GGGGGGGG INDUSTRIES LIMITED

-to-

GGGGGGGG BANK LIMITED

THIS DEBENTURE is issued under Clause

… … … of the Company’s Memorandum of
Association and Article … … … of the
Company’s Articles of Association and in
pursuance of a Resolution of the Directors of
the Company dated the … … … … … day of
… … … … … … … 2000.

DEBENTURE KENYA SHILLINGS TWENTY FIVE MILLION

(K.Shs.25,000,000.00)
(Maximum)

This DEBENTURE is made the … … … day of … … … … … Two Thousand and One

BETWEEN GGGGGGGG INDUSTRIES LIMITED a Limited Liability Company
incorporated in the Republic of Kenya and of Post Office Box Number … … … , Nairobi in
the said Republic (hereinafter called “the Company”) of the one part AND GGGGGGGG
BANK LIMITED also Limited Liability Company incorporated in the said Republic and
registered as a Bank pursuant to the provisions of the Banking Act (Chapter 488, Laws of
Kenya) and whose postal address for the purpose of this instrument is Post Office Box
Number gggggggg Nairobi, aforesaid (hereinafter called “the Lender” which expression
shall where the context so admits include its successors and assigns) of the other part.

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WHEREAS:
1. The Lender has at the request of the Company agreed to make available to the
Company credit facilities in an aggregate sum not exceeding the sum of Kenya
Shillings Twenty Five Million (KShs.25,000,000.00) (hereinafter referred to as “the
Lender’s Facilities”) exclusive of interest and other charges and upon having the
repayment thereof with interest and other charges as hereinafter provided and upon
having the same secured in the manner as hereinafter appearing.
2. The parties have agreed that the Lender’s Facilities may be terminated by the Lender
at any time in accordance with the Lender’s normal practices whereupon they will
become repayable by the Company to the Lender on demand.

NOW IN CONSIDERATION of the Lender agreeing to make or continuing to make

advances to the Company or refraining from demanding immediate payment of sums
already advanced to the Company by way of loan by permitting the Company to overdraw
its current account or accounts with the Lenders or by giving the Company other financial
accommodation of such nature and in such manner and within such limits as the Lender may
from time to time in its discretion determine and the premises THIS DEBENTURE
WITNESSETH as follows:-
1. The Company HEREBY COVENANTS AND AGREES with the Lender that
the Company shall on demand pay and discharge all monies and liabilities now or
hereinafter due and owing to the Lender by the Company pursuant to the Lender’s
Facilities whether in respect of monies advanced or paid to or for the use of the
Company or charges incurred on its account or for any monies whatsoever which
may then be due and owing by the Company to the Lender as principal or surety
and either solely, severally or jointly with any other company society corporation
person or persons in partnership or otherwise current banking account or upon
loans or bills of exchange or promissory notes draft orders for payment or
delivery of money bills of lading or other negotiable or mercantile instruments
drawn accepted or endorsed by or on behalf of the Company and discounted or
paid or held by the Lender either at the request of the Company or in the course of
business or otherwise or in respect of documentary credits opened or bills of

2
 exchange accepted by the Lender on the instructions of the Company or its
authorised agents or in respect of monies which the Company has or shall become
liable to pay the Lender in any manner whatsoever including all liabilities in
connection with foreign exchange transactions on any rates bills guarantees or
other instruments accepted endorsed discussed or entered with by the Lender at
the request of the Company and whether any such monies shall be paid to or
incurred on behalf of the Company or any other company society corporation
person or persons in partnership or otherwise at the request of the Company or for
any other account whatsoever or for any actual or contingent liability or otherwise
howsoever together with interest calculated as hereinafter prescribed and together
with commission and other usual bank’s charges and all other costs charges and
expenses (the Legal Costs being as between Advocate and Client) as shall or may
be incurred or suffered by the Lender or its agents in anywise in connection with
the assertion or defence of the property and assets hereby charged or expressed so
to be and for the demand realisation and recovery of all monies hereby secured
AND interest (after as well as before demand judgment or liquidation of the
Company) calculated as hereinafter prescribed on all sums due or owing or
outstanding whether demanded or not from the time of such demand or from the
time the same so become payable until actual payment thereof PROVIDED
ALWAYS that the total sum for which this Debenture constitutes a security to the
Lender shall not at any time exceed Kenya Shillings Twenty Five Million
(K.Shs.25,000,000.00) to which shall be added interest as hereinafter prescribed
from the time of such moneys becoming payable until actual payment thereof and
all other costs monies and expenses intended to be hereby secured AND in default
of payment as above the Company HEREBY UNDERTAKES that it will on
demand in writing made to it by the Lender pay to the Lender the whole amounts
as the case may be together with interest thereon and other liabilities as prescribed
herein.

2. The Company shall pay interest (after as well as before demand judgement or
liquidation of the Company) on all the monies and liabilities from time to time

3
 due whether for principal interest or otherwise in whatever currency which may
now or at any time in the future be owing and payable to the Lender at such rate
or rates as the Lender shall in its sole discretion from time to time decide with full
power to the Lender to charge different rates for different accounts such interest
to be calculated on daily balances and debited monthly in accordance with the
normal practices of the Lender PROVIDED ALWAYS:
(i) That the Lender shall not be required to advise the Company prior to any
change in the rate of interest so payable nor shall any failure by the Lender to
advise the Company as aforesaid prejudice in any way howsoever the
recovery by the Lender of interest charged subsequent to any such change;
(ii) That the rate of interest payable as aforesaid may from time to time be
increased by the Lender at the Lender’s sole discretion;
(iii) That notwithstanding sub-clause (ii) above in the case of any such monies or
liabilities being also secured to the Lender under an agreement or instrument
reserving a higher rate of interest than as aforesaid nothing herein contained
shall prejudice the right of the Lender to recover such higher rate of interest
or (as the case may be) the difference between such higher rate and the rate
or rates payable hereunder.

