a s e at i n t h e u p p e r h o u s e d e b e n t u r e s - Jules Akel

(b) on an eVective resolution being passed by the members to dissolvethe Club.11. No early repayment on incorporation of the Club14. NoticesA notice sent through the post in a prepaid envelope addressed to theDebenture Holder at the address of such Debenture Holder contained inthe Register from time to time shall be deemed due service of such noticeon such Debenture Holder and shall be deemed to have been served 7 daysafter the same is posted.18. LanguageThese OVer Terms and all communications with Debenture Holders shallbe in the English Language.Section iii of this document.3. For the avoidance of doubt, and subject to the OVer Terms, the RelevantDebenture Seating Area for Mound Stand Gold Restricted Term Debenturesshall be in the Upper Mound Stand.11.1: Without prejudice to any other provision of the OVer Document,19. Governing Lawthe Club shall be entitled, immediately prior to the transfer of all orsubstantially all of the Club’s business and assets to one or more body orbodies corporate which will act as the successor organisation(s) to the Club(“Successor Organisation(s)”), notionally to repay all the Debentures to theDebenture Holders and to cancel all the obligations of the Club under theOVer Document without any further liability to the Club provided thatsuch repayments are utilised towards the issue of replacement debenturesby (one of) the Successor Organisation(s) to such Debenture Holders, theterms of which shall be identical mutatis mutandis to the OVer Terms (savethat no premium or v.a.t. element will be chargeable on the replacementdebentures to be issued by such Successor Organisation) taking into accountthe then expired Term and/or then expired Ticket Rights under theseDebentures (an “Incorporation Reissue”).11.2: Each Debenture Holder consents to any Incorporation Reissue and,irrevocably, authorises the Club to appoint a person or body corporate toexecute such documents (executed as deeds where appropriate) and to takesuch action on behalf of a Debenture Holder as in the opinion of the Club maybe required in connection with and/or to eVect an Incorporation Reissue.12. Replacement CertificatesIf a Certificate be worn out, defaced or lost, it may be renewed on paymentof such reasonable amount and on such terms as to identity, indemnity andexpense incurred by the Club in investigating title as the Club thinks fit,and subject to, in the case of the replacement of a worn out or defacedCertificate, the surrender to the Club of the original Certificate before theissue of the replacement.13. Force majeure13.1: In these OVer Terms “force majeure” shall mean any cause preventingthe Club from performing any or all of its obligations which arises from oris attributable to acts, events, omissions or accidents beyond the reasonablecontrol of the Club including strikes, lock outs or other industrial disputes(whether involving the workforce of the Club or of any other party), act ofGod, war, terrorism, riot, civil commotion, malicious damage, compliancewith any law or governmental order, rule, regulation or direction, accident,breakdown of plant or machinery, fire, flood, storm, default of suppliersor sub-contractors, acts or omissions of governmental or non-governmentalauthority, acts or omissions of the icc (or any successor body), acts oromissions of any member country of the icc (or any successor body) fromtime to time, or acts or omissions of the ecb (or any successor body).13.2: If the Club is prevented or delayed in the performance of any ofits obligations under the OVer Terms by force majeure, it shall have noliability in respect of the performance of such of its obligations as areprevented by the force majeure events during the continuation of suchevents, and for such time after they cease as the Club in its absolutediscretion shall consider necessary.15. Entire agreement and representationsEach applicant for a Debenture confirms that the OVer Terms (upon hisapplication to subscribe for Debentures being accepted by the Club) willconstitute the entire agreement between the applicant and the Club inrespect of the issue of such Debentures. Each applicant acknowledges andagrees that in applying to subscribe for Debentures he does not rely on,and shall have no remedy in respect of, any statement (whether written ororal), representation, warranty or understanding (whether negligently orinnocently made) of any person (including without limitation the Club, itsoYcers, employees, advisers and agents) other than as expressly set out in theOVer Terms. However, the foregoing shall not operate to limit or excludeany liability for fraud.16. Variation and future oVers16.1: The OVer Terms may be varied by a resolution of the m.c.c.Committee where such change is necessary or desirable in order to complywith any applicable legal or regulatory requirement. In such circumstances,the Club shall inform the Debenture Holders in writing forthwith.16.2: Variations to the OVer Terms, other than those specified in Clause16.1, may be made by a resolution of the m.c.c. Committee, subject tothe Club receiving the written consent of Debenture Holders who betweenthem hold more than 