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Commercial Law and Practice WS13 D2
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Commercial Law and Practice WS13 D2
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LEGAL PRACTICE COURSECommercial Law and Practice
Workshop 13: Draft Security Agreement
-Security agreement – also called a ‘debenture’, executed as a deed
-Will not be examined in any detail
-This does not deal with the pledge of the sculpture by way of pledge will be dealt with
separately (or lender can take a fixed charge, which then would be under this in this
agreement under a ‘chattel’)
SECURITY AGREEMENT
dated [ ]
between
PEGASUS DREAMS PLC
PEGASUS SERVICES LIMITED
PEGASUS PROMOTIONS LIMITED
as Chargors
and
BORLI BANK PLC
as Chargee
[This is a simplified document provided for training purposes only. It should not be
used for any other purpose. Certain provisions which we have not considered in
workshops have not been included in this document. In particular, additional
undertakings (including undertakings to repair, maintain and insure assets) have not
been included in this document but would usually be included in a security
agreement or related facilities agreement.]
docs_855286483.docx 1/16 © City, University of London 2020
, LEGAL PRACTICE COURSE
THIS SECURITY AGREEMENT (this “Deed”) is dated [ ] 2020 and is entered by
(1) PEGASUS DREAMS PLC, a company registered in England with registered number
789654, PEGASUS SERVICES LIMITED, a company registered in England with
registered number 890765, and PEGASUS PROMOTIONS LIMITED, a company
registered in England with registered number 987654 (the “Chargors”); in favour of
(2) BORLI BANK PLC, a company registered in England with registered number
7895643 (the “Chargee”).
RECITALS:
(A) The Chargee has agreed to make available loan facilities on the terms and conditions
set out in the Facilities Agreement (as defined below).
(B) It is a condition precedent to the availability of the loan facilities that each Chargor
enter into this Deed for the purpose of providing security in favour of the Chargee in
respect of the Secured Obligations (as defined below).
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this agreement:
“Event of Default” has the meaning given to that term in the Facilities Agreement.
“Facilities Agreement” means the £5,500,000 facilities agreement entered into on
the date of this Agreement between Pegasus Dreams plc, Pegasus Services Limited,
Pegasus Promotions Limited and Borli Bank plc.
“Finance Documents” has the meaning given to that term in the Facilities
Agreement.
“Floating Charge Assets” means the assets for the time being comprised within the
floating charge created by Clause 3.5 (Floating Charge).
“Party” means a party to this Deed.
“Plant, Chattels and Machinery” means any present or future plant, machinery,
office equipment, computers, vehicles and other chattels of a Chargor (excluding
those forming part of that Chargor’s stock in trade or work in progress).
“Real Property” means in relation to a Chargor:
(a) any present or future freehold, leasehold or immovable properties in which the
Chargor has an interest (including the Specific Properties); and
(b) any buildings, fixtures, fittings, fixed plant or machinery from time to time situated
on and forming part of any such properties.
“Receiver” means any receiver appointed under this Deed or pursuant to any
applicable law, whether alone or jointly, and includes a receiver and/or manager.
© City, University of London 2020 2/16 docs_855286483.docx
, LEGAL PRACTICE COURSE
“Secured Assets” means all of the present and future assets and undertakings of
each Chargor which from time to time are the subject of any Security Interest created,
or purported to be created, by or pursuant to this Deed.
“Secured Obligations” means all present or future obligations and liabilities (whether
actual or contingent, incurred alone, jointly or severally, whether as principal or surety
and/or in any other capacity whatsoever and regardless of how they arise) owed by
each Chargor to the Chargee under or in connection with the Finance Documents
including all interest, costs, commissions, charges and expenses the Chargee may in
the course of its business charge against each Chargor.
“Security Interest” means any mortgage, charge, pledge, lien or other security
interest securing any obligation of any person or any other agreement or arrangement
having a similar effect.
“Specific Contracts” means the contracts entered into by a Chargor specified in
Schedule 1 (Specific Contracts).
“Specific Properties” means those properties of a Chargor specified in Schedule 2
(Specific Properties).
“Specific Shares” means the shares held by Pegasus Dreams plc specified in
Schedule 3 (Specific Shares).
1.2 Construction
(a) Unless a contrary indication appears, any reference in this Deed to:
(i) a “Finance Document” or any other agreement or instrument is a
reference to that Finance Document or other agreement or instrument as
amended, novated, supplemented, extended or restated;
(ii) “indebtedness” includes any obligation (whether incurred as principal or
as surety) for the payment or repayment of money, whether present or
future, actual or contingent;
(iii) a “person” includes any individual, firm, company, corporation,
government, state or agency of a state or any association, trust, joint
venture, consortium or partnership (whether or not having separate legal
personality);
(iv) a “regulation” includes any regulation, rule, official directive, request or
guideline (whether or not having the force of law) of any governmental,
intergovernmental or supranational body, agency, department or
regulatory, self-regulatory or other authority or organisation;
(v) a provision of law is a reference to that provision as amended or re-
enacted; and
(vi) a time of day is a reference to London time.
(b) Section, Clause and Schedule headings are for ease of reference only.
(c) Unless a contrary indication appears, a term used in any other Finance Document
or in any notice given under or in connection with any Finance Document has the
same meaning in that Finance Document or notice as in this Deed.
docs_855286483.docx 3/16 © City, University of London 2020
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