will appear a copy of the Certificate of the Registrar of Companies)

SCHEDULE FIVE
Form of Conditions and Transfer to be endorsed on Debentures

THE CONDITIONS REFERRED TO:

1. In this Debenture and in these Conditions the expressions following

shall have the following meanings namely:

"the Trust Deed" means the Trust Deed referred to on the face of this
Debenture and "the Trustee" means the trustee or trustees for the
time being of the Trust Deed.

Words and phrases defined in the Trust Deed shall have the same
meanings respectively in this Debenture and in these Conditions.

2. Any Debentures redeemed or satisfied by the Company shall be

cancelled and the Company shall not be at liberty to keep the same
alive for the purpose of reissue or reissue the same or issue any
Debentures in substitution therefor.

77
3. The Company shall keep at its Registered Office a Register of
Debenture Holders showing separately in respect of each series of
the Debentures:
(a) the name and address of each Debenture Holder
(b) the amount serial numbers and maturities of the Debentures
held by him
(c) the date or dates upon which his name was entered in respect
of such Debentures and
(d) the date or dates upon which he ceased to be the holder of
such Debentures.

The Trustee, any receiver or manager, any Debenture Holder and

any person authorised in writing by any of them shall be at liberty at
all reasonable times during office hours to inspect the Register of
Debenture Holders and to take copies of or an extract from the same
or any part thereof and in the event of the Trustee requiring to give
any notice to the Holders of one or more series of the Debentures the
Company shall furnish the Trustee with such copies of or extracts
from the Register of Debenture Holders as it shall require.

4. Except as required by law or except as may be expressly provided in

any Debenture the Company shall recognise the Registered Holder
of any Debenture as the absolute owner thereof entitled to such
Debenture free from any equity, set-off or cross charge on the part of
the Company against the original or any intermediate holder of such
Debenture and the Company shall not be bound to take notice or see
to the execution of any trust whether express, implied or
constructive to which any Debentures may be subject and the receipt

78
 of the Registered Holder for the time being of any Debenture or in
the case of joint Registered Holders of any one of such joint
Registered Holders for any moneys payable in respect thereof shall
be a good discharge to the Company notwithstanding any notice it
may have whether express or otherwise of the right, title, interest or
claim of any other person to or in such Debenture moneys.

5. Any Debenture Holder may at his option at any time on surrender

of his Debenture or Debentures to the Company together with
payment of a fee of twenty Kenya shillings (if demanded) and any
applicable stamp duty receive in exchange therefor a new Debenture
or Debentures (duly authenticated under the Common Seal of the
Company) of the same series and maturity of an aggregate principal
amount equal to the principal amount of the Debenture or
Debentures surrendered in such denomination or denominations as
such Debenture Holder may reasonably request.

6. Every Debenture Holder shall be entitled to transfer all or any of the

Debentures held by him by instrument in writing in the form
endorsed hereon or in the usual common form or such other form as
the Company and the Trustee may approve.

7. Every instrument of transfer must be signed both by the transferor

and by the transferee and the transferor shall be deemed to remain
the owner of the Debentures to be transferred until the name of the
transferee is entered in the Register of Debenture Holders in respect
thereof.

79
8. Every instrument of transfer must be accompanied by the
Debentures to be transferred and such other evidence as the
Company may require to prove the title of the transferor of his right
to transfer the Debentures.

9. All instruments of transfer shall be registered and shall be retained

by the Company.

10. A fee of two thousand Kenya shillings may be charged for the
registration of each transfer and also for the registration of any
probate, letters of administration, certificate of marriage or death,
power of attorney or other document relating to or affecting the title
to any Debenture.

11. No transfer of the Debentures of any series will be registered during

the fourteen days immediately preceding the days on which interest
is payable on the Debentures of that series nor will a transfer be
registered in respect of Debentures in respect of which any notice of
prepayment has been given.

12. The executors or administrators or other personal representatives of

a deceased Registered Holder of Debentures (not being one of
several joint Registered Holders) and in the case of the decease of
one or more of several joint Registered Holders the survivor of such
Holders shall be the only persons recognised by the Company as
having any title to such Debentures.