3. (a) The Charges created by this Debenture shall secure the due repayment by the
Company of interest on the said Lender’s Facilities and all monies and
liabilities payable hereunder (including but not limited to all costs and
expenses which may be incurred by the Lender in obtaining payment thereof
or in maintaining or realising this security or any security herein mentioned),
(b) The principal sums secured by the Lender’s Facilities under this Debenture
may, by written agreement between the Company and the Lender, be
increased subject to the up-stamping hereof to the satisfaction of the Lender
and the payment of all stamp duties registration legal and other charges in
connection therewith all of which shall be for the account of the Company.

4
4. The Company as beneficial owner and as a continuing security for the payment
and discharge of all monies and liabilities hereby agreed to be paid or discharged
or intended to be hereby secured (including all expenses and charges arising out
of or in connection with any of the acts authorised by this Debenture) HEREBY
CHARGES in favour of the Lender:-
(i) all right title estate and other interests of the Company in all immovable
properties now or in future registered in the name of the Company whether
under leasehold or freehold title;
(ii) all its undertaking goodwill assets book debts income and property
whatsoever and wheresoever both present and future including uncalled
capital for the time being of the Company;
(iii) all the right title and interest of the Company to and in all plant and
machinery now or at any time hereafter vested in or held by or on behalf
of the Company and all related spare parts fuels equipment and tools;
(iv) all rights in intellectual property or similar rights now or hereafter
belonging to the Company;
(v) all the right title and interest of the Company to and in book debts and the
benefit of all rights securities and guarantees of any nature whatsoever
now or at any time enjoyed or held by the Company;
(vi) all bills of exchange promissory notes and negotiable instruments of any
description now or at any time hereinafter beneficially owned by the
Company;
(vii) any deposits margins commissions or other rights of the Company to any
commodities and any contract or option relating thereto (whether present
or future) and any guarantee or security relating thereto whether held or
placed or contracted with the Lender or any other person from time to
time;
(viii) all loan capital indebtedness or liabilities both present and future in any
account or in any manner owing to the Company from any company
which now is or may in the future become a subsidiary of the Company;

5
 (ix) all amounts realised by an administrator or liquidator of the Company
upon the enforcement or execution of any order of a court of law;
(x) the benefit to the Company of all rights to which the Company is now or
may in the future become entitled in relation to all immovable properties it
now or in future owns including (but without limitation) all rights and
claims of the Company against all persons who now are or who at any
time have been or may become lessees sub-lessees licensees or occupiers
of the whole or any part or parts of such immovable properties and all
guarantors and sureties for the obligations of any such person;
(xi) the benefit to the Company of all guarantees warranties and
representations given or made by, and any rights or remedies to which the
Company is now or may in the future be entitled against, all or any
professional advisers and contractors in relation to any immovable
properties it now or in future owns and the manufacturers suppliers or
installers of all plant machinery fixtures fittings or other items now or
from time to time in the buildings erected or to be erected on any such
immovable properties and any other person now or from time to time
under contract with or under a duty to the Company including (without
limitation) the right to prosecute in the name of the Company any
proceedings against any such person in respect of any act omission neglect
default breach of contract or breach of duty whether relating to the design
construction inspection or supervision of the construction of any of the
said buildings or to the quality or fitness for use of such plant machinery
fixtures fittings and other items or otherwise and the benefit of all sums
recovered in any proceedings against all or any of such persons;
(xii) the benefit of all and any licences now or at any time during the
continuance of this Debenture held by the Company.

5. The charges created by this Debenture shall rank as first charges on all the
properties hereby charged and as regards all immovable properties of the
Company shall constitute a fixed charge and as regards all other property hereby

6
 charged shall constitute a floating security but so that the Company is not to be at
liberty to create any mortgage or charge or other encumbrance upon any of the
property and assets hereby charged to rank either in priority to or pari passu with
or subsequent to the charge hereby created (without the prior written consent of
the Lender) it being the intention that the Company shall have no power without
the consent of the Lender to part with dispose of or alienate any part of the
property and assets hereby charged except by way of sale in the ordinary course
of business and that the proceeds of any and all such sales shall be paid into the
Company’s account or accounts with the Lender.

6. For the avoidance of doubt the Company hereby confirms that any immovable
property (other than Agricultural Land as defined in Section 2 of the Land Control
Act) and fixed assets hereby charged acquired by the Company after the date of this
Debenture shall upon their acquisition stand charged to the Lender by way of a first
fixed specific charge and 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 that 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 set out above.

7. (a) Forthwith upon the execution of this Debenture the Company shall if
required by the Lender for the purpose of perfecting this Debenture
execute and deliver or cause to be executed and delivered to the Lender a
first legal Charge or Mortgage over all the immovable properties now
registered in the name of the Company whether under leasehold or
freehold title,
(b) Forthwith upon acquisition by the Company of any immovable property
the Company shall if required by the Lender for the same purpose execute
and deliver to the Lender the like first legal mortgages or charges
thereover,

7
(c) The Lender in its absolute discretion at any time either may waive entirely
the compliance by the Company with the foregoing obligations of this
Clause (whether generally or in respect of any specified immovable
property or properties) or may accept in lieu of such first legal mortgages
or charges as aforesaid (whether generally or in respect of any specified
immovable property or properties) EITHER the deposit with the Lender
by way of equitable mortgage or charge of the title deeds of such property
or properties accompanied by all such memorandum of mortgage or
charge as are required by law and/or demanded by the Lender OR second
or subsequent legal mortgages or charges PROVIDED THAT any such
indulgence granted by the Lender may at any time be revoked by the
Lender who shall not be precluded at any time or times thereafter from
requiring the execution of such first legal mortgages or charges as
aforesaid over all or any such immovable properties,
(d) All legal and equitable mortgages and charges created by the Company in
accordance with this Clause:-
(i) shall be in such form as the Lender shall in its discretion require
and in the case of legal mortgages and charges shall include (in
addition to the powers conferred on mortgagees and chargees by
law) such powers and provisions as the Lender 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 Lender the payment and discharge to the Lender
of all principal monies and interest and other monies and liabilities
whatsoever as herein before in this Debenture set out or such
portion thereof as the Lender shall in its discretion 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 Lender
from the Company on demand and pending payment bear interest

8
 and be secured by this Debenture in the same manner as the
principal monies hereby secured.

