8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 29, 2005

SIFCO Industries, Inc.

(Exact name of registrant as specified in its charter)

Ohio	1-5978	34-0553950
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

970 East 64th Street, Cleveland Ohio	44103
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (216) 881-8600

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

o      Written communication pursuant to Rule 245 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchanged Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

Effective September 29, 2005, the Company’s Irish subsidiary, SIFCO Turbine Components Limited (“Borrower”), entered into a Debt Purchase Agreement and certain related agreements (collectively, the “Agreement”) with the Governor and Company of the Bank of Ireland (“Bank”). The Agreement expires on September 26, 2006 and covers eligible accounts receivable of the Company’s Irish subsidiary as defined in the Agreement. The maximum amount of this facility is approximately $3.6 million (3,000,000 euro) and the facility’s discounting rate is (i) the Bank’s prime rate plus 2% (4.65% at September 29, 2005) on euro denominated accounts receivable; (ii) the Bank’s cost of funds plus 2.5% (3.55% at September 29, 2005) on U.S. dollar denominated accounts receivable and (iii) the Bank’s cost of funds plus 2.5% (7.125% at September 29, 2005) on British sterling denominated accounts receivable.

The Agreement provides for certain events of default, including failure to pay any sum due to the Bank, failure to comply with covenants, a breach of any representation or warranty made by Borrower, bankruptcy, insolvency, cessation of business, and the occurrence of a material adverse change in the business condition of Borrower. Upon an event of default, the Bank may terminate the Agreement and all outstanding accounts receivable purchased by Bank will be repayable by Borrower to Bank at their recourse price as defined in the Agreement. This facility is secured by one of the Borrower’s buildings.

This facility increases the Company’s consolidated borrowing capacity to approximately $9.6 million, subject to adequacy of collateral. The initial proceeds from this facility of $2.3 million were used to repay a portion of the Borrower’s intercompany indebtedness. The Company applied this payment to the outstanding balance under its $6.0 million revolving credit agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure required by this item is included in Item 1.01 of this Report and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

Exhibit	Description
4.17	Debt Purchase Agreement Between The Governor and Company of the Bank of Ireland and SIFCO Turbine Components Limited
4.18	Mortgage and Charge dated September 26, 2005 between SIFCO Turbine Components Limited and the Governor and Company of the Bank of Ireland

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SIFCO Industries, Inc. (Registrant)
Date: October 4, 2005	/s/ Frank A. Cappello
	Frank A. Cappello
	Vice President – Finance and Chief Financial Officer (Principal Financial Officer

EX-4.17

Exhibit 4.17

DEBT PURCHASE AGREEMENT

Between

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

And

SIFCO Turbine Components Limited

(A Limited Company)

THIS AGREEMENT is made on the date shown in the Particulars below:

BETWEEN

(1)	THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND acting through its office at Lower Baggot Street, Dublin 2 (“We/Us”) and
(2)	THE CLIENT named in the Particulars immediately below (“You”)

		THE PARTICULARS
1.	Date of this Agreement: (Clause 2.1)	September 26, 2005
2.	Name of Client	SIFCO Turbine Components Limited
	Country of Incorporation	Republic of Ireland
	Incorporation Number	83443
3.	Address of Client (Condition 15.3)	Unit 1
		Carrigtohill Industrial Estate
		Cork
4.	Date of our Letter of Offer (Definition of “Preconditions”)
5.	Commencement Date (Clauses 1.1, and 4.1 and definition of “Commencement Date”)	September 29, 2005
6.	Minimum Period this Agreement will operate (Clause 2.1)	12 months
7.	Debts Covered by this Agreement (Clause 4.1)	Debts for the Republic of Ireland and those covered in Appendix 1 and other such Debts as Agreed with Us
8.	Maximum Finance (Clause 1.1 and Condition 3.4)	€3,000,000
9.	Initial Payment Percentage (Definitions of “Availability” and “Initial Payment Percentage”)	80%
10.	Take-on fee (Condition 2.5)	€25,000 once off take on fee (subject to VAT at 21%)

11.	Service Charge (Condition 2.2)	(a)	N/A % of each Notified Debt subject to a minimum of € per annum
		(b)	€6,000 flat fee per annum (subject to VAT at 21%)

12.	Rate of Discounting Charge (Conditions 2.1, 2.3, and 11.16)	Bank of Ireland Prime Rate + 2% on Euro Accounts Bank of Ireland Cost of Funds + 2.5% on US Dollar & Sterling Accounts
13.	Our current charges for electronic funds transfers to you (Condition 3.4.2)	€10.00 per Transaction (for Bank of Ireland Transfers)
14.	The bank account charge is presently (Condition 5.4)	As charged to Us by Bank of Ireland
15.	Arrangement fee (Condition 2.5)	€       N/a
16.	Specified Currencies (Conditions 4 and 6.1.3)	Euro, Sterling, Dollar
17.	Your credit terms (Condition 6.1.1)	Payment due       30            days after       End of the month
18.	Your prompt settlement discount terms (Condition 6.1.1 and 7.1.3)	0       % discount (Unless otherwise agreed with Us)
19.	Your business (Conditions 6.1.3 and 7.1.2)	Turbine Components
20.	Intervals for accounts to be sent to us (Condition 6.2.1(a))	Quarterly
21.	Maximum credit period (Condition 9.1)	3 months
22.	Computerised services (Condition 17.1 and 17.28)	To be provided to you at the annual fee of       €       N/a            plus VAT.
23.	Annexes to this Agreement (Clause 1.2.5)	* None
24.	Additional Precondition (Definition of “Preconditions”)	N/A

1. SUMMARY

1.1

On the terms and conditions of this Agreement we will purchase your Debts which exist on the Commencement Date or, which, after such date, become owing to you by your Debtors. The calculation of the Purchase Price for such Debts includes a deduction for our Service Charge and Discounting Charge. For ease of administration the arrangements for payment of the Purchase Price enables you to draw sums from your Current Account with us up to the amount of your Availability. However the debit balance on that account must never exceed the amount of our Maximum Finance to you which is shown in the above Particulars to this document. From the date of this Agreement we are the owner of all Debts to which this Agreement applies. Accordingly all Remittances received by you in payment of Debts must promptly be delivered to us in accordance with condition 5.4.

1.2

The Agreement between you and us is comprised only of:

1.2.1	this document including the above Particulars;
1.2.2	our standard terms and conditions for the purchase of debts (Edition A/2001) which you acknowledge having received, read and understood and which we refer to as the “Conditions”;
1.2.3	the Preconditions;
1.2.4	our User Guide, if the Particulars shows that we are providing you with our Computerised Service;
1.2.5	any annexes referred to in the Particulars.

Where there is any conflict or inconsistency between any of the items in clauses 1.2.2 to 1.2.5 inclusive and this document then this document shall prevail. References to this “Agreement” include all of the above documents and any variation, amendment and replacement of or extension to any of them. Any letter of offer provided has no legal effect other than in respect of the Preconditions therein.

1.3	References to “clauses” are to clauses in this document. References to “conditions” are to the numbered sections in the Conditions. Defined words, which appear in the text of the Agreement with an initial capital letter, are explained in Condition 18.
1.4	Except where the Agreement provides to the contrary any variations to this Agreement can only be made in the following ways:

1.4.1	either in writing signed on behalf of both parties even if comprised in more than one document; or
1.4.2	by a written proposal from us to you to amend this Agreement in respect of which you do not exercise your right of termination under clause 2.2

Any reasonable amendments to the User Guide made by us alone shall be binding on you.

2.	COMMENCEMENT AND TERMINATION OF RELATIONSHIP
2.1	Our contractual relationship starts on the date of this Agreement and will (subject to clause 2.3) continue for the Minimum Period stated in the Particulars.
2.2	Either you or we may terminate this Agreement by giving written notice to the other of not less than six (6) months. However if we serve on you a written proposal under clause 1.4.2 to amend this Agreement you may serve written notice on us to terminate this Agreement forthwith provided such notice is served on us within fifteen (15) working days after service on you of such proposal.
2.3	Any time after the occurrence of an Event of Default, we can also terminate this Agreement by written notice to you with immediate effect or by written notice to you of such period as we may decide.
3.	PRECONDITIONS
3.1.	No Initial Payments will be made by us to you until the Preconditions in the Particulars have been complied with. However if we make an Initial Payment before any such Preconditions have been complied with we shall be taken as having waived the same unless at or before the time of making such Initial Payment we state that the same is made without waiver.

DEBTS COVERED BY THIS AGREEMENT

4.1	This Agreement covers all your Debts (and their Related Rights) referred to in the Particulars which either exist at the Commencement Date or which thereafter come into existence during the currency of this Agreement. Each such Debt in existence on the Commencement Date shall vest in us on that date. Each Debt coming into existence after the Commencement Date shall vest in us at the moment that such Debt is created, although its Related Rights shall vest in us the moment they are created if later than the date of creation of the Debt.
5.	POWER TO ACT IN YOUR NAME
5.1	As security for your obligations to us and for all sums which shall become due to us, you irrevocably appoint us and our Directors, Company Secretary and officers, from time to time, jointly to and each of them severally to act as your attorneys and in your name, as we or they think fit, in order to do any of the following (a) perfect our title to or deal with any Debt, its Related Rights or Returned Goods; (b) obtain payment of and give valid discharges for any Debt (including Disapproved Debts or Recourse Debts); (c) secure performance of any of your obligations to us or to any Debtor.
5.2	For these purposes, your attorneys may do any of the following (a) sign all documents, including Notifications; (b) endorse or negotiate Remittances; (c) conduct, defend or compromise any legal proceedings; (d) settle any indebtedness of yours; (e) take all other steps they reasonably consider necessary.
5.3	These powers shall continue both during and after the ending of this Agreement and during any disability on your part until all sums due to us shall be paid. You must ratify and confirm whatever shall be lawfully done under these powers.
5.4	You also irrevocably appoint any assignee of ours or any person to whom we may novate this Agreement to perform any of the acts set out above. In your name we may also appoint and remove a substitute attorney for any of the above matters.
6.	GOVERNING LAW
	This Agreement shall be governed by and construed in accordance with the laws of Ireland. Both you and we submit to the non-exclusive jurisdiction of the Irish Courts.
7.	EXECUTION OF THIS DOCUMENT

You acknowledge your complete understanding of the rights and liabilities of each party contained in this document. To indicate the consent of both of you and us to the terms and conditions of this Agreement both you and we have executed this document as set out below. By doing so you also confirm having had the prior opportunity to take independent legal advice about the contents of this document and the Conditions and any other document referred to in clause 1.2.

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND	)
	)
Full Names (Block Capitals)	)	(Authorised Signatory)
	)
Full Names (Block Capitals)	)	(Authorised Signatory)
The Common Seal of	)

SIFCO Turbine Component      Limited	) )
was affixed hereto in the presence of:	)
Jeffrey P. Gotschall	)	/s/ Jeffrey P. Gotschall
Full Names (Block Capitals)	)	(Director’s Signature)
Timothy V. Crean	)	/s/ Timothy V. Crean
Full Names (Block Capitals)	)	(Director’s Signature)

THESE ARE THE TERMS AND CONDITIONS
INCORPORATED INTO

THE DEBT PURCHASE AGREEMENT

Between

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

and

this Client

SIFCO Turbine Components Limited

(which are signed for identification by the Client or by one of the signatories signing the Agreement on
behalf of the Client)

CLIENT’S NAME:	SIFCO Turbine Components Limited
SIGNATURE:	/s/ Timothy V. Crean
FULL NAMES OF SIGNATORY:	Timothy V. Crean

Order of Conditions

1.	Notification of our ownership of debts and related rights
2.	Purchase price of debts, service discounting and other charges
3.	Accounts and payments
4.	Currencies other than the specified currency
5.	Collection of debts and agency
6.	Your undertakings to us
7.	Warranties
8.	Funding limits and disputes with debtors
9.	Recourse
10.	Indemnities
11.	Termination
12.	Licence
13.	Our rights of set-off
14.	Preservation of rights
15.	Notices
16.	Contacting other parties
17.	Computer services
18.	Definitions and interpretations

List of Defined Terms

Adopted Protocol	Euro	Outstanding Debt
Agreement	Euro Unit	Particulars
Approved	Event of Default	Participating Member
State
Assignment	Event of Insolvency	Preconditions
Associate	Evidence	Purchase Price
Availability	Force Majeure	Recourse
Business Day	Funding Limit	Recourse Debt
Collection Agent
Collection Date	Goods	Recourse Price
Commencement Date	Guarantor	Related Rights
Computerised Service	Initial Payment	Remittance
Conditions	Initial Payment Percentage	Sales Ledger Control
Account
Conversion Rates	Invoice	Service Charge
Current Account	Maximum Finance	Software
Data Log	Message	Specified Currency
Debtor	Minimum Service Charge	Supply Contract
Debt	Non-Notifiable Debt	Transferred Goods
Delivery	Notification	Treaty on European
Union
Disapproved Debt	Notified Amount	User Guide
Discounting Charge	Notified Debt
Equipment	Obligations

Important Note These Terms and Conditions are integral to and must be read together with the Debt Purchase Agreement entered into between you and us. Please note that certain words (commencing with an initial capital letter) have specific meanings. These are explained in condition 18.

1.	NOTIFICATION OF OUR OWNERSHIP OF DEBTS AND RELATED RIGHTS.
1.1.	On the Commencement Date you must deliver a Notification of all Debts Outstanding on such date. When a Debt comes into existence after the Commencement Date you must deliver to us a Notification listing all Debts created by you since your last Notification to us. Notifications must be on the forms provided by us and at such intervals as we specify. We may also ask you to send us an Assignment relating to such Debts as we may specify. If we ask you will also deliver to us all documentation relating to or evidencing any Debt or its Related Rights.
1.2	If you are unable in relation to any Debt to give to us all of the warranties and undertakings set out in these Conditions then you must clearly indicate this to us by including such Debt on a separate Notification containing full details as to why you cannot give us all the warranties and undertakings required. This will neither affect our ownership of the Debt (and its Related Rights) nor our right to exercise Recourse in respect of such Debt.
1.3	If any Goods relating to a Debt vested in us are returned or rejected by a Debtor or are recovered by you then the ownership of such Goods will vest automatically in us upon their return, rejection or recovery. We can direct you to transfer to us the ownership of any Goods relating to a Notified Debt if their ownership has for whatever reason not passed to the Debtor.
1.4	You agree to hold in trust for us and separately from your own property any Debt or its Related Rights where ownership thereof fails to pass to us under this Agreement.
1.5	You will remain solely responsible to Debtors for your performance under a Supply Contract.
2.	PURCHASE PRICE OF DEBTS, SERVICE, DISCOUNTING AND OTHER CHARGES
2.1	The Purchase Price of each Notified Debt (together with its Related Rights) vested in us shall be the sum equal to the amount received by us towards the discharge of the Debt but less (a) any Debtor’s prompt settlement discounts to which he is entitled or are later claimed; and (b) any other later claimed Debtor’s deductions, abatements or set offs, which the debtor is entitled to by contract with us; and (c) the Discounting Charges and Services Charges and all other sums due to us, including the amount of your Obligations.
2.2	The Service Charge to be used in calculating the Purchase Price of a Debt shall be a sum equivalent to the percentage (specified in the Particulars) of the Notified Amount of such Debt, ignoring any allowance or discount allowed to or claimed by the Debtor.
2.3	The Discounting Charge to be used in calculating the Purchase Price of every Debt for which an Initial Payment is made will be arrived at by applying the rate per annum specified in the Particulars calculated on a daily basis using a 365 day year on the balance of all Initial Payments made to you less any Remittances received by us. For the purpose of this calculation any amount debited to the Current Account is to be treated as an Initial Payment. A Remittance is to be treated as being received on its Collection Date. The Discounting Charges will be debited to the Current Account once a month.
2.4	If the aggregate amount of Service Charges payable by you in respect of all Notified Debts falls below the minimum level of Service Charges specified in the Particulars in any year starting on the Commencement Date of this Agreement or on any anniversary thereof, you will pay the difference to us. This amount shall be payable monthly on the basis of provisional calculations made by us.