80
13. Any person becoming entitled to any Debentures in consequence of
the death or bankruptcy of any Registered Holder of such
Debentures upon producing such evidence that he sustains the
character in which he proposes to act under this Condition or of his
title as the Trustee or the Company shall think sufficient may, upon
payment of a fee of ten thousand Kenya shillings (if demanded), be
registered himself as the Holder of such Debentures or subject to the
preceding Conditions as to transfer way transfer such Debentures.
The Company may at any time give notice requiring any such
person to elect either to be registered himself or to transfer such
Debentures and if the notice is not complied with within sixty days
the Company may thereafter withhold payment of all interest or
other moneys payable in respect of such Debentures until
compliance has been made with the requirements of such notice.

14. Except as may otherwise be provided in any agreement to which the

Company is a party, the interest upon the Debentures may be paid
by cheque sent, through the post to the registered address of the
Holder or in the case of joint Holders to the registered address of
that one of the joint Holders who is first named on the Register of
Debenture Holders or to such person and to such address as the
Holder or joint Holders may in writing direct. Every such cheque
shall be made payable to the order of the person to whom it is sent
and payment of the cheque if purporting to be duly endorsed or
credited to the payee in manner for the time being authorised by law
shall be a satisfaction of the interest.

81
15. If any Debenture is worn out, defaced, lost or destroyed the
Company may issue a new Debenture in lieu thereof on payment of
a fee of five thousand Kenya shillings (if demanded) and any
applicable stamp duty and on such terms as to evidence and
indemnity with or without security as the Company may think fit
but so that in the case of defacement the defaced Debenture shall be
surrendered before the new Debenture is issued. In the case of loss
or destruction the person availing himself of the provisions of this
Condition shall also pay to the Company (if demanded) all expenses
incidental to the investigation of. evidence of loss or destruction and
the preparation of the requisite form of indemnity as aforesaid.

16. Any notice required or permitted to be given to any Debenture

Holder shall be in writing addressed to his registered address and
shall be delivered by hand, mail, telex or cable. In the case of joint
Holders of any Debenture a notice given to the Holder whose name
stands first in the Register of Debenture Holders in respect of such
Debenture shall be sufficient notice to all the joint Holders of such
Debenture. Any notice shall be deemed to be received by the
addressee if sent by telex or cable) on the next working day in the
place to which it is sent or (in any other case) when left at the
address required above or three days after being put in the post
(unless sent to another country in which case it shall be sent prepaid
airmail and shall be deemed to be received ten days after being put
in the post) postage prepaid and addressed to it at that address.
__________________________________

82
FOR VALUE RECEIVED (I)/(We) ………………………………………
of…………………………... the Registered Holder of the of within-written
Debenture hereby sell, assign and transfer to…………………………….. the
of………………………….within-written Debenture issued by PPPPPP
Limited and hereby irrevocably authorise that Company to transfer such
Debenture on its books and to register the
said………………………………… as holder thereof.

Dated:

Signed by

the Transferor in the presence of:

Witness:

Signed by

the Transferee in the presence of:

Witness:

SCHEDULE SIX
Regulations for Meetings of Debenture Holders

1. Meetings

83
 The Trustee or the Company respectively may, and the Trustee
shall, at the request in writing of persons holding not less than one-
tenth part of the Debentures, convene a meeting of the Debenture
Holders. Such meeting shall be held at such place as the Trustee
shall determine or approve.

2. Notice
At least twenty-one days' notice (exclusive of the day on which the
notice is served or deemed to be served and of the day for which it is
given) of every meeting shall be given to the Debenture Holders in
manner provided by the Conditions endorsed upon the Debentures.
The notice shall specify the place, day and hour of meeting and the
general nature of the business to be transacted but it shall not be
necessary (except in the case of an Extraordinary Resolution) to
specify in' the notice the terms of the resolutions to be proposed. A
copy of the notice shall be sent to the Trustee unless the meeting
shall be convened by the Trustee and a copy of the notice shall be
sent to the Company unless the meeting shall be convened by the
Company. The accidental omission to give notice to or the non-
receipt of notice by any person entitled thereto shall not invalidate
the proceedings at any meeting. A meeting shall, notwithstanding
that it is called by shorter notice than that specified in this
paragraph, be deemed to have been duly called if it is so agreed by
all the Debenture Holders entitled to attend and vote thereat.