8. During the continuance of this security the Lender shall if the parties agree be
appointed and act as the main banker (or if so agreed between the parties the sole
banker) of the Company of all sums received by the Company in the course of its
business or in respect of subscriptions or calls upon their shares or otherwise
howsoever shall be paid by the Company to the Lender for the credit of the
Company in an account or accounts opened or to be opened in the name of the
Company and shall make all payments by cheques drafts promissory notes or bills
of exchange drawn on the Lender and all costs and expenses incurred by the
Lender in acting as such banker of the Company as aforesaid shall be debited to
the Company and constitute a first charge upon all the property and assets hereby
charged.

9. The securities hereby given and covenanted to be given to the Lender shall be
without prejudice and in addition to any other security legal or equitable of
whatsoever nature which the Lender may now or at any time hereafter hold on the
property and assets of the Company or any part thereof or from any third party for
or in respect of all or any part of the indebtedness of the Company to the Lender
howsoever arising or any interest thereon.

10. The Lender may at any time and without notice to the Company combine or
consolidate all or any of the Company’s accounts with and liabilities to the
Lender and set off or transfer any sum or sums standing to the credit of any one or
more of such accounts in or towards satisfaction of any of the Company’s
liabilities to the Lender on any other account or in any other respect whether such
liabilities be actual or contingent primary or collateral joint or several and whether
such accounts and liabilities be at or to one or more branches of the Lender.

9
11. The Company represents warrants and undertakes to the Lender that save with the
prior written consent of the Lender:-
(a) it is and will be the sole beneficial owner of all the securities listed and or
set out in the Debenture free from encumbrances and will not create or
attempt to create or permit to arise or subsist any encumbrance on any of
the said assets,
(b) it has not (and none of its Subsidiaries have) sold or agreed to sell or
otherwise disposed of or agreed to dispose of and will not and none of its
Subsidiaries will at any time during the subsistence of this Debenture sell
assign part with transfer lease licence or otherwise dispose of the benefit
of all or any of the Lender’s right title and interest in and to the said assets
or any part of them (save for sales of their stock in trade at not less than
market value and the use of cash in the acquisition of goods or services, in
either case in the ordinary course of its trading business), and
(c) it will pay into its account or accounts with the Lender or such other
account as the Lender may from time to time specify all monies which it
may receive in respect of monies lent to it for whatever purpose forthwith
on receipt and until such payment will hold all such monies on trust for the
Lender and it will not release set off compound or deal with these monies
and debts otherwise than by getting in and realising the same in the
ordinary and proper course of its trading business and shall at any time on
demand by the Lender execute a legal assignment to the Lender of any of
the Company’s debtor(s) in the form required by the Lender.

12(A) The Company represents warrants and undertakes to the Lender that:-
(a) it has and will at all times have the necessary power to enter
into and perform its obligations under this Debenture,
(b) this Debenture constitutes its legal valid binding and
enforceable obligation and is a security over the assets set out
in this Debenture and every part thereof effective in
accordance with its terms,

10
 (c) all necessary authorizations and consents to enable or entitle
it to enter into this Debenture and to enable it its Subsidiaries
to carry on its/their respective businesses as they are currently
being conducted have been obtained and will remain in full
force and effect during the subsistence of the security
constituted by this Debenture.

12(B) The Company covenants with the Lender that it shall keep its books of account and
prepare all financial statements to be delivered under this Debenture in accordance
with accounting principles generally accepted in the Republic of Kenya consistently
applied and procure that they are furnished to the Lender:-
(a) 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 statements relate and of
the results of its operations during such period,
(b) with reasonable promptness, details of any litigation,
arbitration or administrative proceedings in progress pending
or, to the knowledge of the Company, against it which might
have a material adverse in effect on its ability to perform its
obligations under this Debenture.

12(C) The Company hereby further covenants and agrees with the Lender: -
(a) to carry on and conduct the business of the Company in a
proper efficient and businesslike manner,
(b) to keep proper books of accounts and therein to make true
and perfect entries of all dealings and transactions of and in
relation to the said business and to keep the said books of
account and all other registers books and documents relating

11
 to the affairs of the Company at its registered office or other
place or places where the same should properly be kept and
to procure that the same shall at all reasonable times be open
for the inspection of the Lender or such person or persons as
the Lender shall from time to time appoint,
(c) to furnish or (as the case may be) cause to be furnished to the
Lender annually or oftener if required at any time give to the
Lender or to such other person or persons as aforesaid such
all matters relating to the businesses or any existing or after
acquired property or assets of the Company or otherwise
relating to the affairs thereof,
(d) to keep the Company’s property and assets including but not
limited to vehicles machinery works fixtures fittings
implements utensils stock-in-trade plant stores and other
effects in a good state of repair and in proper working order
and condition,
(e) to permit the Lender and such person or persons as the
Lender shall from time to time in writing for that purpose
appoint to enter into and upon the Company’s property to
view the state and condition of the property and assets hereby
charged,
(f) to insure and keep insured with an Insurance Company
approved by the Lender and if required by the Lender either
in the name of the Lender or name the Lender as the sole
beneficiary of such of the property and assets hereby charged
as are of an insurable nature against loss damage or
destruction by fire and such other risks as the Lender may
from time to time require to the full value thereof as
determined by the Lender from time to time and punctually
to pay all premiums and other monies payable for that
purpose and to produce to the Lender on demand the policy