	Any necessary adjustments will be made at the end of each such year. If the Agreement is not terminated on an anniversary of the Commencement Date then a pro rata amount of any shortfall in the annual Minimum Service Charge in respect of the year of termination will be payable by you.
2.5	The take-on fee referred to in the Particulars shall be payable to us immediately after the Commencement Date and be debited to the Current Account. The arrangement fee referred to in the Particulars shall be paid to us on or before the Commencement Date.
2.6	If we agree to provide you with services outside the scope of this Agreement you will be responsible for our reasonable charges and expenses for such services.
2.7	Value Added Tax and other similar or analogous taxation is payable, where applicable, on all charges under this Agreement.
3.	ACCOUNTS AND PAYMENTS
3.1	We will debit the Notified Amount of a Debt to the Sales Ledger Control Account. We will credit to that account all Remittances received by us, credit notes issued by you and any other matters which reduce the value of any Debt.
3.2	We will also maintain a Current Account in your name to which we will debit (a) all payments made by us to you; (b) the items to be deducted under condition 2.1 in calculating the Purchase Price (at any time after we are Notified of a Debt even if before receipt of the relative Remittance); (c) the amount of your Obligations.
3.3	We shall credit your Current Account with (a) the amount of all Remittances credited to the Sales Ledger Control Account; (b) any payments made by you to us.
3.4	Provided you comply with the Preconditions you can at any time request us to make a payment up to the lesser of either the amount of your Availability or the amount of our Maximum Finance on the following basis:

3.4.1	the payment will be made by cheque or in such other way as may be agreed between us and you;
3.4.2	certain methods of payment may give rise to charges, which are variable from time to time; our current charges for electronic funds transfer are set out in the Particulars;
3.4.3	once we have properly despatched a cheque or other written instrument of payment to you or we have otherwise made a payment to you all risk and damages through any delay in its receipt by you or in your failure to receive the same shall be borne by you, except where such risk or damage is caused by our gross negligence, wilful default or fraud ;
3.4.4	no payment will be made to you which causes the debit balance on the Current Account to exceed the Maximum Finance shown in the Particulars.

3.5	Any amount withdrawn by you in excess of your Availability must forthwith be repaid by you on demand, unless we have already exercised set-off against monies due in respect of further Notifications.
3.6	You hereby irrevocably authorise us (without the requirement of any further act of authorisation) to make payment of or on account of any credit balance appearing on any Debtor’s account howsoever arising.

3.7	We will send you a monthly statement of the Current Account. Such statement shall be treated as correct and binding on you except for manifest error or errors in law or any error advised by you to us within 30 calendar days of our despatch of such statement. We will promptly provide you, on request, with explanations of any queries you may have in relation to such statements.
3.8	Your right to payment of the Purchase Price of Debts is only exercisable by withdrawal from the Current Account and within the limits and restrictions imposed under this Agreement and subject to such rights in respect of the monies on the Current Account or the Purchase Price as we may have.
4.	CURRENCIES OTHER THAN THE SPECIFIED CURRENCY
4.1	We will pay you the Purchase Price in the Specified Currency unless you and we both otherwise agree. Where a Debt is expressed in another currency (or where we receive a Remittance in a currency other than that of the Debt) then we may at our discretion convert the amount of the Debt or the Remittance to the Specified Currency. All conversions by us from one Euro Unit to another Euro Unit for whatever purpose will be made by reference to the Conversion Rates. Any other conversions will be made at the prevailing spot rate of the Bank of Ireland for the purchase of the second currency with the first, as at the time of conversion. All exchange rate losses, all costs of collecting and converting Debts expressed in currencies other than Euro Units or Irish Pounds and any other currency losses incurred by us shall be borne by you and may be debited by us, without further notice, to the Current Account.
5.	COLLECTION OF DEBTS AND AGENCY
5.1	We have the sole right to enforce payment of and collect any Debts which vest in us under this Agreement. We also have the sole right to institute, defend or compromise legal proceedings in respect of such Debts in our own name or in your name in such manner and on terms as we may, acting reasonably, in our discretion think fit. Following any compromise you will be bound by any corresponding reduction in the Purchase Price. You must co-operate in such enforcement, collection or proceedings, including the provision of witnesses or the production of documents.
5.2	Even though we have the sole right to enforce and collect Debts, as set out in condition 5.1, we now appoint you as our undisclosed agent for the purpose of administering the accounts of Debtors and procuring payment of Debts. You accept such appointment and undertake to act promptly and efficiently in carrying out such tasks. You will not act as our agent except for such purposes.
5.3	We shall have the right at any time to cancel your agency created by condition 5.2 by written or oral notices to you in relation to the Debts of all or any Debtors and to appoint a Collection Agent.
5.4	Whilst you have our agency to collect Debts we will not disclose our ownership of Debts to your Debtors. However we may use your name to verify Debts directly with Debtors or through a third party reporting directly to us. Until further notice we will use Professional Audit Services Limited (a limited liability company incorporated with number 033487) to verify Debts on our behalf. You will provide us with signed letters to Debtors authorising them with such wording as we may require to provide information to us or to such third party as and when asked for. If your agency is terminated we may communicate with your Debtors as we see fit and also fully exercise our rights under Condition 5.1 and copy, date and despatch the letters referred to in Condition 5.7.
5.5	If at any time you receive any Remittance you must promptly deliver it to us, or to a bank account specified by us. Pending such delivery you will hold the Remittance in trust for us and separate from your own monies. You will reimburse us the bank account charge referred to in the Particulars. Such charge reflects those made to us by our banks for maintaining the account into which you are required to pay Remittances. If we increase our bank charges, and we notify you of such increases, then the amount reimbursed by you will also increase.

5.6	Where it is necessary for collection by us you will duly endorse any Remittances received by you. You must give us such instructions and indemnities as they may request in relation to any Remittances made payable to you which are non-transferable.
5.7	You must exercise such rights that you may have, under any Supply Contracts, which enable you to recover Goods, in accordance with our requirements. You will promptly deal with all Transferred Goods as we instruct. If you fail to do so then we may notify any appropriate person of our ownership of Transferred Goods in order to exercise our rights in and deal with the Transferred Goods as we see fit. Any sums expended by us in so doing may be debited to the Current Account and shall be repayable by you to us on demand. You will be bound by anything done by us or at our direction in this regard.
5.8	You will deliver to us, upon the execution of this Agreement an undated letter (in such form as we may require) which we may copy and amend in order to advise Debtors of our interest in Debts created by you (or such of them as we may specify).
6.	YOUR UNDERTAKING TO US
6.1	Unless we have agreed to the contrary, then whilst this Agreement is in force and until you have paid all monies owing to us, you undertake:

6.1.1	to make sure that the credit and prompt settlement discount terms for each Debt are not more generous than those appearing in the Particulars and that these appear on every Invoice and all copies;
6.1.2	not to cancel or vary the relevant Supply Contract, or any applicable payment terms or settlement discounts, after Notifying us of the Debt, unless you have our prior written consent;
6.1.3	to make sure that every Supply Contract shall (a) only be made in the ordinary course of your business stated in the Particulars; (b) provide for payment by the Debtor in a Specified Currency (or other currency approved by us); (c) not include any prohibition against the assignment of the Debt; (d) correctly identify the Debtor; and (e) be subject to such other approvals as we may specify;
6.1.4	not to:

(a)	enter into (or allow any Associate to enter into) any agreement (or option for any agreement) for the factoring, charging, declaring in trust, assigning or discounting of Debts (covered by this Agreement) with any other party or any arrangement prejudicial to our outright ownership of Debts;
(b)	delegate any of your responsibilities under this Agreement, without our prior written consent;
(c)	to create or permit to subsist any mortgage, charge, lien or other encumbrance of any nature on or affecting any part of your undertaking, property and assets, other than in our favour, without our prior consent;

6.1.5 to tell us immediately you become aware of any of the following:

(a)	details of any change or contemplated change in the directors or the control of your company, any guarantor or indemnifier of your liabilities to us;
(b)	details of any threatened or pending Event of Insolvency, Insolvency proceedings against you or against any such Guarantor or indemnifier;

(c)	details of any adverse credit information about a Debtor in respect of whom Debts have been Notified;
(d)	any security-holder enforcing (or taking any steps towards enforcing) its security over any part of your assets or undertaking;
(e)	any floating charge given by you being crystallised or becoming converted into a fixed charge;
(f)	all retrospective or quantity discount structures agreed with Debtors;

6.1.6 when we ask and within 10 days of a request:

(a)	to give us such information about your Debtors as we may require;
(b)	to give us evidence (including proof of delivery) satisfactory to us of any order or the completion of any Supply Contract;
(c)	to take out and/or keep in force insurance, under which we are the loss payee, against loss by reason of the destruction of any of the records and documents included in or pertaining to the Related Rights by fire or such other perils as we may specify with an insurer approved of by us and produce the premium receipt within seven days of any renewal date, failing which we may take out such insurance and/or pay such premium at your expense;

6.1.7	not to Notify us, until we tell you of any Debt (a) which is within any category that we may designate in our discretion; or (b) whilst the Goods pertaining to such Debt are held by you or a third party, pending physical delivery to the Debtor or to the Debtor’s Carrier;
6.1.8	to keep us fully advised of the identity, phone numbers and addresses of all your Debtors, Associates and Suppliers;
6.1.9	to perform promptly all your further and continuing responsibilities to a Debtor;
6.1.10	if we ask, to sign any additional documents and do anything we need to exercise or preserve our rights, to sign assignments of Debts or to endorse any instrument or security included in the Related Rights in our favour or in favour of our nominee or nominees;
6.1.11	to make sure that your warranties to us about a Debt are complied with whilst it is Outstanding and promptly to advise us should you become aware of any breach of your warranties or undertakings in this Agreement;
6.1.12	to ensure that all Debts referred to in a Notification are in the same currency and that Debts in different currencies are separately Notified to us; and
6.1.13	to take all such steps as we may require for the protection of our interests in Debts under or arising out of this Agreement or in mitigating any loss we may suffer and to tell us immediately of anything which might reasonably influence our decision at any time to continue with this Agreement on these terms.
6.1.14	Immediately we ask:

(a) to make sure that in relation to your sole trader and unlimited partnership Debtors your processing of information about them (including any transfers to us) complies in all respects with the Data Acts, and that the data are accurate;

(b)	to advise us promptly should you receive any notice alleging non-compliance with the Data Acts;
(c)	to advise us promptly of all changes made to information transferred to us or of any blocking operation that has taken place subsequent to you receiving a request from a Data Subject;
(d)	to advise your sole trader and unlimited partnership Debtors about how you process information about them, your disclosure of it to us and the use we will make of such information, and to obtain consent to that disclosure and to our supplying it to and making searches with our credit reference and fraud prevention agencies.

6.2 You undertake at all times during the currency of this Agreement and thereafter until all monies due to us under this Agreement have been paid:

6.2.1 to deliver to us:

(a)	a balance sheet and a trading and profit loss account containing such information as we may require at the intervals specified in the Particulars;
(b)	a statement (in a form specified by us) of your outstanding liabilities at any particular date, within 10 days of our request for the same;
(c)	audited accounts within 180 calendar days of the end of each of your financial years;
(d)	a reconciliation of the entries on your control accounts with the entries on our records of amounts due in respect of each Debt at a point of time specified by us, to be received by us not later than the 10th day of each month (except whilst you have the benefit of our Computerised Service); and
(e)	such other accounts or statements, as we may reasonably request, of your financial position or affairs or reports and copies of records showing the position of accounts of Debtors.

6.2.2	upon our request to procure that your auditors report directly to us on any matters relating to Debts;
6.2.3	if applicable, to obtain and procure the maintenance of a Tax Clearance Certificate pursuant to Section 1095 of the Taxes Consolidation Act 1997.

7.	WARRANTIES
7.1	By Notifying us of a Debt you will be treated as having given all of the following warranties to us, namely that insofar as you are aware:

7.1.1	all the particulars contained in the Notification are correct and complete, the Debt has not been previously Notified to us and all undertakings given to us have been complied with;
7.1.2	each Debt relates to an actual and bona fide sale of Goods which have been Delivered or services completely performed for the Debtor in pursuance of a Supply Contract made in the ordinary course of your business as specified in the Particulars;
7.1.3	the Debtor will pay the Notified Amount of the Debt without any claim for set-off, counterclaim, contra account, retention or abatement (except pursuant to any agreed prompt settlement discount terms which must not be more generous than those set out in the Particulars or as advised to us prior to Notification of the Debt);

7.1.4	you have the absolute right to transfer the Debt to us and, except in our favour, it shall remain free from any tracing or other rights adversely affecting the Debt, the Goods or the proceeds, including claims by any supplier to you;
7.1.5	the Debtor has an established place of business;
7.1.6	our ownership of the Debt will not violate any laws or agreement affecting you and all relevant legislation and regulations applying to the Supply Contract and the Goods have been complied with;
7.1.7	no facts exist which affect and nothing will happen which will affect our ability alone and in our name to collect the Debt following the giving of notice of assignment to the Debtor;
7.1.8	the correct name and address of the Debtor and any required purchase order number appears on the Invoice; and
7.1.9	the Debt is one to which this Agreement applies and the Invoice or credit note identifies the currency for payment or credit in a Specified Currency.
7.1.10	you have made all necessary notifications and registrations needed under the Data Acts including, without limitation to the generality of the foregoing, notifications required under section 2D. of the Data Protection Act 1988 as inserted by the Data Protection (Amendment) Act 2003;
7.1.11	any data regulated under the Data Acts transferred to us complied with the Data Acts;
7.1.12	except as previously disclosed to us in writing, you have not received any notice or allegation from the Data Protection Commissioner or a Data Subject alleging any non-compliance with the Data Acts and that no blocking information has taken place pursuant to a request from a Data Subject;
7.1.13	you have advised us of all changes made to information previously sent to us which you have amended following a request from a Data Subject.