3. Quorum

84
 At any meeting a quorum shall consist of not less than two
Debenture Holders present in person or by proxy and representing
not less than sixty-five per cent of the amount of the Debentures.
No business shall be transacted at any meeting unless the requisite
quorum is present at the commencement of business.

4. Absence of Quorum
If within thirty minutes from the time appointed for the meeting a
quorum is not present the meeting if convened upon the requisition
of Debenture Holders shall be dissolved. In any other case it shall
stand adjourned to such day and time not being less than fourteen
days thereafter and to such place as may be appointed by the
Chairman and at such adjourned meeting the Debenture Holders
present in person or by proxy and entitled to vote (whatever their
number and the value of the Debentures held by them) shall form a
quorum and shall have power to pass any extraordinary or other
resolution and to decide upon all matters which could properly have
been disposed of at the meeting from which the adjournment took
place had there been a quorum. At least fourteen days' notice of any
adjourned meeting of Debenture Holders at which an Extraordinary
Resolution is to be submitted shall be given in the same manner
mutatis mutandis as of an original meeting. Subject as aforesaid it
shall not be necessary to give notice of an adjourned meeting.

5. Chairman
Some person nominated in writing by the Trustee shall take the
Chair at every meeting and if no such person is nominated or if at
any meeting the person nominated shall not be present within

85
 fifteen minutes after the time appointed for holding the meeting the
Debenture Holders present shall choose one of their number to be
Chairman of the meeting. The Trustee and their legal adviser and
any director or officer of a corporation being a trustee hereof and
any director and the Secretary and legal adviser of the Company and
any other person authorised in that behalf by the Trustee or the
Company may attend any meeting.

6. Adjournment
The Chairman of the meeting may with the consent of any meeting
at which a quorum is present, and shall if so directed by the
meeting, adjourn the meeting from time to time and from place to
place but no business shall be transacted at any adjourned meeting
except business which might lawfully have been transacted at the
meeting from which the adjournment took place.

7. Method of Voting
Every question submitted to a meeting of Debenture Holders shall
be decided on a show of hands unless a poll is (before or on the
declaration of the result of the show of hands) demanded as
hereinafter mentioned and in case of any equality of votes the
Chairman shall, both on a show of hands and on a poll, have a
casting vote in addition to the vote or votes (if any) to which he may
be entitled as, or on behalf of, a Debenture Holder.

8. Declaration

86
 At any meeting of Debenture Holders, unless a poll by Chairman is
demanded by the Chairman or by a Debenture Holder or Debenture
Holders present in person or by proxy and holding or representing
in the aggregate not less than one-twentieth part of the amount of
the Debentures then outstanding, a declaration by the Chairman that
a resolution has been carried or carried by any particular majority or
lost or not carried by any particular majority shall be conclusive
evidence of the fact without proof of the number or proportion of
votes recorded in favour of or against such resolution.

9. Poll
If at any such meeting a poll is so demanded it shall be taken in such
manner and at such time (not being more than fourteen days after
the date of the meeting) as the Chairman may direct and the result
of such poll shall be deemed to be the resolution of the meeting at
which the poll was demanded but any poll demanded at any such
meeting on the election of a Chairman or any question of
adjournment shall be taken at the meeting without adjournment.
No notice need be given of a poll not taken immediately and any
business other than that upon which a poll is demanded may be
proceeded with pending the taking of the poll.

10. Votes
On a show of hands every Debenture Holder who (being an
individual) is present in person or by proxy or (being a corporation)
is present by proxy or a representative not being himself a
Debenture Holder shall have one vote and on a poll every
Debenture Holder present in person or by proxy shall have one vote

87
 for every KSh2,000 or equivalent in foreign currency (or part thereof)
of the amount of the Debentures of which he is the holder. On a poll
a Debenture Holder entitled to more than one vote need not use all
his votes or cast all the votes he uses in the same way.