12
 or policies for such insurance and the receipts for the current
premiums thereon and at the discretion of the Lender either
to apply all monies received or receivable by virtue of any
such policy in making good any loss or damage which may
so arise to the Company’s property and assets or any of them
as the Lender may direct or in or towards liquidation of the
amount for the time being due to the Lender and if default
shall be made in keeping such property and assets in proper
working order and condition and so insured as aforesaid or in
depositing any such policies or delivering any such receipts
as aforesaid the Lender may (but without being bound to do
so) repair the same or such of them as shall in the opinion of
the Lender require repair and may insure and keep insured
the same or such of them as the Lender may deem fit and the
Company will on demand repay to the Lender every sum of
money so expended by the Lender for the above purposes or
any of them together with interest thereon at such rate or
rates as aforesaid from the time of the same having been
expended until the actual payment thereof and until such
repayment the same shall be a first charge upon the property
and assets hereby charged and may be debited to any account
of the Company with the Lender,
(g) to pay the rents reserved by and to perform and observe the
covenants agreements and conditions contained in or implied
by the grant conveyance transfer assignment lease or other
title under which any immovable property is held by the
Company and also to pay all rates and taxes and other
outgoings which are now or may hereafter be imposed on
such immovable property or any part thereof by any
government municipal or local or other authority and to

13
 produce to the Lender on demand receipts for such rents
taxes and other outgoings,
(h) not to assign alienate sub-let or part with the possession of
any of the property and assets hereby charged or covenanted
to be mortgaged or charged or any part thereof without the
consent in writing of the Lender first had and obtained and
then only on the condition that the consideration received by
the Company in connection with the assignment alienation
letting sub-letting or parting with possession will be remitted
to the Lender in reduction of the amount for the time being
owing under this Debenture,
(i) to comply with and observe all the provisions of the
Companies Act (Chapter 486) or any amendment or
re-enactment thereof for the time being in force,
(j) to deposit with the Lender complete and true copies of the
Company’s Memorandum and Articles of Association in
force on the date hereof and of any amendment or
amendments made from time to time thereto and not to make
or attempt to make any alteration or alterations thereto or to
the capital structure of the Company without the prior
consent in writing of the Lender,
(k) to advise the Lender of all countries in which the Company
now is registered or carries on business and immediately of
any change therein,
(l) that if the Company extends its business to any other country
or countries then it will at its own expense procure the
registration of this Debenture contemporaneously with the
registration of the Company in such country or countries in
such manner as is required by the law of such country or
countries to the intent that this Debenture shall be fully
effective and enforceable therein,

14
 (m) not to remove or permit to be removed any property or assets
belonging to or in the lawful possession of the Company to
any country where this Debenture is not registered as
aforesaid without the prior written consent of the Lender,
(n) if and for so long as the Company is a private company not to
permit any allotment or transfer of shares or change in any of
its Directors without the prior written consent of the Lender
(which consent shall not be unreasonably withheld),
(o) that any capital of the Company now or hereafter being
uncalled shall not be called up or received in advance of calls
without the prior written consent of the Lender,
(p) to give proper and reasonable notice to the Lender of all
meetings of the members or directors of the Company and to
permit any person or persons nominated by the Lender in that
behalf to attend all or any of such meetings,
(q) to advise the Lender promptly in writing of any event or
situation tending or likely to have a substantially adverse
effect on the Company’s business or on the security hereby
created.

13. The Company hereby warrants that at the date of execution hereof and except as
notified in writing to the Lender prior to the date hereof it neither holds nor has in
its possession control or reputed ownership any goods in respect of which the
vendor thereof has reserved either title thereto or any right of disposal after
delivery of possession thereof and the Company hereby undertakes that if and
whenever they order or receive any goods in respect of which title thereto or any
right of disposal thereof has been or will be reserved the Company will forthwith
advise the Lender in writing of all the details thereof.

14. The principal monies and interest and other monies and liabilities hereby secured
shall immediately become payable and fall due to be discharged without any

15
demand protest or other notice of any kind at all of which are expressly waived by
the Company on the happening of any event stated hereunder and any floating
charge constituted hereby shall automatically crystallize and attach by way of a
fixed charge to all the assets comprised herein:-
(a) If any amount is due by the Company hereunder or under any other
agreement made between the Company and the Lender is not paid when
demanded or on the due date for payment thereof (whether or not
demanded) or if any amount due by the Company under any other
agreement or instrument made available by or to the Lender or any other
creditor lender person or company is not paid on the due date for payment
thereof, or
(b) If a distress or execution either by Court order decree or process or
otherwise is levied upon any part of the property and assets of the
Company or the Company commits any act or default by reason of which
any such distress or execution might be levied, or
(c) If any government or any other competent authority (be the same local or
foreign) nationalises seizes or otherwise expropriates or assumes custody
or control of all or any substantial part of the share capital property assets
business or operations of the Company or takes any action for the
dissolution of the Company or any action (including but not limited to the
withdrawal cancellation refusal or non renewal of any licence or
permission required by the Company) which would prevent the Company
from carrying on its operations or a substantial part thereof; or if any
Government or any such authority give notice of their or any of their
intention to perform any such action as herein before in this sub-clause set
out, or
(d) If a receiver is appointed by any Court (be the same local or foreign) or by
any other person over any part of the property and assets of the Company,
or