7.2	You warrant that prior to entering into this Agreement you have disclosed to us every fact or matter known to you or which you should have reasonably known might influence us in our decision whether or not to enter into this Agreement on these terms and to accept any person as a Guarantor of your liabilities to us.
8.	FUNDING LIMITS AND DISPUTES WITH DEBTORS
8.1	We may in our absolute discretion establish a Funding Limit in relation to any Debtor. We are not a credit reference agency. We have no responsibility to you in respect of any such Funding Limit. The Funding limit will determine the extent to which we shall be willing to make Initial Payments in respect of Debts owed to you by that Debtor. It must not be taken as an indication of the creditworthiness of the Debtor.
8.2	We may alter or withdraw a Funding Limit by written or oral notice to you and the withdrawal or alteration shall take effect immediately upon such notice. You must not disclose to a Debtor or any other person the amount, existence, alteration or withdrawal of any Funding Limit.
8.3	If for any reason a Debtor disputes its liability to pay the full Notified Amount of any Debt (less any discount or allowance approved by us), you must (a) immediately notify us of such dispute; (b) use your reasonable endeavours promptly to settle such dispute; (c) and upon such settlement issue any necessary credit note.

9.	RECOURSE
9.1	We shall have Recourse in respect of every Disapproved Debt and every Debt which remains Outstanding at the end of the maximum credit period referred to in the Particulars.
9.2	Recourse shall be exercised by us serving a notice on you of Recourse in relation to the Debt. This shall constitute our demand for payment from you of the Recourse Price. Immediately you receive information from us of Recourse you must pay the Recourse Price to us. The ownership of every Recourse Debt (together with any Related Rights pertaining thereto) shall not pass to you until the Recourse Price of all Outstanding Recourse Debts has been fully discharged.
9.3	Following the transfer back to you of the ownership of any Debt we shall credit the Current Account with the amount of any Remittance received relating to such Debt (after deduction from such amount of all legal fees and other expenses reasonably incurred relating to or in any way connected with its recovery).
10.	INDEMNITIES
10.1	You will indemnify us and keep us indemnified and hold us harmless from and against:

10.1.1	all claims made by a Debtor against us (save any claims arising exclusively out of our gross negligence, wilful act or default); and
10.1.2	against all costs, charges, commissions, fees and expenses (including legal and other costs, fees, stamp duty and penalties) incurred by us or arising from or connected with any of the following:

(a)	entering into amending or enforcing the provisions either of this Agreement or of any security given in support of your liabilities to us;
(b)	enforcing or attempting to enforce payment and collection of any Debts including collection by a Collection Agent or in settling any disagreement with or claim by a Debtor (whether justified or not) or securing the release of any Debt or its Related Rights from any trust, lien, pledge, charge or other encumbrance;
(c)	any indemnity required by us or our bankers in connection with their collection of any Remittance;
(d)	our acting upon instructions purporting to come from any person acting on your behalf without our having to check the validity or absence of any authority to act on your behalf.

10.2 We shall not be in any way liable or responsible to you or to any other person for any loss or damage arising from any act, default, omission, or other misconduct (other than willful misconduct) on the part of any Collection Agent, which we may appoint.

11.

TERMINATION

11.1

Upon or at any time after the occurrence of an Event of Default we shall have the right to terminate this Agreement forthwith. Whether or not we exercise such right to terminate we shall also have the right at any time after an Event of Default immediately to cancel your agency created by condition 5.2 by written or oral notice to you in relation to the Debts of all or any Debtors and to appoint a Collection Agent. The grant of this right to us does not affect any similar rights given elsewhere in the Agreement which are exercisable at other times.

11.2

Upon the cancellation of your agency created by Condition 5.2 and/or the appointment of a Collection Agent you must immediately deliver to us all your books, ledgers, records, print-outs, computer and other data relating to Debts, Related Rights and Debtors’ Accounts. Upon or at any time after the cancellation of such agency we will give notice to the appropriate Debtors (1) of the assignment to us of your outstanding and future debts; and (2) that your agency has been withdrawn; and (3) of our payment instructions for the future.

11.3

Upon or at any time after the cancellation of your agency we shall have the right (but shall not be obliged):

11.3.1	to settle or compromise any dispute referred to in condition 8.3 or to require you to settle or compromise it on such terms as we think fit; and
11.3.2	to grant time to any Debtor for payment or grant any other indulgence or alter or vary the terms of any Debt, its Related Rights or the relative Supply Contract;
11.3.3	to perform your obligations under any Supply Contract and you will be bound by anything we do under such rights.

11.4 After the cancellation of your agency:

11.4.1	you must use your best endeavours to ensure that payments by the Debtors are made directly to us or if a Collection Agent has been appointed to the Collection Agent. You will still be bound by Conditions 5.5 to 5.7 inclusive;
11.4.2	you must promptly advise us, in such manner and with such documents as we may require, of all credit notes which you issue to Debtors;
11.4.3	we shall have the right to give you notice specifying that no credit notes to Debtors may be authorised or issued by you without our consent and thereafter (a) you must comply with such notice; and (b) you will deliver to us the originals of all credit notes which you wish to issue; and (c) we shall, if we approve such credit notes, despatch the same to the Debtors in question with such notices as we see fit.

11.5 Upon the ending of this Agreement, for whatever reason:

11.5.1	all Outstanding Debts will be treated as Disapproved Debts and subject to Recourse at their Recourse Price;
11.5.2	without our consent you must not attempt to cancel any notices of assignment given to Debtors or attempt to collect any Debts until you have paid all the Recourse Prices due;
11.5.3	we shall continue to own all Debts until the Recourse Price of all Debts has been paid;
11.5.4	you will pay us the value of all credit balances on Debtors’ accounts and until such payment you will indemnify us in respect of all claims by Debtors for repayment;
11.5.5	you will not Notify us of any Debts arising after the date on which this Agreement ends; and
11.5.6	we shall pay you any credit balance on the Current Account less the amount of your Obligations but allowing at least ten calendar days for clearance of Remittances.

11.6 Except as otherwise provided, the ending of this Agreement however happening shall not affect your and our respective rights and liabilities in respect of (a) any Debts which shall have come into existence prior to such termination; and (b) all transactions or events having their inception prior to

such termination, including the continued running of the Discounting Charge and our rights to set-off monies or combine accounts.

	Such rights and liabilities (including the continuation of the Discounting Charge) shall remain in full force and effect until all monies due to us and all monies due from us to you shall have been paid.
11.7	Any discharge of your Obligations to us or any discharge of a Debt shall be of no effect to the extent that any receipt by us shall later be set aside under insolvency law.
11.8	If we demand that you pay us any money or we issue proceedings against you then you will, save in the case of manifest error, accept a certificate signed by our Company Secretary or a Director or any duly authorised officer as to (a) the balances on the Sales Ledger Control Account, the Current Account or any Debtor’s account or (b) the amount of any loss or damage suffered by us or of your Obligations or of any other amount payable to us. Such certificate shall be conclusive evidence of the balance, loss, damage or amount so certified. We will provide you with a copy of our calculations in support of such certificate.
12.	LICENCE
	You authorise and license any official or duly authorised representative or agent of ours, at any time during any Business Day and after an Event of Default at any time to enter upon any premises at which you or your agents carry on business and to inspect and (at your expense) take copies of any records or documents relating to the Debts or the Related Rights and/or remove any such books, records or documents. This authorisation and licence shall continue, even though this Agreement may be terminated, until all your Obligations to us have been fully discharged.
13.	OUR RIGHT OF SET-OFF
	Upon the occurrence of an Event of Default and thereafter until all your Obligations to us have been discharged, we may, without notice or other formality, combine any two or more accounts maintained by us in your name. Whether or not we exercise such right of combination we can also, after the occurrence of an Event of Default, set-off the amount of your Obligations against any sum owing by us to you (including, without limitation, any credit balance to which you are entitled on any account with us). Alternatively we may debit your Obligations to the Current Account. Any sum we owe to you will be credited to the Current Account (unless we choose to set-off the amount of such sum against the amount of your Obligations). If we cannot ascertain the amount of your Obligations then we may make a reasonable estimate of them and debit or set-off the amount so estimated and will confirm the details of such estimate with supporting calculations within 5 working days of such debit or set-off. Any amount so debited to the Current Account, after an occurrence of an event of default shall be treated as an Initial Payment.
14.	PRESERVATION OF RIGHTS
14.1	Our rights under this Agreement shall not be affected in any way by the granting of time or indulgence by us to you or to any person nor by any failure or delay by us in the exercise of any right or option or otherwise.
14.2	We shall be entitled to rely, without further enquiry or verification, upon any act done or document signed or communication sent by whatever method by any person purporting to act, sign or send on your behalf. Faxed or electronic instructions or a photostat copy thereof shall be conclusive evidence of such instructions. No further confirmation or other communication will be required. In the event of any conflicting confirmation or other communication, the faxed or electronic instructions shall prevail.

14.3	This Agreement contains all the terms agreed between you and us to the exclusion of any agreement, statement or representation however made by or on our behalf prior to the execution of this Agreement except for any Preconditions. All implied terms and conditions are expressly excluded to the fullest extent permissible by law. However, nothing in this Agreement shall operate to excuse us from liability caused by the gross negligence, wilful default or fraud of any of our officers.
14.4	We may use all or any of the rights and remedies contained in this Agreement. They are not exclusive of each other or of any rights or remedies given to us by law. If we choose not to enforce or cannot enforce any term, this will not affect our right to enforce the rest of the Agreement or to enforce that term at a later date. Where we have any discretion it is an absolute discretion. Where you are required to do anything you will be responsible for all expenses.
14.5	To the fullest extent permitted by law we shall not be liable to you for any consequential, secondary or indirect loss, injury or damage or any loss of or damage to goodwill, profits or anticipated savings (however caused). However, nothing shall operate to excuse us from liability to any extent caused by the fraud, gross negligence or wilful default of any of our officers.
14.6	We shall have no liability to you if we are delayed in or unable to perform our duties directly or indirectly because of an event of Force Majeure.
14.7	Any waiver or apparent waiver by us of any breach of any obligation or provision contained in this Agreement cannot be treated as a general waiver or be construed as implying or establishing consent to any subsequent breach.
14.8	We may novate to any other party any or all of our responsibilities, rights and remedies under this Agreement provided that if such novation will result in any increased costs to you we will obtain your prior approval. This Agreement shall then bind and ensure to the benefit of our successors and assigns.
14.9	Except where the context otherwise requires, references to “we” or “us” includes our successors, assignees and transferees in clauses and conditions conferring benefits and/or rights on us; in clauses and conditions imposing responsibilities on us, such references extend to such successors, assignees and transferees only if they shall specifically assume such obligations. If they do not assume such responsibilities we will remain subject to such responsibilities.
14.10	You must not, without our written consent, assign or charge any of your rights or delegate any of your duties under this Agreement. You will not dispose of any part of your business, assets or undertaking, except in the ordinary course of your business stated in the Particulars. You must not create any mortgages or charges on or over your assets or undertaking without our prior written consent.
15.	NOTICES
15.1	Any notice or demand made by us shall be validly served if:
15.2	handed to any officer of yours (whereupon such notice or demand shall take effect immediately);
15.3	sent by post or delivered to your registered office or your address stated in the Particulars or last known to us or your place of business (where such notice or demand is sent by post it shall be treated as being received by you two Business Days after posting; where such notice on demand is delivered it shall take effect immediately);
15.4	sent by means of electronic transmission to any number of yours made known to us (whereupon such notice or demand shall take effect upon its transmission);
16.	CONTACTING OTHER PARTIES

16.1	We may disclose to any company in the Bank of Ireland Group or to your bank, auditors, accountants and other professional advisers any information about you which they may ask for.
16.2	We may obtain from any company in the Bank of Ireland Group or from your bank, auditors, accountants and other professional advisers any information they may hold about you.
16.3	We may disclose this Agreement and any information which we have obtained in carrying out this Agreement:

16.3.1	to any actual or potential assignee, transferee or sub-participant;
16.3.2	to any agency, security trustee, agent and/or arranger in connection with any financing of any such assignee, transferee or sub-participant;
16.3.3	in any listing particulars, prospectus or offering circular;
16.3.4	to our professional advisers and/or agents or to any person engaged by us for the purposes of collection of Debts outside Ireland; or
16.3.5	as may be required by law.

16.4	You must keep any information about us or the operation of this Agreement or the Computerised Services confidential and not disclose such information to any other party, except as required by law. However this will not apply to any information which comes into the public domain other than through a breach by you of this condition.
17.	COMPUTERISED SERVICES
17.1	Where the Particulars indicate that we are to provide you with our Computerised Services then the terms of this condition 17 and the contents of our User Guide are to apply to all Messages and your use of the Computerised Services.
17.2	All Messages shall be transmitted using the Adopted Protocol and in accordance with the provisions of the User Guide.
17.3	You will provide the Equipment. We will supply one copy of the necessary Software duly licensed and one copy of the User Manual. We will at all times remain the owner of the Software and the User Manual.
17.4	Before you can gain access to our Computerised Services, you must be in possession of an identity code together with an initial password which we will allot to you.
17.5	Once the initial password has been allotted to you it is your responsibility to change this password immediately in accordance with the User Guide. Furthermore, you are responsible for the allocation of subsequent passwords in accordance with the User Guide.
17.6	The initial allotted password and all subsequent passwords must be kept confidential by you. You must also keep secret and confidential all user numbers, test keys, access codes and security procedures. You must take all necessary security measures to prevent any unauthorised person knowing such passwords, user number, test keys, access codes and security procedures or obtaining unauthorised access to our Computerised Services. We have no duty or power to supervise the use of the passwords by you. We will not be responsible for the consequences of the unauthorised use of passwords or other security procedures.

17.7	You must promptly tell us if you suspect any password or the items referred to in condition 17.6 have fallen into unauthorised hands. We will then take all reasonable steps to ensure that we do not act upon any Message received using an unauthorised password.
17.8	You undertake to us that you will:

17.8.1	make suitable contingency arrangements to cover system, communication or operating failures, suspension or withdrawal of the Computerised Services or any failure of the Equipment;
17.8.2	ensure that all Messages you send are correct and complete;
17.8.3	tell us if you learn or suspect that there has occurred any failure or delay in receiving any Message, any error or fraud or breach of security in or affecting the sending or receiving of any Message or any programming error or defect or corruption of any Message, and co-operate with us in trying to remedy the same;
17.8.4	comply with the requirements and directions of the User Guide;
17.8.5	use the Service and the Software only for your own needs and for the purposes set out in the User Guide;
17.8.6	be responsible for the safe working of the Equipment and comply with all legal requirements affecting the Equipment;
17.8.7	as soon as possible after receipt of the Software (and in any event, prior to use or attempted use of the Computerised Service) run an appropriate virus sweep against the Equipment and the Software for detecting and eliminating any virus therein;
17.8.8	advise us should a virus be detected in the Software and make no claim against us for any loss or damage, direct or indirect, caused or suffered as a result of any such virus;
17.8.9	not reverse assemble, reverse engineer or decompile the Software or any part of it; and
17.8.10	rescind any Messages which are unsuccessfully transmitted, sent in part only or which are in any way defective or erroneous and effect their delivery to us in such other way as may be agreed between you and us should the transmission of any Message be unsuccessful or delayed, whether in whole or part.