11. Proxies
The registered holder of any of the Debentures or in the case of joint
holders any one of them shall be entitled to vote in respect thereof
either in person or by proxy and in the latter case as if such joint
holder were solely entitled to such Debenture. If more than one of
such joint holders be present at any meeting either personally or by
proxy that one of the joint holders so present whose name stands
first in the register as one of the holders in respect of such Debenture
shall alone be entitled to vote in respect thereof in person or by
proxy.

12. Representatives of Corporations

Any corporation which is a Debenture Holder may by writing under
the hand of a duly authorised officer authorise such person as it
thinks fit to act as its representative at any meeting of the Debenture
Holders and the person so authorised shall be entitled to exercise the
same powers on behalf of the corporation which he represents as
that corporation could exercise if it were an individual Debenture
Holder.

13. Instrument of Proxy

A Debenture Holder may appoint any person (who need not be a
Debenture Holder) as his proxy to vote for him at any meeting. The

88
 instrument appointing a proxy shall be in writing under the hand of
the appointor or of his attorney duly authorised in writing or if the
appointor is a corporation either under its common seal (if any) or
under the hand of an officer or attorney duly authorised.

14 An instrument of proxy may be in the usual common form or in such

other form as the Trustee shall prescribe or accept. A proxy whether
in the usual common form or not shall unless the contrary is stated
thereon be valid as well for any adjournment of the meeting as for
the meeting to which it relates and need not be witnessed.

15 The instrument appointing a proxy and the power of attorney or other

authority (if any) under which it is signed or a notarially certified
copy of such power or authority shall be deposited at such place as
the Trustee or the Company with the approval of the Trustee may in
the notice convening the meeting direct or if no such place is
appointed then at the registered office of the Company not less than
forty-eight hours before the time appointed for the holding of the
meeting or adjourned meeting at which the person named in the
instrument proposes to vote and in default the instrument of proxy
shall not be treated as valid. No instrument appointing a proxy
shall be valid after the expiration of twelve months from the date
named in it as the date of its execution. An instrument appointing a
proxy shall be deemed to confer authority to demand or to join in a
demand for a poll.

16. Registered Holders

89
 The only persons who shall be recognised at any meetings as
Debenture Holders shall be the registered Debenture Holders, their
proxies or duly authorised representatives.

17. Death or insanity

A vote given in accordance with the terms of an insanity instrument
of proxy shall be valid notwithstanding the previous death or
insanity of the principal or revocation of the proxy or of the
authority under which the proxy was executed provided that no
intimation in writing of such death, insanity or revocation shall have
been received by the Company at its registered office before the
commencement of the meeting or adjourned meeting at which the
proxy is used.

18. Powers of Debenture Holders

Except as otherwise specifically provided below the Debenture
Holders, by simple majority vote, may direct the Trustee to take
such lawful actions as the Debenture Holders deem appropriate in
carrying out the Trustee’s rights and powers under the Trust Deed
or under any agreement it may have with the Receiver to the extent
the Trustee’s rights and powers under such latter agreement affect
the rights of the Debenture Holders. A meeting of the Debenture
Holders shall, in addition to all other powers but subject to the
restrictions hereinafter specified, have the following powers
exercisable by Extraordinary Resolution only:

(A) Power to sanction any scheme for reconstruction of the

Company.

90
(B) Power to assent to any modification or abrogation of the
covenants or of the provisions contained in this Deed
proposed or agreed to by the Company and to authorise the
Trustee to concur in and execute any supplemental trust deed
embodying any such modification.
(C) Power to authorise the Trustee or any Receiver appointed by
it where it or he shall have entered into possession of the
Mortgaged Premises to give up physical possession thereof to
the Company either unconditionally or upon any condition so
long as such surrender does not affect the Debenture Holders'
legal interest in the Mortgaged Premises.
(D) Power to approve any person for appointment as trustee
hereof or to remove any trustee and appoint any person in his
or its place.
(E) Power to give any release to the Trustee in respect of anything
done or omitted to be done by the Trustee hereunder before
the giving of the release.