16
(e) If an order is made or a resolution is passed for the winding up of the
Company or a petition for such winding up is filed or notice of a meeting
to pass such a resolution is issued, or
(f) If the Company without the consent of the Lender ceases to carry on its or
any of its business or threatens to cease to carry on the same, or
(g) If the Company commits or attempts or purports to commit any breach of
the covenants herein, or
(h) If the Company fails to pay any sums payable by it from time to time to
the Lender on the due date therefor or fail to comply with any term
condition covenant or other provision of this Debenture or of any facility
from the Lender or to perform any of its obligations or liabilities to the
Lender or if any representation or warranty from time to time made to the
Lender by the Company is or becomes incorrect or misleading in a
material respect, or
(i) If any financial indebtedness of the Company becomes due or capable of
being declared due before its specified maturity date by reason of breach
or default on the part of the Company under the terms of any agreement or
instrument creating or evidencing the same or is otherwise not paid when
due (or within any applicable period of grace) or any guarantee or
indemnity given by the Company is not honoured when due and called, or
(j) If the Company is deemed unable to pay its debts within the meaning of
Section 220 of the Companies Act (Chapter 486) or commences
negotiations with any one or more of its creditors with a view to the
general readjustment or rescheduling of its indebtedness or makes a
general assignment for the benefit of or a composition with its creditors, or
(k) If the Company takes any corporate action or other steps are taken or legal
proceedings are started for its winding-up dissolution or re-organisation
(otherwise than for the purpose of an amalgamation or reconstruction
while solvent on terms previously approved in writing by the Lender) or
for the appointment of a receiver administrator trustee or similar officer of
it or of all or a material part of its revenues or assets, or

17
(l) If the Company suspends or threatens to suspend a substantial part of its
business operations (otherwise than for the purposes of a reconstruction or
amalgamation on terms previously approved in writing by the Lender) or
any governmental authority permits or procures or threatens to permit or
procure any re-organisation transfer or expropriation (whether with or
without compensation) of a substantial part of the business or assets of the
Company, or
(m) If any guarantee indemnity or other security for any of the assets listed as
set out in this Debenture fails or ceases in any respect to have full force
and effect or to be continued or it is terminated or disputed or in the
opinion of the Lender is in jeopardy invalid or unenforceable or if the
charges and covenants pursuant to this Debenture or the security created
by any of them is disputed or in the opinion of the Lender is in jeopardy,
or
(n) If at any time it is or becomes unlawful for the Company to perform or
comply with any or all of its obligations under this Debenture or any
security document or any other agreement between the Company and the
Lender or any of such obligations of the Company are not or cease to be
legal valid binding and enforceable, or
(o) If control or the power to take control of the Company is or are acquired
by any person or company or group of associates not having control of the
Company at the date of this Debenture (unless with the prior consent in
writing of the Lender), or
(p) If in the opinion of the Lender a material adverse change occurs in the
financial condition results of operations or business of the Company, or
(q) If a notification of charge either by Court order decree or process or at the
request of the Commissioner of Income Tax or any other authority is
registered against any immovable property of the Company, or
(r) If any civil war revolution insurrection action by local national or foreign
or international forces blockade riot or any events being Acts of God or
otherwise beyond the control of the Company shall seriously impair the

18
 efficient and proper conduct of the business of the Company or render the
same unreasonably hazardous, or
(s) If any of the above events occurs in relation to any third party which now
or hereafter has guaranteed or provided security or given an indemnity in
respect of any of the monies obligations or liabilities secured by this
Debenture.

15. The floating charge constituted by this Debenture shall immediately crystallize and
attach by way of a fixed charge to the property and assets comprised herein then
subject to the floating charge without presentment demand protest or notice if the
Lender shall take any action to enforce this Debenture and also automatically
crystallize and attach as aforesaid without any presentment demand protest or
notice of any kind all of which are hereby expressly waived by the Company upon
the happening of any events specified in sub-clauses (b) (c) (d) (e) and (f) of
Clause 14 herein above.

16. If the Lender shall otherwise consider this security or their rights against the
Company to be in jeopardy the Lender shall also have the right at any time and in
addition and without prejudice to their other rights and powers under this
Debenture to convert the floating charge to a fixed charge over all or any part of
the property and assets thereby charged by giving written notice to the Company
to that effect.

17. At any time after the principal monies hereby secured become payable either as a
result of lawful demand being made by the Lender or under the provisions of
Clause 13 hereof the Lender or any officer of the Lender duly authorised in that
regard may appoint in writing any person or persons whether an officer or officers
of the Lender or not to be a receiver and manager or receivers and managers of
the property and assets hereby charged or any part thereof upon such terms as to
remuneration or otherwise as the Lender shall think fit and may in like manner

19
 from time to time remove any receiver and manager or receivers and managers so
appointed and appoint another or others in his or their stead.

18. Every receiver and manager so appointed (hereinafter called a “Receiver”) shall
be the agent of the Company and the Company shall alone be liable for his acts
defaults and remuneration and he shall have authority and be entitled to exercise
in his discretion any or all of the powers hereinafter set forth in addition to and
without limiting any general powers conferred on him by law:-
(a) To enter (either personally or by his servants or agents and either
accompanied by workmen and others or not so accompanied) upon any
land or buildings where any property or assets hereby charged may for the
time being be or upon any other land or buildings owned or occupied by
the Company,
(b) To take possession of collect and get in all or any part of the property and
assets hereby charged and for that purpose to take proceedings in the name
of the Company or otherwise as he may deem expedient,
(c) To sell or let or concur in selling or letting any property or assets hereby
charged in such manner and generally on such terms and conditions as he
shall think fit and to carry any such sale or letting into effect,
(d) To carry on or manage or concur in carrying on or managing the business
of the Company and for any of those purposes to raise money from the
Lender or from other sources with the written consent of the Lender either
on the security of any property and assets now or hereafter charged or
otherwise in priority to this Debenture,
(e) To make any arrangement or compromises which the Lender or the
Receiver in the interest of the Lender shall think expedient,
(f) To make and effect all repairs improvements and insurances which the
Receiver shall deem expedient and to renew such of the plant machinery
and effects of the Company as shall be worn out lost or otherwise become
unserviceable,