17.9	We grant you a non-transferrable licence to use the Software with the Equipment in order to obtain the Computerised Services. At our option the extent of the Computerised Services, the Software and the provisions of the User Guide may from time to time be amended by us, for any reason including taking account of any technical or procedural alterations or enhancements.
17.10	We will provide the Computerised Services when we are satisfied that the Software has been installed in efficient operating order with the Equipment at your premises. From that date you will not deliver written Notifications to us unless we otherwise require.
17.11	You and we undertake with each other:

17.11.1	to provide and maintain our respective computer equipment, supporting equipment and Software and testing necessary to effectively and reliably transmit, translate, record, store and receive Messages and to operate the Software;
17.11.2	tell each other whenever either you or we plan any change that could have an impact on the day to day operation of the Computerised Services;

17.11.3 to take all appropriate steps and establish and maintain all procedures needed so that Messages are properly stored, are not accessible to unauthorised person, are not altered, lost or destroyed and are capable of being retrieved only by properly authorised persons.

17.12	You and we agree to accept the integrity of all Messages and to accord these the same status as if they had been in writing, duly executed on behalf of the sender and physically delivered to the recipient, unless such Messages can be shown to have been corrupted as a result of technical failure on the part of the Software. Messages shall be treated as satisfying any legal requirement that a communication should be in writing or signed. You and we waive any rights to challenge the validity of any Message on the grounds that it was prepared and/or sent and/or received only in electronic form.
17.13	Where there is evidence that a Message has been corrupted or that any Message is identified or capable of being identified as incorrect it shall be retransmitted by the sender as soon as practicable with a clear indication that it is a corrected Message and to which incorrect Message it refers.
17.14	If the recipient has reason to believe that a Message is not intended for him he must tell the sender and must delete from his system the information contained in such Message but not the record of its receipt.
17.15	We will maintain (and make available the contents thereof to you on request and without charge) a Data Log of all Message sent or received which shall contain such data as we consider reasonably practicable for us to maintain; except as provided in the User Guide, such Data Log shall be stored unmodified until the first anniversary of the date of termination of this Agreement. The Data Log may be maintained on media enabling the data to be readily retrieved and presented in human readable form.
17.16	Our Data Log of Messages shall, in the absence of manifest error, be conclusive proof and evidence of the Messages sent or received by us of the constituents of such Messages and the times at which they were sent or received.
17.17	The copyright and all other rights in the Computerised Services, the Software and all documentation or property of our or supplied by us or our licensors in connection with the Software and in any User Guide shall at all times remain vested in us or, if the terms of any contract which we have with any licensors, otherwise specify, in such licensors. You may not copy the Software (or such other software, documentation or property) or the User Guide without our prior written consent. You will not question or dispute the ownership of the intellectual property rights used or embodied in or in connection with the Software (or such other documentation or property) or the User Guide. You will not allow the Software (or such other software, documentation or property) to be disclosed to or used by any person or entity other than your authorised officers or employees.
17.18	We may accept and act upon any communication or Message ostensibly sent by you even though it may not originate from you or that your employee or officer purporting to send the communication or Message had no authority.
17.19	Information available to you through the Computerised Services will be subject to change after the close of business each day, particularly details of your Availability. Our acknowledgment of a Message containing a payment request cannot be treated by you as evidence of our having paid or having agreed to pay the sum so requested.
17.20	Unless we otherwise agree or the law otherwise requires we shall not be liable for any loss, injury or damages or any failure to comply, or any delay in complying with, our obligations hereunder, or any other obligation in respect of the Computerised Services which is caused directly or indirectly by:

17.20.1	any downtime, unavailability, failure or malfunction of the Software or theEquipment, or any other computer hardware equipment or software, or of any telephone line or other communication system, service, link or equipment, whether or not it is our property or that of any network provider;
17.20.2	suspension of the Computerised Services;
17.20.3	any error, discrepancy or ambiguity in any Message received by us;
17.20.4	Force Majeure and also without limitation, any event, act, omission or circumstances beyond our reasonable control.

17.21	In respect of breach of obligations in respect of the Computerised Services we shall not be liable for any consequential, special, secondary or indirect loss, injury or damage or any loss of or damage to goodwill, profits or anticipated savings of yours or of any third party unless such damage or loss is caused by our negligence, fraud or wilful default.
17.22	You indemnify us against all liabilities, damages and expenses arising out of your misuse of or your causing damage to the Software, your loading of any other software on to the Equipment which conflicts with the Software or our failure to receive a Message and in each case however caused.
17.23	We can without notice, at any time suspend the operation of the Computerised Services whereupon no further Messages shall be sent or enquiries made by either party until we determine to reactivate the Computerised Services.
17.24	We can also terminate the Computerised Services by giving not less than 24 hours written notice to you. However the provisions of the rest of the Agreement shall not be affected.
17.25	Upon termination of this Agreement you must immediately return to us all copies of the User Guide, the Software and all property of ours supplied by us in relation to the Computerised Service.
17.26	For the provision of the Computerised Services you will pay us the fee stated in the Particulars. Such fee shall increase annually on each anniversary of the date of the installation of the Equipment by such percentage as the Irish Government’s Index of Retail Prices shall increase in the same period together with such further fees as we shall consider fair and reasonable in the light of enhancements and developments to the Computerised Services.
17.27	Notwithstanding any provision of the User Guide and the electronic content of the Message in question, a Message sent by you to us under the file transmission routine shall be treated as containing a notice to us from you in the following terms relating to the Debts referred to:

“Pursuant to the Debt Purchase Agreement which we have made with you we hereby Notify you of the Debts created by us and vested in you details of which are contained in the file(s) hereby transmitted to you.

In relation to such Debts we guarantee that the warranties and undertakings in the Debt Purchase Agreement which relate to them have been complied with and in particular that the goods and/or services have been delivered and/or performed prior to the date hereof”

If you are unable to give us all the warranties and undertakings set out in these Conditions then you must still include such Debt in the file transmission routine but you must also send us an e-mail on the same day containing full details as to why you cannot give us all the warranties and undertakings required.

18.	DEFINITIONS AND INTERPRETATIONS
18.1	In this Agreement the following expressions shall, except where the context otherwise requires, have the following meanings:

“Adopted Protocol”	means the accepted method for the interchange of Messages based on such protocol as is used by us and/or described in the User Guide;
“Agreement”	means the Agreement between you and us constituted by the documents referred to in clause 1.2 as from time to time varied, amended or replaced;
“Approved Debt”	means a Debt which is not a Disapproved Debt;
“Assignment”	means a duly executed written assignment in such form as we shall from time to time require;
“Associate”	means a director or shareholder of you or any person or body corporate (wheresoever resident or incorporated) whose relationship with you is within the meaning of “connected person” as defined in or amounts to “a connected company” as referred to in section 26 of the Companies Act 1990 or any company which is a subsidiary or holding company (or a subsidiary of such a holding company) of you;
“Availability”	means the amount that may from time to time be withdrawn by you from the Current Account being calculated as follows:
	(1)	firstly taking the balance of all Outstanding Debts shown on the Sales Ledger Control Account; and
	(2)	then deducting the amount of all Disapproved Debts (with the resulting sum being the Approved Debts); and
	(3)	then applying the Initial Payment Percentage shown in the Particulars to the value of the Approved Debts; and
	(4)	then from the sum arrived at under item 3 immediately above either:
		(a)	deducting any debit balance shown on the Current Account; or
		(b)	adding any credit balance shown on the Current Account; and
		(5)	then from the sum arrived at under item 4 immediately above deducting;
		(a)	the amount of your Obligations to the extent not already debited to the Current Account; and
		(b)	the amount of any retention established by us in our discretion.
“Business Day”	means a day on which we are open for the conduct of all normal business;

“Collection Agent”	means any person(s) or company(ies), whether an Associate or otherwise, appointed by Us for the purpose of administering the accounts of all or any Debtors and/or procuring the payment of Debts.
“Collection Date”	(1)	in respect of a Debt discharged by a Remittance drawn on an account in Ireland with a bank which is a principal member of the Irish Cheque Clearing System means two Business Days after the date on which the Remittance is presented to us or our bank for collection provided that the Remittance is denominated in Euros or Irish Pounds, is not post dated and is honoured on first presentation.;
	(2)	in respect of a Debt discharged by a Remittance which:
		(i)	is not drawn on an account in Ireland with a bank which is a principal member of the Irish Cheque Clearing System; or
		(ii)	is not honoured upon first presentation; or
		(iii)	is denominated in a currency other than Euros or Irish Pounds; or
		(iv)	is post dated; or
		(v)	uses any payment method other than as set out in paragraph (1) immediately above
		means the date, determined in our discretion, upon which the same is received by us by way of funds cleared for value from the payer, drawer, endorser or other paying party;
	(3)	in the case of a Debt discharged by cash means two business days after we receive the same or pay the same into our bank.
“Commencement Date”	means the date referred to in the Particulars upon which this Agreement comes into effect;
“Computerised Service”	means the operation of an electronic data interchange network between you and us and such other computerised services provided by us as are described in the User Guide;
“Conditions”	means our Standard Terms and Conditions contained in this document;
“Conversion Rates”	means the irrevocably fixed conversion rate adopted for the currency of each Participating Member State by the Council according to the first sentence of Article 109l (4) of the Treaty on European Union.
“Current Account”	means the account or accounts maintained in our records in your name for recording the transactions between us and you and where the context so admits a combination of such accounts;
“Data Log”	means a complete record of the Messages between you and us and vice-versa;
“Data Acts”	means the Data Protections Acts, 1988 and 2003

“Data Subject”	has the same meaning as in Data Acts
“Debtor”	means a person who has incurred or may incur an obligation to you under a Supply Contract or a prospective Supply Contract;
“Debt”	means the amount of any obligation or indebtedness (including any tax or duty payable) incurred or to be incurred by a Debtor under a Supply Contract, together with its Related Rights and where the context so admits as part of such obligation or indebtedness or its Related Rights;
“Delivered”	means in the case of Goods — despatch to or to the order of the Debtor from your principal place of business;
	means in the case of services — the final completion of such services;
“Disapproved Debt”	means a Debt which in our sole discretion we so designate;
“Discounting Charge”	means the discounting charge for which provision is made in condition 2.3;
“Equipment”	means a personal computer and modem of the make and minimum specification required by us;
“Euro”	means the single currency of the Participating Member States at any time;
“Euro Unit”	means a currency unit of the Euro;
“Event of Default”	means any of the following:
	1.	a material breach by you (other than a breach relating to payment of money) of any term, condition, covenant, warranty, undertaking, representation or other provision of this Agreement;
	2.	a default by you for a period of more than 3 Business Days in making payment to us of any sum due to us;
	3.	the cessation of your business as specified in the Particulars or any suspension thereof; or the disposal of the whole or any substantial part of your undertaking, property or assets;
	4.	any change in control or your constitution which would affect the legal and binding nature of this agreement;
	5.	the breach by you of any covenant or other provision in any mortgage or debenture or any instrument or agreement evidencing a loan or other financial facility granted to you by us which results in the acceleration of your obligations thereunder to us;
	6.	in relation to you the occurrence of an Event of Insolvency;
	7.	any breach of any covenant or undertaking given by any person in reliance upon which we entered into or continued this Agreement;
	8.	any material breach of your Obligations to us;

	9.	the occurrence, in our absolute opinion, of a material adverse change in your business condition, financial or otherwise which materially adversely effects our ability to duly perform and observe our Obligations under this Agreement;
“Event of Insolvency”	means in relation to any person the threat of, or the occurrence of any of the following:
	1.	the issuing of a notice of a meeting proposing, or the passing of a resolution for its winding up;
	2.	the presentation of a petition for its winding up or to place it in receivership, or to have a receiver, examiner or other similar officer appointed to it or to its property, undertaking or assets or the appointment of any such person to it or its property, undertakings or assets;
	3.	the appointment of receiver over its income or assets;
	4.	the calling of any meeting of its creditors (whether formally or informally) or a proposal for an informal or voluntary arrangement between it and the general body of its creditors (other than by way of solvent amalgamation or reconstruction which is approved by BOI)(whether pursuant to the Companies Act 1963-2005 or otherwise);
	5.	the seizure of any of its income or assets (or any part thereof) under any execution, legal process or distress for rent for an amount in excess of €25,000;
	6.	the service on it by the Revenue Commissioners of a notice in writing pursuant to Section 1002 of The Taxes Consolidation Act 1997;
	7.	the serving by the revenue Commissioners of a Notice of Attachment on any person indebted to it;
	8.	its insolvency as defined in Section 214 of the Companies Act 1963, or the value of its assets as disclosed on any balance sheet or financial statement at any time being less than the amount of its liabilities (including contingent and prospective liabilities) at that time;
	9.	the occurrence under the laws of the jurisdiction of its incorporation or residence of any similar or analogous event to those listed above;
	and “Insolvent” and “Insolvency” shall be construed accordingly;
“Evidence”	means evidence of the Supply Contract, its performance or any negotiations relating thereto, all Invoices, correspondence, documents and records (including your complete accounting and collecting records) relating to Debts and Debtors, whether paper based, machine readable, part of any computer system or in any other form and where the same cannot readily be separated from any item it includes such

	other item, machine or computer, not otherwise referred to within this definition (including any machine or computer needed to produce the same in human readable form);
“Force Majeure”	means any circumstances outside our or a Debtor’s reasonable control, including an act of God, any exchange control, governmental or other official regulations or requirements, the outbreak of war, any terrorist act, revolution, civil insurrection, strike, lockout, industrial action or failure of postal, banking or communication services or similar events;
“Funding Limit”	means a limit established by us in our absolute discretion in relation to any Debtor for the purpose of determining the extent to which we may make Initial Payments in respect of Debts incurred by such Debtor;
“Goods”	means any goods (and where the context so admits any services) the subject of a Supply Contract;
“Guarantor”	means any person who has given us a guarantee and/or indemnity and/or warranty in respect of your liabilities to us whether under this Agreement or any other contract between you and us;
“Initial Payment”	means a payment made by us to you on account of the Purchase Price of any Debt (prior to the Collection Date of such Debt);
“Initial Payment” Percentage”	means in relation to each Debt the percentage specified in the Particulars (or such other percentage as we may in our discretion prescribe) of the Notified Amount of such Debt;
“Invoice”	means an invoice issued by you and addressed to a Debtor in respect of a Debt;
“Ireland”	means Ireland excluding Northern Ireland;
“Maximum Finance”	means the amount so specified in the Particulars;
“Message”	means data structured in accordance with the Adopted Protocol and sent electronically between you and us or vice-versa including where the context admits any part of such data;
“Minimum Service Charge”	means the amount so specified in the Particulars;
“Non-Notifiable Debt”	means a Debt, owned by us under this Agreement, which must not be Notified to us until we tell you, including specifically those referred to in sub-condition 6.1.7 and such other Debts as at any time we tell you about.
“Notification”	means your advising us of the existence of a Debt in accordance with the terms of this Agreement and the words “Notified” and “Notify” are to be construed accordingly;
“Notified Amount”	means the amount of a Debt as set out in its Notification;
“Notified Debt”	means a Debt the subject of a Notification;