Provided, however, that the Debenture Holders shall have no power

without the consent of the holder of each Debenture which would be
so affected (1) to extend the maturity of any Debentures or reduce
the rate of interest thereonor otherwise modify the terms of payment
thereof or the tenor of the obligation of each Debenture, (2) to effect
a reduction of the proportion of the Debenture Holders required for
the exercise of any of the powers set out in this paragraph, (3) to
sanction the exchange of the Debentures for or the conversion of the
Debentures into bonds, shares, stock, debenture stock or other
obligations or securities of, the Company, (4) to sanction the release

91
 of the Company of the whole or any substantial part of the
Mortgaged Premises from all or any part of the principal moneys,
premiums (if any) and interest owing upon the Debentures, (5)
to sanction any modification or compromises or any arrangement in
respect of the rights of the Debenture Holders against the Company
or against its property whether such rights shall rise under this Deed
or the Debentures or otherwise, or (6) to sanction the creation of any
mortgage or other interest in the Mortgaged Premises except as
specifically authorised herein.

19. Extraordinary Resolution

An Extraordinary Resolution passed at a meeting of the Debenture
Holders duly convened and held in accordance with this Deed shall
be binding upon all Debenture Holders whether or not present at the
meeting and each of the Debenture Holders shall be bound to
recognise the same accordingly..

20. When used in this Schedule the expression "Extraordinary

Resolution" means a resolution passed at a meeting of the Debenture
Holders duly convened and held in accordance with the provisions
herein contained and carried by a majority consisting of not less than
one-half of the persons voting thereat upon a show of hands or, if a
poll is duly demanded, then by a majority of not less than sixty-five
per cent of the votes given on such a poll.

21. Resolution in Writing

A resolution in writing signed by or on behalf of all Debenture
Holders who for the time being are entitled to receive notice of a

92
 meeting in accordance with the provisions herein contained shall for
all purposes be as valid and effectual as a simple majority resolution
or an Extraordinary Resolution passed at a meeting of Debenture
Holders duly convened and held in accordance with the provisions
herein contained. Such resolution in writing may be contained in
one document or in several documents in like form each signed by
or on behalf of one or more of the Debenture Holders.

22. Minutes
Minutes of all resolutions and proceedings at every meeting shall, be
made and duly entered in books to be from time to time provided
for that purpose by the Company and any such minute as aforesaid
if purporting to be signed by the Chairman of the meeting at which
such resolutions were passed or proceedings had or by the
Chairman of the next succeeding meeting of Debenture Holders
shall be conclusive evidence of the matters therein stated and until
the contrary is provided every such meeting in respect of the
proceedings of which minutes have been made shall be deemed to
have been duly held and convened and all resolutions passed or
proceedings had thereat to have been duly passed and had.

23. Currency
Where for the purpose of passing a Resolution or of any written
request or waiver by Debenture Holders under these Resolutions it
is necessary to determine the nominal value of any the Debentures
which are denominated in a currency other than Kenya Shillings the
nominal value of such Debentures shall be notionally converted into
Kenya Shillings at the rate quoted by the Central Bank of Kenya for

93
 the purchase of such currency with Kenya Shillings at
approximately 11 a.m. on the business day next before the date on
which such resolution request or waiver is proposed to be passed or
made and if in the case of any particular currency there is no such
rate then as regards any Debentures denominated in that currency
according to such rate as the Trustee shall determine after
consultation with the International Monetary Fund.

SCHEDULE SEVEN
Specifically Mortgaged Premises

SCHEDULE EIGHT
Existing Securities

END OF SCHEDULES I TO VIII

EXECUTED as a Deed and SEALED )

with the Common Seal of pppppppppp )
LIMITED in the presence of:- )
)
Director/Secretary )

EXECUTED as a Deed and SEALED )

with the Common Seal of __________ )
______________LIMITED in the presence of:-)
)
)

94
Director )
)
)
Director/Secretary )

DRAWN BY:-

PPPPPP and Company

Advocates
PPPPPP House
P.O. Box PPPPPP
NAIROBI

95