20
(g) To appoint dismiss and remove managers accountants workmen servants
and agents upon such terms as to remuneration or otherwise as the
Receiver may determine,
(h) To purchase install and work such new or additional machinery plant
equipment and effects as the Receiver shall deem necessary or conducive
towards the proper and efficient running of the Company’s businesses,
(i) Perform repudiate rescind vary or enter into any arrangement or
compromise any contracts or agreements which he may consider
expedient,
(j) Settle arrange compromise and submit to arbitration any accounts claims
questions or disputes whatsoever which may arise in connection with the
business of the Company or any of the assets secured by this Debenture or
in any way relating to the securities constituted by this Debenture and
bring prosecute defend enforce compromise submit to and discontinue any
actions suits arbitrations or proceedings whatsoever whether civil or
criminal,
(k) Enter into complete disclaim abandon or disregard determine or rectify all
or any of the outstanding contracts or arrangements of the Company and
allow time for payment of any debts either with or without security,
(l) Make calls upon the shareholders of the Company in respect of any capital
of the Company that may be uncalled,
(m) Use the name of the Company in the exercise of all or any of the powers
conferred by this Debenture,
(n) Exercise or permit the Company or any nominee of the Company to
exercise any powers or rights incidental to the ownership of the assets
secured by this Debenture or any part of them in such manner as he may
think fit,
(o) Form a subsidiary or Subsidiaries of the Company and transfer lease or
licence to any such Subsidiary or any other person all or any part of the
assets secured by this Debenture on such terms and conditions as he may
think fit,

21
 (p) In the exercise of any of the powers authorities and discretions conferred
on him in this Debenture or for any other purpose to raise and borrow
money either unsecured or secured and either in priority to, pari passu
with or subsequent to the security constituted by this Debenture and
generally on such terms and conditions as he may think fit,
(q) Give valid receipts for all monies and execute all discharges assurances
and things which may be proper or desirable for realising the assets
secured by this Debenture or any part of them, and
(r) Execute and do all such other acts things and deeds as he may consider
necessary or desirable for realising or preserving the assets secured by this
Debenture or any part of them or incidental or conducive to any of the
matters powers or authorities conferred on a Receiver under or by virtue of
this Debenture or otherwise and exercise in relation to the aforesaid assets
or any part of them all such powers authorities and things as he would be
capable of exercising if he were the absolute beneficial owner of them.

19. (a) All monies received by the Lender or any Receiver after the security
hereby created has become enforceable shall after paying or providing for
all sums or claims required by the Companies Act (Chapter 486) or any
other law to be preferential and after providing for all costs and expenses
incurred in carrying out the sale or disposal of the property and assets
hereby charged and in carrying on the business of the Company be applied
in the following order but without prejudice to the Lender to recover any
shortfalls from the Company:-
FIRST in payment of all costs charges and expenses of and
incidental to the appointment of the Receiver and the
exercise by him of all or any of the powers aforesaid
including the remuneration of the Receiver;
SECONDLY in or towards payment to the Lender of all interest and
other charges unpaid in respect of this Debenture;

22
 THIRDLY in or towards payment to the Lender of all principal monies
owing on any account in respect of this Debenture and
remaining unpaid; and
FOURTHLY in payment of any surplus (if any) to the person or persons
entitled to it,
(b) All monies received by the Company by virtue of any insurance on the
assets secured by this Debenture, whether or not effected pursuant to this
Debenture and whether the event by virtue of which such monies became
payable occurred before on or after the date of this Debenture, shall be
deemed part of the aforesaid assets and (subject to any rights of third
parties arising under any statute for the time being relating to the
application of insurance monies and under any leases under which any of
the properties (which may be situate on any of the securities) are demised
or let to or by the Company or under the terms of any insurances if such
terms are incorporated therein in order to comply with the provisions of
any such leases) shall unless the Lender shall confirm otherwise in writing
be paid to the Lender and any monies so paid to the Lender or otherwise
received by the Lender by virtue of any such insurance shall be applied at
the discretion of the Lender either in reduction of any of the liabilities
incurred by the Company or in or towards making good the loss or
damage in respect of which they become payable and any monies received
by the Company by virtue of any insurance on the aforesaid assets shall be
held on trust for payment to the Lender in accordance with this clause,
(c) The Lender or any Receiver may credit any monies to a suspense account
for so long and in such manner as the Lender or any Receiver may from
time to time determine and the Receiver may retain the same for such
period as the Receiver and the Lender consider expedient.

20. No purchaser mortgagor mortgagee or other person or company dealing with the
Lender or a Receiver or with its or his attorneys or agents shall be concerned to
enquire whether the powers exercised or purported to be exercised have become

23
 exercisable or whether any money remains due on the security of this Debenture
or as to the necessity or expediency of the stipulations and conditions subject to
which any sale or other disposition shall have been made or otherwise as to the
propriety or regularity of such sale or other disposition calling in collection or
conversion or to see to the application of any money paid to the Lender or the
Receiver and in the absence of mala fides on the part of such purchaser mortgagor
mortgagee or other person or company such dealing shall be deemed so far as
regards the safety and protection of such purchaser mortgagor or mortgagee or
other person or company to be within the powers hereby conferred and to be valid
and effectual accordingly.

21. Neither the Lender nor a Receiver shall by reason of the Lender or such Receiver
entering into possession of the property and assets hereby charged or any part of
them be liable to account as mortgagee in possession or for anything except actual
receipts or be liable for any loss upon realisation or for any default or omission
for which a mortgagee in possession might be liable.

22. After the security hereby constituted has become enforceable the Company shall
from time to time and at all times execute and do all such assurances acts and
things as the Lender may require for facilitating the realisation of the property and
assets hereby charged (including the calling up of any uncalled capital for the
time being of the Company) and for exercising all the powers authorities and
discretions hereby conferred on the Lender or a Receiver.

23. The Company hereby irrevocably appoints the Lender or the duly constituted
attorney or attorneys of the Lender for the time being or any Receiver or
Receivers appointed by the Lender to be the attorney or attorneys of the Company
and in the name and on behalf of the Company to execute and do any assurances
acts and things which the Company ought to execute and do under the covenants
herein contained and generally to use the name of the Company in the exercise of
all or any of the powers hereby conferred on the Lender or any Receiver or

24
 Receivers appointed by the Lender and covenants that it will when called upon by
the Lender so to do execute a further Power of Attorney in such form as the
Lender may require in favour of the Lender or the duly constituted attorney or
attorneys of the Lender for the time being or any Receiver or Receivers appointed
by the Lender.