“Obligations”	means all monetary obligations owed or incurred at any time by you to us (whether liquidated or unliquidated) whether actual or contingent and arising under this Agreement;
“Outstanding Debt”	means a Notified Debt which is owned by us and in respect of which the Notified Amount has not been paid to us in full (and for the purpose of this definition a Debt shall be treated as being undischarged until its Collection Date) and the word “Outstanding” is to be construed accordingly;
“Particulars”	means the Particulars to the Agreement;
“Participating Member State”	means and includes Belgium, Germany, Spain, France, Ireland, Italy, Luxembourg, Netherlands, Austria, Portugal and Finland;
“Preconditions”	means (1) the conditions set out in our Letter of Offer whose date is set out in the Particulars; (2) such other conditions of ours (if any) as may have been advised to you on or before the date of the Agreement (3) such other conditions as are set out in the Particulars;
“Purchase Price”	means the amount payable by us to you pursuant to this Agreement for each Notified Debt (together with any Related Rights pertaining thereto) vested in us;
“Recourse”	means our right at our discretion to require you to repurchase an Outstanding Debt and its Related Rights from us at its Recourse Price;
“Recoursed Debt”	means a Debt subject to a notice of Recourse;
“Recourse Price”	means the price specified by us at which you must repurchase a Debt from us but not exceeding its Notified Amount and all sums however due to us under this Agreement;
“Related Rights”	means and includes:
	(1)	all your rights under or in relation to the Supply Contract giving rise to a Debt, including all your rights as unpaid vendor other than any rights to or interest in any Goods and your rights of lien or stoppage in transit;
	(2)	Evidence;
	(3)	the benefit of all guarantees, indemnities, insurances and securities given to or held by you in relation to a Debt;
	(4)	all Remittances held by or available to you in relation to a Debt;
	(5)	the right to possession of all the ledgers, computer data records and documents on or by which a Debt is recorded or evidenced; and
	(6)	any Transferred Goods;
“Remittance”	means any of the following cash, cheques, bills of exchange, negotiable and non-negotiable instruments, letters of credit, electronic payments

	and any other remittance or instrument of payment in whatever form received by us, you, your bankers or your agents towards the discharge of the Debt;
“Sales Ledger Control Account”	means an account in your name to which the Notified Value of Debts will be debited and the value of all Remittances, credit notes, credit adjustments and other items reducing the value of a Debt will be credited;
“Service Charge”	means a service charge for which provision is made in condition 2.2;
“Software”	means the computer software provided by us to enable you to use the Computerised Services and, where the context admits, any new, replacement or additional software so provided by us;
“Specified Currency”	means the currency of a Debt as set out in the Particulars;
“Supply Contract”	shall include contracts (whether oral or in writing) for the supply of Goods or Services by you;
“Transferred Goods”	means any Goods in respect of which ownership shall vest in us pursuant to condition 1.3;
“Treaty on European Union”	means the Treaty establishing the European Community done at Rome on 25 March 1957 as amended by the Treaty on European Union done at Maastrict on 7 February 1992 as amended from time to time;
“User Guide”	means our guide to our clients about our Computerised Service as amended from time to time and as modified, extended or added to in these Conditions.

18.2 In this Agreement:

(a)	any reference to any provision of any legislation shall include any modification, replacement, re-enactment or extension thereof and any rules, regulations or subordinate legislation made thereunder;
(b)	words such as “hereunder”, “hereto”, “hereof” and “herein” and other words commencing with “here” shall unless the context clearly indicates to the contrary refer to the whole of this Agreement and not to any particular clause or condition of this Agreement;
(c)	except as otherwise provided in this Agreement any reference to a section, clause, condition, sub-clause, paragraph or sub-paragraph (as the case may be) shall be a reference to the same in this Agreement unless it appears from the context that a reference to some other provision is intended;
(d)	the singular includes the plural and vice versa, any gender includes any other gender and reference to a person or a party includes firms, bodies corporate or any association, government or department thereof;
(e)	headings in this Agreement are for ease of reference only and shall not affect its interpretation;
(f)	references in this Agreement to a communication to being provided “in writing” shall unless it is clearly indicated otherwise include communications made by any visual electronic form of transmission acceptable to us;

(g)	the word “otherwise” or the meaning of general words introduced by the work “other” is not to be limited by reference to any preceding words; and
(h)	where the meaning of a word or expression used in this Agreement has to be considered in relation to any place outside Ireland and such word or expression has no exact counterpart in that place, it is to have the meaning of its closest equivalent in that place.

18.3 Each of the terms of this Agreement is severable and distinct from the others. If at any time one or more of these terms is or becomes invalid, illegal or unenforceable then the validity, legality and enforceability of the remaining terms hereof shall not in any way be affected or impaired thereby.

EX-4.18

Exhibit 4.18

SIFCO TURBINE COMPONENTS LIMITED
(the “Company”)

- and -

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
(the “Bank”)

MORTGAGE AND CHARGE

Dated the 26 day of September, 2005

ARTHUR COX
Earlsfort Centre
Earlsfort Terrace
Dublin 2
ROB190v4

CONTENTS

Number		Page
1	DEFINITIONS AND INTERPRETATION		1
2	COVENANT TO PAY		5
3	THE CHARGING CLAUSE		5
4	REPRESENTATIONS AND WARRANTIES		9
5	GENERAL COVENANTS		11
6	POWER OF SALE		15
7	APPOINTMENT OF RECEIVER		15
8	APPROPRIATION		18
9	RESPONSIBILITY FOR RECEIVER		19
10	ADDITIONAL POWERS OF THE BANK		19
11	DELEGATION OF POWERS OF THE BANK		19
12	LIABILITY OF THE BANK IN POSSESSION		19
13	FURTHER DOCUMENTATION		20
14	ATTORNEY		20
15	PROTECTION FOR THIRD PARTY PURCHASERS		21
16	FURTHER PROTECTION		21
17	ADDITIONAL AND CONTINUING SECURITY		21
18	NEW ACCOUNT AND SET-OFF		22
19	VARIATION		22
20	BENEFIT OF DEED		22
21	NOTICES		23
22	FOREIGN CURRENCY		23
23	MERGER		24
24	GOVERNING LAW		24
25	GENERAL		25
26	ASSENT TO CHARGE		25
27	LAND ACT CERTIFICATE		25
SCHEDULE
The Mortgaged Property			26

THIS MORTGAGE AND CHARGE is made the 26 day of September 2005

BETWEEN

(1)	SIFCO TURBINE COMPONENTS LIMITED a company incorporated in Ireland with registered number 83443 and having its registered office at Arthur Cox Building, Earlsfort Terrace, Dublin 2 (the “Company” which expression shall include its successors and permitted assigns) of the first part; AND
(2)	THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND having its principal place of business at Lower Baggot Street, Dublin 2 (hereinafter called the “Bank” which expression shall include its successors and assigns) of the other part.

WHEREAS

A.	The Company is now or may become from time to time indebted to the Bank whether as principal, surety or otherwise.
B.	It has been agreed between the Company and the Bank and it is hereby intended that these presents inter alia shall secure such sums of money as may from time to time be owing or become due by the Company whether as principal or as surety to the Bank together with interest, costs and charges on the terms hereinafter set out.

NOW THIS DEED WITNESSETH as follows:-

1. DEFINITIONS AND INTERPRETATION

1.1	In this Deed the following expressions shall unless the context otherwise requires have the following meanings:-
	“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for business in Dublin;
	“CA” means the Companies (Amendment) Act, 1990;
	“Charged Assets” means the Company’s assets described in Clause 3.1 and “the Charged Assets” means such assets of the Company;
	“Companies Act” means the Companies Act, 1963;
	“Default Rate” means the rate per annum determined by the Bank from time to time to be two per cent over the rate at which overnight or call deposits (or deposits for periods of such duration as the Bank may from time to time designate but having regard to the likely duration of the non-payment) in the relevant currency are offered to the Bank in the relevant inter-bank market for the currency in question at or about 11 a.m. in the relevant centre of the relevant inter-bank market on the Business Day immediately following the due date, the rate to be re-calculated on the same basis at the end of each such period until the sum in question is received by the Bank;

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“Deposit” means all monies from time to time standing to the credit of the Receivables Account (as hereinafter defined) together with all entitlements to interest and other rights and benefits accruing in connection therewith;

“Disposal” means any sale, lease, transfer, assignment or other disposal by the Company of the whole or any part of, or any interest in, the Charged Assets in one or more transactions or series of transactions (whether related or not);

“Environment” includes any land (including, without limitation, soil, surface land and sub-surface strata, sea bed or river bed under any water and any natural or man made structures), any waters, (including, without limitation, coastal and inland waters, surface waters, ground waters and water in pipes, drains or other conduits) and air (including, without limitation, air within buildings and other natural or man made structures or below ground), human plant and animal life and living organisms or systems;

“Environmental Laws” means all laws in any jurisdiction (whether criminal, civil or administrative) including common law, statutes, statutory instruments, directives, regulations, bye-laws, orders, codes, judgments and other legal measures having the force of law concerning Environmental Matters or the Environment including, without limitation, in Ireland the Public Health (Ireland) Act, 1878, the Air Pollution Act, 1987, the Local Government (Water Pollution) Acts, 1977 and 1990, the Fisheries Acts, 1959 to 2003, the Dangerous Substances Acts, 1972 and 1979, the Litter Pollution Acts, 1997 to 2003, the Safety, Health and Welfare at Work Act, 1989, the Safety in Industry Act, 1980, the Factories Act, 1955, the Planning Acts, the Environmental Protection Agency Acts, 1992 and 2003, the European Communities Act, 1972 to 2003, the Waste Management Acts, 1996 to 2003 and all regulations, bye-laws, orders decisions and codes made thereunder and the European Community legislation regulating the same and all regulations, bye-laws, orders, decisions and codes made or confirmed under any of them and all amendments and re-enactments of same;

“Environmental Licences” means any permit, licence, approval, consent, registration or other authorisation required by or pursuant to any applicable Environmental Laws or relating to Environmental Matters;

“Environmental Matters” means any matter arising out of, relating to, or resulting from pollution, contamination, protection of the Environment, human health or safety (including health and safety of employees), health and safety of animal and plant life, sanitation and any matters relating to actual or threatened emissions, discharges, disseminations, releases or hazardous materials into the Environment or otherwise arising out of, or relating to, or resulting from the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of hazardous materials;

“Examiner” means an examiner appointed under Section 2 of the CA;

“Floating Charge” means the floating charge described in Clause 3.1(j);

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“Indebtedness” means all moneys, obligations and liabilities whatsoever whether principal, interest or otherwise which now are, or at any time hereafter may become, due owing and payable to the Bank or any of them by the Company either alone or jointly with any person or company on any account, whether current or otherwise in whatever currency denominated, including without limitation, the amount of any loan credits or advances made to, or for the accommodation of or at the request of, the Company, all liabilities of the Company in connection with interest rate hedging agreements and all its other liabilities whatsoever to the Bank or any of them, whether actual or contingent, whether as principal debtor, guarantor or surety or otherwise;

“Insurances” means all contracts and policies of insurance and re-insurance in connection with the Charged Assets of any kind taken out or, as the context requires, to be taken out and maintained by or on behalf of the Company or in which the Company has an interest;

“Insurance Proceeds” means all proceeds of Insurances payable to or received by the Company in connection with the Charged Assets (whether by way of claims, return premiums, ex gratia payments or otherwise) but excluding, for the avoidance of doubt, liability of the Company for third party claims to the extent that those proceeds are applied directly to discharge a liability of the Company to a third party;

“Lease” means any lease, licence or contract or agreement to lease, licence or let or any contract of occupation entered into in relation to the Mortgaged Property;

“Licences” means each and every licence permit or authority as renewed, amended, varied, extended, or supplemented from time to time now or hereafter held and/or required in relation to the Mortgaged Property or any part thereof;

“Mortgaged Property” means the property described in the Schedule hereto and all rights, liberties, powers, easements, quasi easements and appurtenances (in each case of whatever nature) attached or appurtenant thereto and all buildings, erections, fixtures, fittings (including trade fixtures and fittings) and fixed plant and machinery from time to time therein or thereon;

“Planning Acts” means all laws in any jurisdiction (whether criminal, civil or administrative) including common law, statute, statutory instruments, directives, regulations, bye-laws, orders, codes, judgments and other legal measures having the force of law concerning planning matters including, without limitation, in Ireland the Planning and Development Acts 2000 to 2004, the Building Control Act, 1990 and any regulations issued pursuant thereto and any extant order or regulation made or confirmed under any of them and all amendments and re-enactments of same;

“Receivables” means all sale proceeds, rent, premiums and other income from time to time receivable by the Company pursuant to or in connection with the Mortgaged Property or the sale or letting of any part thereof;

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	“Receivables Account” means such account as the Bank may nominate from time to time into which the Receivables are to be paid;
	“Receiver” shall mean any one or more receivers, administrative receivers and/or managers appointed in respect of the Company (whether appointed pursuant to this Deed, pursuant to any statute, by a court or otherwise);
	“Related Company” means a company which is related within the meaning of Section 4(5) of the CA;
	“Secured Obligations” means all moneys, obligations and liabilities herein covenanted to be paid or discharged by the Company;
	“Security Interest” includes, without limitation, any mortgage, trust, pledge, charge, lien, hypothecation, encumbrance or other security interest that secures the payment of money or the performance of an obligation, or any other interest or arrangement of any kind that gives a creditor priority over other creditors in relation to any property;
	“Subsidiary” in relation to any person shall have the meaning ascribed to the term “subsidiary undertaking” as defined in Regulation 4(1) of the European Communities (Companies Group Accounts) Regulations, 1992;
	“the Act” means the Conveyancing Act, 1881; and
	“this Deed” means this Mortgage and Charge.
1.2	Except to the extent that the context requires otherwise, any reference in this Deed to:-
	a “party” hereto includes a reference to its successors and permitted assigns;
	Schedules, Clauses, subclauses and paragraphs shall be construed as references to Schedules to, and Clauses, subclauses and paragraphs of, this Deed and where a subclause is referred to in a Clause it shall be construed as a reference to a subclause of that Clause;
	a document, deed or agreement shall include such document, deed or agreement as the same may be varied, replaced, substituted or amended from time to time;
	any statute shall include any order made or regulation issued thereunder, any statutory modification or re-enactment thereof from time to time in force, and unless otherwise stated any reference to a statute shall be a reference to a statute of Ireland;
	the singular shall include the plural and vice versa; and
	words importing the neuter shall include the masculine and the feminine and vice versa.
1.3	Headings shall be ignored in construing this Deed.

