Supplemental Deed Amending Debenture Between GE Commercial Distribution Finance Limited and Comstor Limited (October 10, 2003)

Summary

This agreement is a supplemental deed between Comstor Limited and GE Commercial Distribution Finance Limited, dated October 10, 2003. It amends a previous debenture from January 30, 2002, by updating certain terms and adding a new guarantee and indemnity related to Westcon Group European Operations Limited. Comstor Limited agrees to pay all secured monies as outlined in the financing agreements, and the deed serves as additional security for those obligations. All other terms of the original debenture remain in effect.

EX-10.22 21 jul0104_ex1022.txt Exhibit 10.22 Final DATED 10 0CTOBER 2003 GE COMMERCIAL DISTRIBUTION FINANCE LIMITED (1) and COMSTOR LIMITED (2) --------------------------------------------- SUPPLEMENTAL DEED --------------------------------------------- Hammonds 7 Devonshire Square Cutlers Gardens London EC2M 4YH DX 136546 Bishopsgate 2 Telephone +44 (0 ###-###-#### Fax +44 (0 ###-###-#### Offices and Associated Offices Aosta Berlin Birmingham Brussels Hong Kong Leeds London Madrid Manchester Milan Munich Paris Rome Turin Website www.hammonds.com Reference GM//DEU.5-32 Final CONTENTS 1 DEFINITIONS AND INTERPRETATION...................................... 1 2 COVENANT TO PAY..................................................... 2 3 CHARGING PROVISIONS................................................. 2 4 AMENDMENTS TO SCHEDULE 2 OF THE DEBENTURE........................... 2 i Final THIS DEED is made the 10 Day of October 2003 by COMSTOR LIMITED ("Company") registered in England and Wales with number 02898318 in favour of GE COMMERCIAL DISTRIBUTION FINANCE LIMITED (formerly Deutche Financial Services (UK) Limited) (the "Security Holder"). INTRODUCTION A This Deed is supplemental to a Debenture dated 30 January 2002 between the Company and the Security Holder a copy of which is attached as the Appendix to this Deed (the "Debenture"). B This Deed amends one of the provisions of the Debenture which save for such amendment shall remain in full force and effect. THIS DEED WITNESSES THAT: 1 DEFINITIONS AND INTERPRETATION 1.1 Debenture Definitions Terms defined in the Debenture shall bear the same meanings when used in this Deed unless the context otherwise requires. 1.2 Interpretation In this Deed references to: (a) "Security Holder" and "Company" include their respective transferees, successors and assigns; (b) "this security" means the security created by this Deed; (c) clauses and the Appendix are to clauses of and the Appendix to this Deed; (d) any agreement or document (including this Deed) include the same as may have been or may from time to time be varied, amended, supplemented, substituted, novated or assigned. 1.3 Effect as a Deed The parties to this Deed intend it to take effect as a deed notwithstanding that Security Holder may have executed it under hand only. 1.4 Incorporation of Debenture The provisions of clauses 2 to 19 (inclusive) to the Debenture in Schedules 1, 3, 4, 5 and 6 of and to the Debenture shall be incorporated in this Deed as if expressly set out in this Deed (save that references therein to "this deed" and the "Financing Agreements" shall be read and construed as including this Deed and the Financing Agreements, as such term is amended by this Deed respectively) and the Company shall comply with all of its obligations thereunder. 1 Final 1.5 Third Party Rights This Deed is not intended to confer any rights or benefits on any person who is not a party to this Deed other than a Receiver. A person who is not a party to this Deed (or a Receiver) may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999. 2 COVENANT TO PAY The Company agrees with the Security Holder to pay the Security Holder the Secured Monies which shall be due, owing and payable to the Security Holder in accordance with the terms of the Financing Agreements or any of them. 3 CHARGING PROVISIONS The Company, with full title guarantee, now gives the charges set out in clause 2.1 of the Debenture in favour of the Security Holder as security for the payment of the Secured Monies as if they were set out in this Deed subject to the amendments to Schedule 2 to the Debenture (amending the definition of "Financing Agreements" as set out in clause 4 of this Deed). 4 AMENDMENTS TO SCHEDULE 2 OF THE DEBENTURE The parties hereby agree that Schedule 2 to the Debenture shall be amended so that: (a) the date appearing in paragraph 3 of Schedule 2 shall be amended to read "December 23, 1997"; and (b) a new paragraph 6 shall be inserted after paragraph 5 of Schedule 2 as follows: "6. Guarantee and Indemnity dated 10 October 2003 between (1) Comstor Limited and (2) the Security Holder in respect of the obligations of Westcon Group European Operations Limited." IN WITNESS whereof this deed has been duly executed as a deed by the Company and signed by the Security Holder and is intended to be and is delivered on the date set out on the first page of this Deed. EXECUTED as a deed by COMSTOR LIMITED acting by two directors or a director and its secretary: Director Signature : /s/ Alan Marc Smith Name : Alan Marc Smith Director/Secretary Signature : /s/ Annamarie Porcaro Name : Annamarie Porcaro 2 Final SIGNED by GE COMMERCIAL DISTRIBUTION FINANCE EUROPE limited by: Authorised Signatory Signature : /s/ Steven Geerlinger Name : Steven Geerlinger THE APPENDIX 3