24. Upon the final balance of the principal monies and liabilities hereby secured
having been paid off and satisfied by the Company to the Lender together with all
interest due thereon and upon payment by the Company to the Lender of all costs
charges and expenses incurred by the Lender in relation to this Debenture the
Lender shall if requested by the Company and at the cost of the Company execute
a discharge of this Debenture and all other securities granted to the Lender under
the provisions in that behalf herein before contained.

25. It is hereby agreed and declared that this Debenture shall be a continuing security
notwithstanding any settlement of account or other matter or thing whatsoever
and shall not prejudice or affect any agreement which may have been made with
the Lender prior to the execution hereof relating to any security which the Lender
may now or hereafter hold in respect of the monies hereby secured or any part
thereof.

26. (a) The principal monies and interest hereby secured shall be payable at such
Branch or Branches of the Lender within Kenya as the Lender may
reasonably require,
(b) Upon demand being made by the Lender for payment of the monies
hereby secured or upon such monies for any other reason becoming
immediately payable the Lender shall be under no obligation to make any
further advances or grant any further facility to the Company,
(c) In respect of any part of the properties registered or to be registered as
aforesaid the Company hereby certifies that the charge created by this

25
 Debenture does not contravene any of the provisions of its Memorandum
or Articles of Association.

27. The Lender shall be entitled to provide for the safe custody by third parties of all
certificates and documents of title relating to the assets secured by this Debenture
and shall not be responsible for any loss or damage occurring to or in respect
thereof.

28. The Company shall on demand and on a full indemnity basis pay to the Lender
the amount of all costs and expenses (including legal and out-of-pocket expenses
and any Value Added Tax on such costs and expenses) which the Lender incurs in
connection with:-
(a) the preparation negotiations execution and delivery of this Debenture and
other security documents;
(b) any stamping or registration of this Debenture and other security
documents;
(c) any actual or proposed amendment of or waiver or consent under or in
connection with this Debenture;
(d) any discharge or release of this Debenture;
(e) the preservation or exercise (or attempted preservation or exercise) of any
rights under or in connection with the enforcement (or attempted
enforcement) of this Debenture or any of the security documents);
(f) dealing with or obtaining advise about any other matter or question arising
out of or in connection with this Debenture or any of the security
documents together with interest at the rates provided elsewhere in this
Debenture from the earlier of the date of demand and the date of payment
by the Lender until the date of payment by the Company whether before
or after judgement.

29. The Lender and every Receiver attorney manager agent or other person appointed
by the Lender under this Debenture and their respective employees shall be

26
 entitled to be indemnified on a full indemnity basis out of the assets secured by
this Debenture in respect of all liabilities and expenses incurred or suffered by any
of them in or directly or indirectly as a result of the exercise or purported exercise
of any of the powers authorities or discretions vested in them under this
Debenture and against all actions proceedings losses costs claims and demands
suffered or incurred by the Lender in respect of any matter or thing done or
omitted in any way relating to the assets secured by this Debenture and the Lender
and any such Receiver may retain and pay all sums in respect of the same out of
any monies received under the powers conferred by this Debenture.

30. (a) The Lender may without notice to the Company combine or consolidate
all or any sums standing to the credit of the Company’s accounts with the
Lender and/or set off or transfer any such sums in or towards the
satisfaction of any of the Company’s liabilities to the Lender, and may do
so notwithstanding that the balances on such accounts and such liabilities
may not be expressed in the same currency, and for the purpose of
exercising any rights under this clause or rights under general law the
Lender is authorised to effect any necessary conversions at the Lender’s
own rate of exchange then prevailing,
(b) The Company irrevocably authorises the Lender in its name and at its
expense to perform such acts and sign such documents as may be required
to give effect to any set-off or transfer including the purchase with the
money standing to the credit of any such account of such other currencies
as may be necessary to effect such set-off or transfer,
(c) In this clause ‘right under the general law’ means any right of set off,
combination or consolidation of accounts, lien or similar right which the
Lender has under any applicable law.

31. (a) Every notice demand or other communication under this Debenture shall
be in writing and may be delivered personally or by letter telex or
facsimile transmission dispatched as follows:-

27
 (i) if to the Lender to its address specified at the head of this
Debenture for the attention of: The Managing Director;
(ii) if to the Company to its address specified at the head of this
Debenture or its registered or principal offices for the time being
for the attention of: The Managing Director;
or to such other address telex number (or facsimile number) as may be
notified in accordance with this Clause by the relevant party to the other
party for such purpose,
(b) Every notice demand or other communication shall be deemed to have
been received (if sent by post) 48 hours after being posted postage prepaid
(if posted from and to an address within the Republic of Kenya) or 5
working days after being posted prepaid airmail (if posted from or to an
address outside the Republic of Kenya) and (if delivered personally or
dispatched by telex (subject to receiving the correct telex answerback) or
by facsimile transmission at the time of delivery or dispatch if during
normal business hours on a working day in the place of intended receipt
and otherwise at the opening of business in that place on the next
succeeding such working day,
(c) The Lender and any Receiver may but shall not be obliged to rely upon
and act in accordance with any communication which may be or purport to
be given by telephone or telex (or facsimile transmission) on behalf of the
Company by any person notified to the Lender by the Company as being
authorised to give such communication without enquiry as to the authority
and identity of the person making or purporting to make such
communication. The Company shall indemnify and keep the Lender or
any Receiver indemnified on a full indemnity basis against all losses
claims actions proceedings damages costs and expenses incurred or
sustained by the Lender as a result of relying upon or acting in accordance
with any such communication,
(d) All notices demands or other communications under or in connection with
this Debenture shall be in English.