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2. COVENANT TO PAY

2.1	For good and valuable consideration the Company hereby unconditionally and irrevocably covenants, to pay or discharge on demand to the Bank the Indebtedness and all costs, charges, expenses and other sums (banking, legal or otherwise) on a full indemnity basis howsoever incurred or to be incurred by the Bank and/or by or through any Receiver, attorney, delegate, sub-delegate, substitute or agent of the Bank (including, without limitation, the remuneration of any of them) for any of the purposes referred to in this Deed or in relation to the enforcement of this security or any other security held by the Bank as security for the Indebtedness or in connection therewith together with interest to the date of payment (before as well as after any demand made or judgment obtained hereunder) at such rates and upon such terms as may from time to time be agreed and in the absence of agreement at the Default Rate.
2.2	All sums payable by the Company under this Deed shall be paid without any set-off counterclaim withholding or deduction whatsoever unless required by law in which event the Company will simultaneously with making the relevant payment under this Deed pay to the Bank such additional amount as will result in the receipt by the Bank of the full amount which would otherwise have been receivable and will supply the Bank promptly with evidence satisfactory to the Bank that the Company has accounted to the relevant authority for the sum withheld or deducted.
2.3	A certificate signed by a duly authorised officer of the Bank setting forth the amount of any sum due hereunder shall, in the absence of manifest error, be conclusive evidence against the Company. The Bank shall provide the Company with a copy of its calculations in support of such certificate.
2.4	The Secured Obligations shall immediately become due and payable on demand by the Bank following the occurrence of an event pursuant to any agreement between the Bank and the Company which entitles the Bank to call for repayment in full by the Company of all sums due by the Company to the Bank (an “Enforcement Event”) and the Company shall pay or repay all actual liabilities .

3. THE CHARGING CLAUSE

3.1 As continuing security for the payment and discharge of the Secured Obligations and as legal and beneficial owner and registered owner or as the person entitled to be registered as owner, as the case may be, the Company hereby:-

(a) GRANTS, CONVEYS, TRANSFERS AND DEMISES unto the Bank ALL THAT AND THOSE the Mortgaged Property other than the parts thereof title to which is registered or registerable in the Land Registry pursuant to the provisions of the Registration of Title Act, 1964 and all chattels both present and future, including its interest in all buildings, fixtures (including, without limitation, trade fixtures) and its fixed plant and machinery from time to time thereon TO HOLD the same as

5

to so much thereof as is of freehold tenure unto the Bank in fee simple and as to so much thereof as is of leasehold tenure unto the Bank for the residue of the respective terms of years for which the Company from time to time holds the same less the last three days of each such term, subject to the proviso for redemption contained in Clause 3.6 PROVIDED that the Company hereby declares that it shall henceforth stand possessed of such of the said property as is of leasehold tenure for the last three days or respective last days of the term or terms of years for which the same is held by it, and for any further or other interest which it now has or may hereafter acquire or become entitled to in the same or any part thereof by virtue of any Act or Acts of Parliament or otherwise howsoever, in trust for the Bank and to be conveyed assigned or otherwise dealt with whether to the Bank or its nominee or otherwise as the Bank shall direct but subject to the same equity of redemption as may for the time being be subsisting in the said property, and the Company further agrees that (subject as aforesaid) the Bank shall be entitled to the custody of all the title deeds of the said property, and the Company hereby further authorises the Bank as mortgagee during the continuance of this security to remove it or any other person from being a trustee in respect of the trust hereinbefore declared and to appoint the Bank or any other person or persons to be a trustee or trustees in respect of the said property, and whereupon to make a declaration vesting all and any of its estate and interest in the said property in such new trustee or trustees, and so (but without prejudice to the generality of the foregoing) that any such trustee or trustees, may be any Receiver or Receivers of the said property appointed by the Bank under the powers herein contained PROVIDED FURTHER that the Company doth hereby irrevocably appoint the Secretary for the time being of the Bank to be its attorney, in its name and on its behalf, and as its act and deed to sign seal and deliver and otherwise perfect every or any Deed of Conveyance of the leasehold reversion which may be desired by the Bank, in order to vest in the Bank or in any person or persons in trust as agent for the Bank, subject as aforesaid, or in any purchaser of the said property or any part thereof, the said leasehold reversion and any further or other interest which the Company now has or may hereafter acquire or become entitled to in the said leasehold premises or any part thereof by virtue of any Act or Acts of Parliament or otherwise howsoever;

(b)	CHARGES unto the Bank ALL THAT AND THOSE parts of the Mortgaged Property registered or registerable under the Registration of Title Act, 1964 both present and future together with all buildings, fixtures and fixed plant and machinery from time to time thereon with the payment, performance and discharge of the Secured Obligations;
(c)	MORTGAGES AND ASSIGNS unto the Bank all its present and future plant, machinery, vehicles, fixtures, implements, utensils and equipment from time to time used in connection with or forming part of the Mortgaged Property together with all replacements thereof, additions, improvements and accessories thereto to the proviso for redemption contained in Clause 3.6;

6

(d)	CHARGES AND ASSIGNS unto the Bank all its present and future benefits, rights, title and interest in and to in any deeds of easements, the Leases and the Licences and all rights of recovery and compensation which may be receivable by it on account of the non-renewal of any Licence;
(e)	CHARGES AND ASSIGNS unto the Bank all its present and future benefits, rights, title and interest in the Insurances maintained or effected now or hereafter by it and all Insurance Proceeds;
(f)	CHARGES AND ASSIGNS unto the Bank the Receivables and the full benefit of all rights and remedies relating thereto, including all negotiable and non-negotiable instruments, guarantees, indemnities and rights of tracing;
(g)	CHARGES AND ASSIGNS unto the Bank all its present and future benefits, rights, title and interest in any contract for sale entered into in respect of any Disposal;
(h)	CHARGES AND ASSIGNS unto the Bank all of its present and future benefits, rights, title and interest in the Receivables Account, the Deposit and the debt represented thereby;
(i)	by way of fixed charge CHARGES AND ASSIGNS unto Bank the following covenants, agreements and rights:-

(i)	any covenant agreement or undertaking in relation to the construction and maintenance of roads, pavements and utilities for services abutting and serving the Mortgaged Property or charges, levies or such like in respect of the same or the taking in charge thereof by the local authority and any indemnity in respect of the matters aforesaid;
(ii)	any right, benefit or agreement made between it and the local authority pursuant to which it has been or may be granted rights of access or rights of way;
(iii)	any covenant, agreement, guarantee or indemnity in respect of the construction and maintenance of the buildings now erected or in the course of erection or hereafter to be erected on the Mortgaged Property, the benefit of which is vested in it; and
(iv)	all of its rights to be paid or receive compensation under any statute by reason of any compulsory acquisition or other exercise of compulsory powers in relation to the Mortgaged Property or any refusal, grant subject to conditions, withdrawal or modification of planning permission or approval relative thereto or any control or limitation imposed upon or affecting

7

the use of the Mortgaged Property and so that the production of these presents to the person liable to pay such compensation shall be sufficient authority to it or him to pay such moneys to the Bank; and

(j) by way of first floating charge CHARGES unto the Bank its property assets and rights referred to in Subclauses 3.1(a) to (i) if and insofar as such charges or any part or parts of the same shall be for any reason ineffective as specific or fixed charges.

3.2	The security referred to in Subclauses 3.1(a) to (i) shall be first ranking fixed charges and/or security assignments.
3.3	The Company hereby covenants with the Bank that, during the continuance of the security created by or pursuant to this Deed, it shall not without the prior consent in writing of the Bank:-

(a)	create or permit to exist any mortgage, debenture, charge, pledge, lien (save liens arising by operation of law) or other interest (whether express or arising by operation of law) on or affecting its Charged Assets or any part thereof; or
(b)	make, or agree to make, a Disposal otherwise than in accordance with Clause 5.1(c).

3.4

The Bank may, at any time by notice to the Company (and whether or not it makes demand under Clause 2.1), convert the Floating Charge into a specific charge as regards any assets specified in the notice which the Bank shall consider to be in danger of being seized or sold under any form of distress, execution or sequestration or other process levied or threatened or to be otherwise in jeopardy and may appoint a Receiver thereof.

3.5

In addition and without prejudice to any other event resulting in a crystallisation of the Floating Charge, the Floating Charge shall automatically be converted into a fixed charge over:-

(a) all property, assets or undertaking subject to the Floating Charge, if and when:-

(i)	the Company ceases to carry on business;
(ii)	the Company agrees to sell or otherwise dispose of all or a substantial part of its business or assets;
(iii)	the holder of any other security interest whether ranking in priority to or pari passu with or after the Floating Charge shall appoint a Receiver, or a petition is presented for the appointment of an Examiner to or the protection of the court is sought by the Company or a Related Company;
(iv)	any floating charge granted by the Company to any person shall crystallise for any reason whatsoever; or

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(v) any asset of the Company is, in the opinion of the Bank in danger of being seized or is seized by or on behalf of any creditor of the Company; and

(b) any of the Charged Assets which shall become subject to a security interest in favour of any person other than the Bank without the prior written consent of the Bank or which are the subject of a sale, transfer or other disposition, in either case, contrary to the covenants contained in this Deed, immediately prior to such security interest arising or such sale, transfer or other disposition being made.

3.6 Upon payment of all principal moneys all premiums (if any) all interest and other sums payable to the Bank in accordance with the terms of this Deed and upon the payment of all costs charges and expenses incurred by the Bank or any Receiver in relation to this Deed, the Bank will at any time thereafter at the request and cost of the Company execute and do all such deeds, acts and things that may be necessary to surrender or release the charges hereby created and surrender or reconvey or reassign to the Company or its assigns the Charged Assets.

4. REPRESENTATIONS AND WARRANTIES

4.1 The Company hereby represents and warrants to the Bank that:-

(a)	it is a company duly incorporated and validly existing under the laws of Ireland and has the power and authority to own its assets and to carry on its business as it is now being conducted;
(b)	it has power to enter into this Deed and has taken all necessary corporate and other action to authorise the execution, delivery and performance hereof;
(c)	the execution and delivery of this Deed and compliance by it with the covenants and other obligations on its part contained in this Deed does not, and will not, violate in any respect any applicable provision of any law or regulation to which it is subject or of its Memorandum or Articles of Association or any other constitutional document or of any mortgage, charge, agreement or other instrument to which it is a party or which may be binding on it or any of its assets and will not result in the creation or imposition of, or any obligation to create or impose, any mortgage, charge or other form of security on any of its assets or revenues;
(d)	all consents, approvals, authorisations, exemptions or licences, of any legislative body, governmental or other regulatory authority, bureau or agency required for or in connection with the execution, delivery, performance and enforceability of this Deed or for or in connection with the carrying on of its business have been duly obtained and are in full force and effect and any condition contained therein or otherwise applicable thereto has been complied with or fulfilled in all material respects;

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(e)	no action, suit, proceeding, arbitration, litigation or dispute against it is currently taking place or pending or, to its knowledge, threatened nor is there subsisting any judgment or award given against it before any court, board or arbitration or other body which, in either case, could or might adversely affect its ability to perform its obligations under this Deed and the acts and things hereby contemplated;
(f)	no encumbrance exists over all or any of its present or future revenues or assets and no guarantee, indemnity or other contingent liability is held by or owing to a third party from or by it other than counter indemnities provided to Allied Irish Banks, plc totalling approximately €200,000 and contingent liabilities disclosed in the Company’s annual accounts in respect of grants received from Enterprise Ireland;
(g)	no encumbrance exists over all or any of its present or future revenues or assets in favour of either Allied Irish Banks, p.l.c. or Enterprise Ireland and/or The Industrial Development Authority;
(h)	it has not taken any corporate action nor have any other steps been taken or legal proceedings been served or to the best of its knowledge threatened against it for its winding up, dissolution or reorganisation of the appointment of a receiver, an examiner, administrator, administrative receiver, trustee or similar officer of it or of any or all of its assets or revenues;
(i)	it is not aware of any facts or circumstances that have not been disclosed to the Bank and which might, if disclosed, adversely affect the decision of a prudent person considering whether or not to provide financial facilities to it;
(j)	it is not in default under any agreement by which it is bound and no event of default (or event which, with the giving of notice and/or lapse of time or fulfilment of other conditions might constitute an event of default) has occurred and is continuing nor will such a default or event of default result from the entry by it into or the exercise by it of its rights, or the performance by it of any of its obligations, under this Deed; and
(k)	all Environmental Licences required by it for its business have been obtained and are in full force and effect and it has made all appropriate filings for issuance or renewal of such Environmental Licences, it is not in breach of any Environmental Licences or any conditions of same and no works or other investment are or will be necessary to secure compliance with, or to maintain or obtain, any Environmental Licences and there are no facts or circumstances indicating that any Environmental Licences would or might lapse or be revoked, suspended, cancelled, varied or not renewed and no action, claim or proceeding is pending or threatened in relation to any Environmental Licences or Environmental Laws.

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4.2 The representations and warranties contained in Clause 4.1 shall survive the execution of this Deed and be deemed to be repeated on each date on which all or any part of the Indebtedness remains outstanding by reference to facts and circumstances then pertaining.

5. GENERAL COVENANTS

5.1 The Company hereby irrevocably covenants and undertakes with the Bank that, during the continuance of this security, it:-

(a)	shall keep all the Mortgaged Property and all buildings, fixtures, plant and machinery now or for the time being comprised in this security in good and substantial repair and condition and, in the case of the plant and machinery, in good working order fair wear and tear excepted (unless in each case the same is not required for the operation and proper conduct of its business and is not of material value);
(b)	shall carry on and conduct its affairs in connection with the Charged Assets in a proper and efficient manner and in compliance with all directives, regulations, orders, codes, rules or guidelines of the European Community which relate to their respective businesses and shall not, save with the prior written consent of the Bank, make any substantial alteration in the nature of such affairs;
(c)	shall not transfer or otherwise dispose of or deal with the whole or any part of the Charged Assets;
(d)	shall:-

(i)

with such insurers and such insurance brokers as the Bank may approve keep such of the Charged Assets as are insurable insured in such a manner and to such extent as the Bank may require; and

(ii)

keep the Mortgaged Property insured in the joint names of the Bank and the Company in a manner consistent with prudent business practice and which the Bank may require against loss or damage by fire, civil commotion, explosion, aircraft, flood, storm, tempest, lightning, burst pipes, electrical faults and such other risks as the Bank shall, from time to time, consider necessary to the full reinstatement value thereof (together with additional amounts estimated as sufficient to cover architect’s and surveyor’s fees, loss of rent and the costs of demolition, site clearance and shoring up) or as the Bank may decide with such insurance office or underwriters as may, from time to time, be approved by the Bank in writing, and the Company shall maintain such other insurances as are normally maintained by prudent companies carrying on similar businesses;