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32. (a) This Debenture is freely assignable or transferable by the Lender;
(b) The Company may not assign or transfer any of its obligations under this
Debenture or enter into any transaction that would result in any of those
obligations passing to another person;
(c) The Lender may disclose to any person related to the Lender and or any
person to whom it is proposing to transfer or assign or has transferred or
assigned this Debenture any information about the Company and any
person connected or associated with it. The Company represents and
warrants that it has (and subject to any contrary requirement of law will
maintain) any necessary authority by or on behalf of any such persons to
agree to the provisions of this clause;

33. If under any applicable law or regulation or pursuant to a judgment or order being
made or registered against the Company or the liquidation of the Company or
without limitation for any other reason any payment under or in connection with
this Debenture is made or fails to be satisfied in a currency (the “payment
currency”) other than the currency in which such payment is expressed to be due
under or in connection with this Debenture (the “contractual currency”) then to
the extent that the amount of such payment actually received by the Lender when
converted into the contractual currency at the rate of exchange falls short of the
amount due under or in connection with this Debenture the Company as a
separate and independent obligation shall indemnify and hold harmless the Lender
against the amount of such shortfall. For the purposes of this clause “rate of
exchange” means the rate at which the Lender is able on or about the date of such
payment to purchase, in accordance with its normal practice, the contractual
currency with the payment currency and shall take into account (and the Company
shall be liable for) any premium and other costs of exchange including any taxes
or duties incurred by reason of any such exchange.

29
34. (a) No delay or omission on the part of the Lender in exercising any right or
remedy under this Debenture shall impair that right or remedy or operate
as or be taken to be a waiver of it nor shall any single partial or defective
exercise of any such right or remedy preclude any other or further exercise
under this Debenture of that or any other right or remedy,
(b) The Lender’s rights under this Debenture are cumulative and not exclusive
of any rights provided by law and may be exercised from time to time and
as often as the Lender deems expedient,
(c) Any waiver by the Lender of any terms of this Debenture or any consent
or approval given by the Lender under it shall only be effective if given in
writing and then only for the purpose and upon the terms and conditions if
any on which it is given,
(d) The security constituted by this Debenture shall be in addition to and shall
not be prejudiced determined or affected by nor operate so as in any way
to determine prejudice affect or merge in any encumbrance which the
Lender may now or at any time in the future hold for or in respect of the
liabilities of the Company and shall not be prejudiced by time or
indulgence granted to any person or any abstention by the Lender in
perfecting or enforcing any remedies securities guarantees or rights it may
now or in the future have from or against the Company or any other
person or any waiver release variation act omission forbearance
unenforceability indulgence or invalidity of any such remedy security
guarantee or right,
(e) Any certificate or determination of the Lender as to any matter provided
for in this Debenture shall in the absence of a manifest error be conclusive
and binding on the Company,
(f) If at any time any one or more of the provisions of this Debenture is or
becomes illegal invalid or unenforceable in any respect under any law of
any jurisdiction neither the legality validity or enforceability of the
remaining provisions of this Debenture nor the legality validity or

30
 enforceability of such provision under the law of any other jurisdiction
shall be in any way affected or impaired as a result,
(g) This Debenture may be executed in any number of counterparts in which
case this Debenture will be as effective as if all signatures on the
counterparts were on a single copy of this Debenture,
(h) This Debenture is and will remain the property of the Lender.

35. (a) This Debenture is governed by and shall be construed in accordance with
Kenyan Law,
(b) The Company irrevocably agrees for the exclusive benefit of the Lender
that the courts of Kenya shall have jurisdiction to hear and determine any
suit action or proceeding and to settle any dispute which may arise out of
or in connection with this Debenture and for such purposes irrevocably
submit to the jurisdiction of such courts,
(c) Nothing contained in this clause shall limit the right of the Lender to take
proceedings against the Company in any other court of competent
jurisdiction nor shall the taking of any such proceedings in one or more
jurisdictions preclude the taking of proceedings in any other jurisdiction
whether concurrently or not (unless precluded by applicable law),
(d) The Company irrevocably waives any objection which they may have now
or in the future to the courts of Kenya being nominated for the purpose of
this clause on the ground of venue or otherwise and agree not to claim that
any such court is not a convenient or appropriate forum.

36. (a) References to clauses paragraphs and Schedules are to the clauses and
paragraphs of and Schedules of this Debenture,
(b) Except to the extent the context otherwise requires any reference in this
document to “this Debenture” and any other document referred to in it
includes any document expressed to be supplemental to or collateral with
or which is entered into pursuant to or in accordance herewith or therewith
and shall be deemed to include any instruments amending varying

31
 supplementing novating or relating the terms of any such documents from
time to time,
(c) References to a person are to be construed to include corporations firms
companies partnerships individuals associations states and administrative
and governmental and other entities whether or not a separate legal entity,
(d) References to any person are to be construed to include references to that
person’s successors transferees and assigns whether direct or indirect,
(e) References to any statutory provision are to be construed as references to
that statutory provision as amended supplemented re-enacted or replaced
from time to time (whether before or after the date of this Debenture) and
are to include any orders regulations instruments or other subordinated
legislation made under or deriving validity from that statutory provision,
(f) The words “other” and “otherwise” are not to be construed ejusdem
generis with any foregoing words whether a wider construction is
possible,
(g) The words ‘including” and “in particular” are to be construed as being by
way of illustration or emphasis only and are not to be construed as, nor
shall they have effect as, limiting the generality of any foregoing words.

32
IN WITNESS WHEREOF the Company has caused its Common Seal to be hereunto
affixed the day and year first herein before written.

SEALED with the Common Seal of )

GGGGGGGG INDUSTRIES LIMITED )
in the presence of:- )
)
Director )
)
Director/Secretary )

Drawn By:

Gggggggg & Company

Advocates
Gggggggg
Arboretum Drive
P O Box gggggggg
NAIROBI (Ref: V27/16)

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