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(e)	shall punctually pay all premiums and other monies necessary for keeping the insurances referred to in Subclause 5.1(d) in force and, on demand, lodge true copies or originals of the policies and receipts for such payments with the Bank and upon default of the same the Bank may (but shall not be obliged to) take out or renew such insurances in such sum(s) as the Bank may think expedient and all monies expended by the Bank under this Clause 5.1(e) shall be deemed to be properly paid by the Bank;
(f)	shall apply all monies which may, at any time, be received or receivable under any Insurances (whether effected by the Company or the Bank and whether or not effected in pursuance of the covenants in this clause) towards the discharge of the monies hereby secured unless the Bank shall otherwise agree in writing;
(g)	shall carry on its business in compliance in all material respects with Environmental Laws including all limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in all applicable Environmental Laws or in any notices served on it pursuant to such Environmental Laws;
(h)	shall duly and punctually pay, and shall indemnify the Bank and any Receiver against payment of, all rates, rents, taxes, and other outgoings or sums payable out of or in respect of the properties referred to in Clause 3.1;
(i)	shall procure that any lessee, licensee or tenant under any Lease shall obtain all necessary sanctions licences or permits that may be required for the purpose of carrying on its business in the Mortgaged Property and that it shall at all times conform to and observe the provisions of such sanctions licences and permits and of all statutes bye-laws and regulations applicable to its business;
(j)	shall if called upon to do so by the Bank, execute a legal assignment of the Receivables and the book debts to the Bank in such form as the Bank may require and give all notices, orders and directions and effect all such registrations as the Bank may require;
(k)	shall not, without the prior written consent of the Bank, release, exchange, compound, set-off, grant time or indulgence in respect of, or permit or agree to any variation of the rights attaching to the Receivables and the other debt hereby charged or any of them;
(l)	shall, at its own expense, institute continue or defend all such proceedings in connection with the Receivables and the other debts hereby charged as the Bank may require;
(m)	shall promptly inform the Bank of any event as soon as it becomes aware of same, or of the receipt or issue of any notice (including, without limitation, any notice issued under Section 1002 of the Taxes Consolidation Act, 1997), which may affect its title to the Mortgaged Property or any fixtures thereon or the fulfilment by it of any of its covenants or obligations hereunder, or which may affect its ability to carry on its business or the security created by this Deed;

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(n)	shall allow the Bank or their agents with or without surveyors, workmen and others at all reasonable times following reasonable notice to the Company to enter or inspect all or any of the Mortgaged Property and any plant, machinery and other effects used for the purposes of, or in connection with, Mortgaged Property, to view the state of repairs thereof and to carry out, at its expense, any repairs thereto which the Bank considers necessary without thereby becoming liable as a mortgagee in possession, and all monies expended by the Bank under this Clause 5.1(o) shall be deemed to be properly paid by the Bank;
(o)	shall comply with all tenant’s covenants contained in any lease under which the whole or any part of the Mortgaged Property is held and with any landlord’s covenants under any lease, underlease, tenancy or Lease to any part of the Mortgaged Property is now or may become subject where failure to so comply would in the opinion of the Bank have an adverse effect on the security hereby created;
(p)	shall enforce the due observance and performance of obligations under the Licences and any other lease, underlease, tenancy, Lease, licence or agreement to which the whole or any part of any of the Charged Assets is or may become subject and shall not, waive, release or vary any of the terms of the Licences and any other lease, underlease, tenancy, Lease, licence or agreement nor exercise any power to determine or extend the same without the prior consent in writing of the Bank, nor grant any consents or licences as landlord under the Licences and any other lease, underlease, tenancy, Lease, licence or agreement;
(q)	shall, in relation to the Mortgaged Property and its use or enjoyment, obtain all licences and/or approvals required under any and shall comply with all present or future statute, regulation, order or instrument or under any bye-law, regulation or requirement of any competent authority or planning permissions or other approvals, licences or consents, and produce to the Bank, immediately upon receipt, every notice, order or proposal given or made by any competent authority and either comply with the same or make such objections and representations against the same as the Bank or any of them may reasonably require or approve;
(r)	shall not sever or permit to be severed, save as hereinafter authorised or permitted, from the Mortgaged Property any fixtures and/or fittings now or subsequently affixed to, or placed upon, the Mortgaged Property except for the purpose of replacing them with others of equal or greater value and any such replacements shall be subject to the security created by this Deed;

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(s)	shall not, without the prior consent in writing of the Bank, exercise any of the powers of leasing or agreeing to lease vested in, or conferred on, mortgagors by common law or by statute or create or suffer to be created a tenancy of any description of the whole or any part of the Mortgaged Property or confer upon any person any contractual licence, right or interest to occupy the whole or any part of the said property or accept or agree to accept a surrender of any lease, underlease, tenancy, licence or agreement;
(t)	shall obtain all necessary sanctions licenses or permits that may be required for the purpose of carrying on the business carried on by the Company in connection with the Charged Assets and it shall at all times conform to and observe the provisions of such sanctions licences and permits and of all statutes bye-laws and regulations applicable to such business;
(u)	shall ensure that it keeps in full force and effect and so often as is necessary promptly renew the Licences and apply for and obtain any extension to or renewal or replacement of the Licences necessary or desirable in connection with the Mortgaged Property;
(v)	shall pay all stamp duty registration fees and other outlay together with the Bank’s legal fees in connection with this security;
(w)	shall not after the date hereof without the prior written consent of the Bank lend monies to or enter into any guarantee for monies borrowed by or the indebtedness of any person and shall not permit the issue of any guarantee or indemnity by a third party on its behalf in respect of which there is recourse to it;
(x)	shall not carry out any development within the meaning of the Planning Acts in or upon the Mortgaged Property hereby charged without first obtaining such permission as may be required under or by virtue of the Planning Acts;
(y)	shall give five business days’ notice to the Bank of its intention, and promptly notify the Bank of any intention on the part of any person of which it becomes aware, to present a petition or analogous proceedings or actions for the appointment of an Examiner, liquidator or any similar officer to, or over the whole or any part of its assets or those of a Related Company;
(z)	shall deposit with the Bank (unless the Bank shall otherwise agree) and permit the Bank to retain the following:-

(i)	all deeds, instruments, agreements and documents of title relating to the Mortgaged Property from time to time belonging to it (and the insurance policies relating thereto); and
(ii)	all such other documents relating to its Charged Assets as the Bank may from time to time reasonably require; and

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(aa) shall procure that all monies over which security is created by this Deed or arising from or in connection with the Disposal.

5.2 In the case of default by the Company in the performance of any of the foregoing covenants, the Bank may (but shall not be obliged to) do whatever may be necessary to make good such default, and all sums expended by the Bank in that behalf shall be added to the monies hereby secured and bear interest at the Default Rate, and for the aforesaid purpose the Company permits the Bank to enter upon any or all of the aforesaid properties to effect such repairs as the Bank may consider necessary without thereby becoming liable as a mortgagee in possession, and the Bank may effect insurances in such amounts and against such risks as the Bank shall decide irrespective of whether the Company is in default in the manner described in Clause 5.1(e).

6. POWER OF SALE

6.1

At any time after the Secured Obligations shall have become due and payable, the Bank may forthwith without any further demand on or notice to the Company exercise the statutory power of sale conferred on mortgagees by the Act free from the restrictions imposed by Section 20 thereof and Section 17 of the Act shall not apply to the mortgages and charges hereby created.

6.2

Immediately upon the Bank making demand upon the Company for payment and discharge of the Secured Obligations or any part thereof or immediately upon the Secured Obligations becoming otherwise due and payable in accordance with the provisions hereof the Secured Obligations shall be deemed to have become due within the meaning of Section 19 of the Act and this security shall immediately become enforceable and the power of sale and other powers conferred by the said Sections as varied or extended by this Deed and all other powers conferred upon the Bank by this Deed shall be immediately exercisable.

7. APPOINTMENT OF RECEIVER

7.1 The Bank may, at any time after the power of sale may become exercisable (whether or not the Bank have entered into or taken possession of the Charged Assets or if the Bank is requested by a resolution of the board of directors of the Company) appoint, by writing under the hand of any manager of the Bank, any person or persons (including an official of the Bank) to be a Receiver of the Charged Assets or any part or parts thereof (and, in the case of the latter, the powers herein conferred on a Receiver shall have the effect as though every reference to the Charged Assets were a reference to the relevant part or parts of such assets) upon such terms as to remuneration (and the restrictions in Section 24(6) of the Act shall not apply) and otherwise as the Bank may, from time to time, think fit and may similarly remove any Receiver and appoint another in his stead, and any Receiver so appointed shall be the agent of the Company for all purposes, and the Company shall be solely responsible for his contracts, engagements, acts, defaults, omissions and losses and for liabilities incurred by him, for his misconduct and for his remuneration, and any such Receiver shall have the power, either in his own name or in the name of the Company (in the case of joint Receivers such powers being exercised jointly or severally):-

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(a)	to enter upon, take possession of, collect and get in, the Charged Assets or any part thereof;
(b)	to carry on, manage or concur in carrying on or managing the business or any part thereof of the Company which relates to or is connected with the Charged Assets as he may think fit including (without limitation) power to perform, repudiate, rescind or vary any other contract or agreement to which the Company is a party;
(c)	for the purpose of exercising any of the powers, authorities and discretions conferred on him by or pursuant to this Deed and/or defraying any costs, charges, losses or expenses (including his remuneration) which shall be incurred by him in the exercise thereof or for any other purpose, to make advances or to raise or borrow money either unsecured or secured on the Charged Assets or any part thereof in priority to, pari passu with, or subsequent to, the security hereby constituted or otherwise and at such rate or rates of interest and generally on such terms and conditions as the Receiver may think fit;
(d)	to sell or exchange, or concur in selling, or exchanging, the Charged Assets or any part thereof and to grant, or concur in granting or enter into any leases, tenancies, licences, options and rights of user for any term (without the need to observe any of the provisions of Section 18 of the Act) and to grant, or concur in granting, renewals and surrenders or accept, or concur in accepting, surrenders of any leases or tenancies at or for such considerations, rents and premiums and upon such terms and conditions (including provisions for the review of rent and the granting of long leases at a premium with or without a rent reserved) as the Receiver shall, in his absolute discretion, think fit and, without prejudice to the generality of the foregoing, he may do any of the aforementioned things for a consideration consisting of cash, debentures or other obligations, shares, stock or other valuable consideration, and any such consideration may be payable in a lump sum or by instalments spread over such period as he may think fit, and to carry into effect and complete any such transaction by executing any deeds or documents as may be necessary or appropriate in the name of, or on behalf of the Company. Sales of property may be by public auction, tender or private treaty with or without advertisement and in such lot or lots as the Receiver may, in his absolute discretion, think fit. Fixtures and/or plant and machinery may be severed and sold separately from the property containing them without the consent of the Company;
(e)	to promote the formation of a subsidiary company and/or companies of the Company with a view to such subsidiary company and/or companies purchasing, leasing, licensing or otherwise acquiring interests in all or any of the assets of the Company;

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(f)	to make allowances to and re-arrangements with any lessees, tenants or other persons from whom any rents or profits may be receivable (including the granting of any licences and reviewing rent in accordance with the terms of, and varying the provisions of, any leases affecting the Charged Assets);
(g)	to make and effect all such repairs, structural and other alterations, improvements, additions and developments in or to the Charged Assets or any part thereof as he may consider fit, and to purchase or otherwise acquire any materials, articles or things and do anything else in connection with the said assets which the Receiver may think desirable for the purpose of making productive or increasing the letting or market value of the said assets or protecting the security constituted by this Deed and to develop or improve any property and in particular if any property is in the course of development or improvement to carry out and complete any such development or improvement and for that purpose a Receiver may (but shall not be bound to) adopt and enforce or repudiate, rescind or vary any contract already made by the Company in connection therewith and may acquire any right, easement or privilege for the benefit of any of the properties and apply for planning permissions and any other necessary statutory or other consents (or appeal against refusal thereof) in any case aforesaid as may seem to him to be necessary or desirable on such terms as he shall consider fit;
(h)	to arrange for or provide all the services (including, without prejudice to the generality of the foregoing, the lighting, heating and cleaning) which may be deemed proper for the efficient use or management of the Charged Assets;
(i)	to reconstruct, alter, improve, decorate, furnish, complete and maintain the whole or any part of the buildings hereby charged;
(j)	to effect such insurances as he shall, in his absolute discretion, think fit;
(k)	to redeem any prior encumbrance and to settle and prove the accounts of the encumbrancer, and accounts so settled and proved shall be conclusive and binding on the Company and the money so paid shall be a receivership expense;
(l)	to exercise, or permit the Company or any nominees of the Company to exercise, any powers or rights under the Assigned Contracts or any of them or under the Occupational Lease or incidental to the ownership of the Charged Assets or any part thereof in such manner as he may think fit and in particular (as regards shares, stock and the Securities) any voting rights conferred by the same and (as regards the Securities) any rights of enforcing the same by foreclosure, sale or otherwise, and to call up all or any portion of the uncalled capital of the Company;

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(m)	to settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is, or claims to be, a creditor of the Company or which relate in any way to the Charged Assets or any part thereof;
(n)	to bring, prosecute, enforce, defend and abandon all such actions, suits and proceedings in relation to the Charged Assets or any part thereof as may seem to him to be expedient;
(o)	to appoint, hire and employ and to remunerate agents, servants, attendants, workmen and others on such terms and generally in such manner as he shall think fit, either in connection with any exercise by him of any of the foregoing powers or otherwise for any purpose connected with the Charged Assets or any part thereof and to discharge any person so appointed, hired or employed;
(p)	to take recover collect and get in all or any part of the book debts and other debts hereby charged and for that purpose to give such notice to the Company’s debtors as may be required or to sue take any proceedings in the name of the Company or otherwise as may seem expedient and to sell assign or otherwise deal with all or any part of the book debts and other debts hereby charged in such manner and generally on such terms and conditions (and whether for a lump sum or for a consideration payable in instalments and whether for cash or for a consideration other than cash) as may seem to him to be expedient;
(q)	to do all such other acts and things as he may consider necessary or desirable for the realisation of any of the Charged Assets or any part thereof or incidental or conducive to any of the matters, powers or authorities conferred on a Receiver under or by virtue of these presents, and to exercise and do, in relation to the Charged Assets or any part thereof, all such powers, authorities and things as he would be capable of exercising if he were the absolute beneficial owner of the same.

8. APPROPRIATION

8.1 All monies received by the Bank in the exercise of its powers under this Deed or by any Receiver shall, subject to the repayment of any claims having priority to these presents and, save insofar as otherwise directed by the Bank, be applied in the following order:-

(a)	in payment of all proper costs, charges and expenses of, and incidental to the appointment of, the Receiver and the exercise of all or any of his powers including his remuneration and all outgoings properly paid by the Receiver and liabilities incurred by him as a result of such exercise;
(b)	in or towards payment to the Bank of the Secured Obligations;
(c)	the surplus (if any) shall be paid to the Company or such other person or entity as may be entitled thereto.

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9. RESPONSIBILITY FOR RECEIVER

9.1

The Bank shall not incur any liability in respect of any contracts, engagements, acts, omissions, defaults or losses of the Receiver or for liabilities incurred by him or for any misconduct by him or for his remuneration (either to the Company or to any other person whatsoever) by reason of its making his appointment as such Receiver or of its having made or given any regulation or direction to such Receiver or for any other reason whatsoever except where same relate to the gross negligence, wilful default or fraud on the part of the Receiver.

9.2

The Bank may, from time to time, fix the remuneration of any Receiver and direct payment of such remuneration out of monies accruing to him in the exercise of his powers as such Receiver but the Company alone shall be liable for the payment of such remuneration.

10. ADDITIONAL POWERS OF THE BANK

10.1

All or any of the powers, authorities and discretions which are conferred by this Deed, either expressly or impliedly, upon a Receiver of the Charged Assets, may be exercised by the Bank in relation to the whole of such assets or any part thereof without first appointing a Receiver of such assets or any part thereof or notwithstanding the appointment of a Receiver of such assets or any part thereof.

10.2

The powers conferred by this Deed in relation to the Charged Assets or any part thereof on the Bank or on any Receiver of such assets or any part thereof shall be in addition to, and not in substitution for, the powers conferred on mortgagees or Receivers under the Act, and where there is any ambiguity or conflict between the powers contained in the Act and those conferred by this Deed as aforesaid then the terms of this Deed shall prevail.

11.

DELEGATION OF POWERS OF THE BANK

The Bank may, at any time and from time to time, delegate by power of attorney or in any other manner (including, without limitation, under the hand of any officer of the Bank) to any person or persons or company or fluctuating body of persons all or any of the powers, authorities and discretions which are, for the time being, exercisable by the Bank under this Deed or under the Act in relation to the Charged Assets or any part thereof, and any such delegation may be made upon such terms and conditions (including power to sub-delegate) and subject to such regulations as the Bank may think fit, and the Bank shall not be in any way liable or responsible to the Company for any loss or damage arising from any act, default, omission, or misconduct on the part of any such delegate (or sub-delegate).

12. LIABILITY OF THE BANK IN POSSESSION

12.1 If the Bank or any Receiver appointed by the Bank or any such delegate (or sub-delegate) as aforesaid shall enter into possession of the Charged Assets or any part thereof, the Bank may, from time to time at pleasure, go out of such possession.

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12.2	The Bank shall not, in any circumstances either by reason of any entry by it into, or taking by of possession of, the Charged Assets or any part thereof or for any other reason whatsoever and whether as mortgagee in possession or on any other basis whatsoever, be liable to account to the Company for anything except the its own actual receipts or be liable to the Company for any loss or damage arising from any realisation by the Bank of the Charged Assets or any part thereof or from any act, default or omission of the Bank in relation to the Charged Assets or any part thereof or from any exercise or non-exercise by the Bank of any power, authority or discretion conferred upon it in relation to the Charged Assets or any part thereof by or pursuant to this Deed or by the Act except where such loss, damage or liability is related to the gross negligence, wilful default or fraud on the part of the Bank or the Receiver.
12.3	All the provisions of Clause 12.2 shall apply in respect of the liability of any Receiver of the Charged Assets or any part thereof and in respect of the liability of any such delegate (or sub-delegate) as aforesaid in all respects as though every reference in Clause 12.2 to the Bank were instead a reference to such Receiver or (as the case may be) to such delegate (or sub-delegate).
12.4	The Company shall indemnify the Bank and every Receiver against all actions, claims, demands, losses, expenses or liabilities of whatever nature now or hereafter incurred by it or by any officer, agent or employee for whose liability act or omission it may be answerable for anything done or omitted in the exercise or purported exercise of the powers herein contained or occasioned by any breach by the Company of any of its covenants or other obligations to the Bank except where same relate to the gross negligence, wilful default or fraud on the part of the Bank or a Receiver.

13.

FURTHER DOCUMENTATION

The Company shall at any time execute and do all such assurances, acts and things as the Bank may require for perfecting or protecting the security created by this Deed over the Charged Assets both present and future or any part thereof or for facilitating the realisation of such assets and the exercise of all powers, authorities and discretions vested in the Bank or in any Receiver of the Charged Assets or any part thereof or in any such delegate (or sub-delegate) as aforesaid and shall, in particular, execute all mortgages, charges, transfers, conveyances, assignments and assurances of the Charged Assets whether to the Bank or to its nominee(s) and give all notices, orders and directions which the Bank may think expedient.

14. ATTORNEY

14.1 The Company hereby, by way of security, irrevocably appoints the Bank and separately every Receiver of the Charged Assets or any part thereof appointed hereunder and every such delegate (or sub-delegate) as aforesaid to be its attorney and on its behalf and in its name, or otherwise to execute and do all such assurances, acts and things which the Company ought to do under the covenants and provisions contained in this Deed but has failed to do so and generally, on its behalf and in its name, to exercise all or any of the powers, authorities and discretions conferred by or pursuant to this Deed or by the Act, on the Bank or any such Receiver, delegate or sub-delegate and (without

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prejudice to the generality of the foregoing) to seal and deliver and otherwise perfect any deed, assurance, agreement, instrument or act which it or he may deem proper in or for the purpose of exercising any of such powers, authorities and discretions. The provisions of this clause 14.1 shall take effect from the occurrence of an Enforcement Event.

14.2 The Company hereby ratifies and confirms and agrees to ratify and confirm whatever any such attorney as is mentioned in Clause 14.1 shall do or purport to do in the exercise or purported exercise of all or any of the powers, authorities and discretions and to do all deeds, instruments, mortgages and things as may be, or as the Bank or any Receiver may consider to be, requisite for carrying out any obligation imposed on the Company under Clause 13 above, or for enabling the Bank to exercise their/its power of sale or for carrying any such sale or other disposal made under such power into effect by executing instruments of transfer (or completing partially completed instruments executed by the Company).

15.

PROTECTION FOR THIRD PARTY PURCHASERS

No person dealing with the Bank or with any Receiver or with any such delegate or sub-delegate as aforesaid shall be concerned to enquire whether any event has happened upon which any of the powers, authorities and discretions conferred by or pursuant to this Deed in relation to the Charged Assets or any part thereof are or may be exercisable by the Bank or by any Receiver, delegate or sub-delegate or otherwise as to the propriety or regularity of acts purporting or intended to be in exercise of any such powers, and all the protection to purchasers contained in Sections 21 and 22 of the Act shall apply to any person purchasing from, or dealing with, the Bank or any Receiver, delegate or sub-delegate in like manner as if the statutory powers of sale and of appointing a Receiver in relation to the Charged Assets had not been varied or extended by these presents.

16.	FURTHER PROTECTION
	In addition to all other protection afforded by law, any person dealing with the Bank or any Receiver or any delegate (or sub-delegate) as aforesaid shall be entitled and bound to assume without enquiry that some monies are owing on the security hereof and have become payable.

17. ADDITIONAL AND CONTINUING SECURITY

17.1	This security shall be in addition to and shall not prejudice, or be prejudiced by, any other security, right, remedy or lien which the Bank may now, or at any time hereafter, have or hold for all or any of the Secured Obligations.
17.2	This security shall be a continuing security to the Bank for all debts and liabilities owing by, and obligations from time to time of, the Company to the Bank and shall not be considered as satisfied or discharged by any intermediate payment or satisfaction of the whole or any part of the debts or liabilities or obligations hereby secured.

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18. NEW ACCOUNT AND SET-OFF

18.1

If the Bank receives notice (whether actual or otherwise) of any subsequent charge or other interest affecting the Charged Assets or any part thereof to which it has not consented, the Bank may forthwith open a new account or accounts for the Company, and if the Bank does not open a new account it shall nevertheless be treated as if it had done so at the time of receipt (or deemed receipt) of such notice, and as from that time all monies paid by the Company shall be credited or be treated as having been credited to the new account and shall not operate to reduce the amount due to the Bank by the Company at the time of receipt (or deemed receipt) of such notice, and furthermore the Bank may forthwith discontinue any guarantee or any other facility given or granted on the account of the Company.

18.2

The Bank shall have, in addition to any general lien or similar right (if any) to which it may be entitled by law, the right at any time or times and without notice to the Company after demand has been made hereunder on or after the occurrence of an Enforcement Event to combine or consolidate all or any of the then existing accounts (including accounts in the name of the Bank) of the Company with it and/or set-off or transfer any sum or sums standing to the credit of any one or more of such accounts (whether subject to notice or restriction on availability or not and whether denominated in Euro or in a foreign currency) in or towards satisfaction of any of the liabilities of the Company to the Bank on any other account or in any other respect whether such liabilities be actual contingent primary collateral several or joint. In the case of all accounts (whether denominated in Euro or in a foreign currency) the Bank may elect to convert all or any of such accounts (in whole or in part) into the currency or currencies of the whole or any part of the liability of the Company and the rate of exchange shall be the Bank’s spot rate for the currency in question prevailing at or about 11.00 am on the date the Bank exercises its rights hereunder.

19.

VARIATION

The Bank may in its discretion grant time or other indulgence or make any other arrangement variation or release with any person or persons (whether or not a party hereto and whether or not such person or persons are jointly and/or severally liable with the Company) in respect of the Secured Obligations or of any other security therefor without prejudice either to this security or to the liability of the Company for the Secured Obligations.

20.

BENEFIT OF DEED

This Deed shall remain enforceable, valid and binding for all purposes notwithstanding any change in the name of the Bank or its absorption of, or by, or amalgamation or consolidation with, any other company or any change in the constitution of the Bank, their successors or assigns or the company by which the business of the Bank may from time to time be carried on and shall be available to such successors, assigns or company carrying on that business for the time being.

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21. NOTICES

21.1

Each communication to be made hereunder shall be made in writing but, unless otherwise stated, may be made by facsimile or letter.

21.2

Any communication or document to be made or delivered by one person (the “Sender”) to another (the “Addressee”) pursuant to this Deed shall (unless the Addressee has by fifteen days’ prior written notice to the Bank specified another address) be made or delivered to the Addressee at the address hereinbefore specified and shall be deemed to have been made or delivered when despatched (in the case of any communication made by facsimile) or (in the case of any communication made by letter) when left at that address or (as the case may be) two days after being deposited in the post (postage prepaid) in an envelope addressed to the Addressee at that address Provided that any communication or document to be made or delivered to the Bank shall be effective only when received by the Bank.

22. FOREIGN CURRENCY

22.1	All monies received or held by the Bank or by a Receiver under this Deed may from time to time after demand has been made be converted into such other currency as the Bank or the Receiver considers necessary or desirable to cover the obligations and liabilities of the Company in that currency at the then prevailing spot rate of exchange of the Bank (as conclusively determined by the Bank) for purchasing the currency to be acquired with the existing currency.
22.2	If and to the extent that the Company fails to pay the amount due on demand the Bank may in its absolute discretion without notice to the Company purchase at any time thereafter so much of a currency as the Bank considers necessary or desirable to cover the obligations and liabilities of the Company in such currency at the then prevailing spot rate of exchange of the Bank (as conclusively determined by the Bank) and the Company hereby agrees to indemnify the Bank against the full price (including all costs, charges and expenses) paid by the Bank.
22.3	The Company shall be obliged to pay to the Bank the full amount of the Secured Obligations in the currencies in which they are denominated. No payment to the Bank (whether under any judgment or court order or otherwise) shall discharge the obligation or liability of the Company in respect of which it was made unless and until the Bank shall have received payment in full in the currency in which such obligation or liability was incurred and to the extent that the amount of any such payment shall on actual conversion into such currency fall short of such obligation or liability expressed in that currency the Bank shall have a further separate cause of action against the Company and shall be entitled to enforce the security hereby created to recover the amount of the shortfall. Interest shall accrue on the amount of the shortfall at the Default Rate until the same has been discharged in full.

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23. MERGER

23.1	Nothing contained in this Deed shall operate so as to merge or otherwise prejudice or affect any bill note guarantee mortgage or other security or any contractual or other right which the Bank may at any time have for the Secured Obligations or any right or remedy of the Bank thereunder and any receipt release or discharge of the security provided by or of any liability arising under this Deed shall not release or discharge the Company from any liability to the Bank for the same or any other indebtedness which may exist independently of this Deed.
23.2	Where the security hereby given initially takes effect as a collateral or further security then notwithstanding any receipt release or discharge endorsed on or given in respect of or under the principal security to which this Deed operates as a collateral or further security the security hereby provided shall in respect of any money or liabilities or other sums which were originally intended to be secured be an independent security for any such money or liabilities or other sums.
23.3	The Bank may in its absolute discretion at all times pending the payment to the Bank of the whole of the Secured Obligations place and keep to the credit of a separate or suspense account any money received by the Bank by virtue of the security created hereunder by the Company for so long and in such manner as the Bank may determine without any obligation to apply the same or any part thereof in or towards the discharge of the Secured Obligations.
23.4	The Bank may apply allocate or appropriate the whole or any part of any payment made by the Company hereunder and any moneys received by the Bank from any Receiver or Receivers appointed by the Bank hereunder or the proceeds of realisation of any part of the Charged Assets to such part or parts of Secured Obligations as the Bank may in its sole discretion think fit to the entire exclusion of any right of the Company to do so.

24. GOVERNING LAW

24.1

This security shall be governed by, and construed in accordance with, the laws of Ireland.

24.2

The Company irrevocably agrees for the exclusive benefit of the Bank that any legal action or proceedings (“Proceedings”) brought against it with respect to this Deed may be brought in the High Court in Ireland or such other competent Court of Ireland as the Bank may elect and the Company waives any objection to Proceedings in such courts whether on the grounds of venue or on the ground that proceedings have been brought in any inconvenient form. The Company undertakes to enter an unconditional appearance within 14 days after the completion of any service of process in any Proceedings. The Company hereby consents to the service by post of any process issued in that jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law.

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24.3 Nothing in this Clause shall limit the right of the Bank to take Proceedings to any other court or competent jurisdiction nor shall the taking of Proceedings in any or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

25. GENERAL

25.1	A waiver of any breach of any of the terms, provisions or conditions of this Deed or the acquiescence in any act (whether of commission or omission) which but for such acquiescence would be a breach as aforesaid shall not constitute a general waiver of such term provision or condition or of any subsequent act contrary thereto. The rights and remedies provided in this Deed are cumulative and not exclusive to any rights or remedies provided by law.
25.2	These presents shall bind the Company’s successors but shall not be assigned by it. The Bank shall have a full and unfettered right to assign or transfer all or any part of their rights and/or obligations under this Deed and any assignee or other successor shall be entitled to enforce and proceed with this security in the same manner as if named herein. The Bank shall be entitled to impart to any potential assignee, successor or participant such information about the Company and this Deed as the Bank shall consider appropriate.
25.3	Each of the provisions of this Deed is severable and distinct from the others and if at any time one or more of such provisions is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
25.4	This Deed may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which, when executed and delivered, shall constitute an original, but all the counterparts shall together constitute one and the same instrument.

26. ASSENT TO CHARGE

26.1 The Company hereby assents to the registration as burdens on the folio of any registered land referred to in Clause 3 of which it is the registered owner:-

(i)	of the fixed or specific charge hereby created on the said land;
(ii)	on crystallisation of the floating charge, of such crystallised charge; and
(iii)	of the power of any Receiver appointed hereunder to charge the said land.

26.2 The address of the Bank in the State for the service of notices and its description are Lower Baggot Street, Dublin 2, Financial Institution.

27.	LAND ACT CERTIFICATE
	The Bank hereby certifies that it is a qualified person for the purposes of Section 45 of the Land Act, 1965.

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SCHEDULE

The Mortgaged Property

ALL THAT AND THOSE the property comprised in Folio 13747L County Cork.

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IN WITNESS whereof this Deed has been executed on the day and year first herein written.

/s/ Timothy V. Crean
Timothy V. Crean
Director

/s/ Eamonn Reardon
Eamonn Reardon
Secretary

PRESENT when the common seal of
SIFCO TURBINE COMPONENTS LIMITED
was affixed hereto
in the presence of:-

SIGNED by                                         
for and on behalf of
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
in the presence of:-

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