50% in value of the outstanding Nominal Value of theDebentures. Such written consent can be given by such Debenture Holderssigning diVerent documents. The Club shall ensure that a request for anysuch consent is posted to all Debenture Holders at the same time.16.3: Shortly before or upon the expiry of the relevant Ticket Rights Periodrelating to each type of Debenture the Club may implement or oVer (butshall not be bound so to do) a new debenture scheme or schemes in relationto the Designated Seats which will become available on the expiry of suchTicket Rights Periods (the “Expired Seats”) on terms and at such prices to bedetermined by the Club in its absolute discretion at such times (the “FutureSchemes”). The holder of the Debenture to which an Expired Seat relateswill be given priority (in such form and on such terms as the Club maydetermine at the relevant time in its absolute discretion) to participate in theFuture Scheme which relates to such Expired Seat.17. Third Party RightsA person who is not an applicant for a Debenture or a Debenture Holdermay not enforce any of the OVer Terms or rights conferred by theDebentures and each applicant and Debenture Holder agrees that theContracts (Rights of Third Parties) Act 1999 shall not apply to the OVerTerms and/or the Debentures.The OVer Terms and the Debenture and any disputes that may arise inconnection therewith, shall be governed in all respects by English law andshall be subject to the exclusive jurisdiction of the English courts.Part 2—Provisions Applicable to Mound Stand Gold Debentures only1. Each Mound Stand Gold Debenture shall entitle its holder to onereservation on each Debenture Match Day (provided always he has exercisedhis right to buy a ticket for such match) at the open-air restaurant facilitylocated in the Upper Mound Stand, provided that such Debenture Holdernotifies the Club (in such manner as the Club may prescribe from time totime) that he would like to take up his reservation by no later than 10th Mayin respect of Debenture Matches held on or before 1st July 2007 and, inrelation to subsequent Debenture Matches, 2 months prior to the relevantDebenture Match.2. For the avoidance of doubt, and subject to the OVer Terms, the RelevantDebenture Seating Area for Mound Stand Gold Debentures shall be in theUpper Mound Stand.Part 3—Provisions Applicable to Mound Stand Silver Debentures only1. Each Mound Stand Silver Debenture shall entitle its holder to onereservation subject to availability on each Debenture Match Day (providedalways he has exercised his right to buy a ticket for such match) at the openairrestaurant facility located in the Upper Mound Stand, or in the event thatno such reservation is available, to one reservation in the Tavern BanquetingSuite (or any other dining facility as may be designated by the Club fromtime to time) provided that such Debenture Holder notifies the Club (insuch manner as the Club may prescribe from time to time) that he wouldlike to take up his reservation by not later than 10th May 2007 in respectof Debenture Matches held on or before 1st July 2007 and, in relation tosubsequent Debenture Matches, two months prior to the date of the relevantDebenture Match.2. For the avoidance of doubt, and subject to the OVer Terms, the RelevantDebenture Seating Area for Mound Stand Silver Debentures shall be in theUpper Mound Stand.Part 4—Provisions Applicable to Mound Stand Gold Restricted TermDebentures only1. For the avoidance of doubt, the Ticket Rights Period for the Mound StandGold Restricted Term Debentures shall run from 27th February 2007 to 31stOctober 2009 only.2. A Mound Stand Gold Restricted Term Debenture Holder, duringsuch reduced Ticket Rights Period, shall be entitled to the rightsattaching to Mound Stand Gold Debentures as set out in Part 2 ofPart 5—Provisions Applicable to Mound Stand Silver RestrictedTerm Debentures only1. For the avoidance of doubt, the Ticket Rights Period for Mound StandSilver Restricted Term Debentures shall run from 27th February 2007 to 31stOctober 2010 only.2. A Mound Stand Silver Restricted Term Debenture Holder, duringsuch reduced Ticket Rights Period, shall be entitled to the rights applyingto Mound Stand Silver Debentures as set out in Part 3 of Section iii ofthis document.3. For the avoidance of doubt, and subject to the OVer Terms, theRelevant Debenture Seating Area for Mound Stand Silver Restricted TermDebentures shall be in the Upper Mound Stand.Part 6—Provisions Applicable to Grand Stand Bronze Debentures only1. For the avoidance of doubt, the Relevant Debenture Seating Area forGrand Stand Bronze Debentures shall be located in the Upper Grand Stand.Part 7—Provisions Applicable to Grand Stand Bronze RestrictedTerm Debentures only1. For the avoidance of doubt, the Ticket Rights Period for Grand StandBronze Restricted Term Debentures shall run from 27th February 2007 to31st October 2011 only.2. For the avoidance of doubt, the Relevant Debenture Seating Area forGrand Stand Bronze Restricted Term Debentures shall be located in theUpper Grand Stand.s e c t i o n i v Financial InformationThe following financial information, which does not comprise statutoryaccounts for the purposes of Section 240 of the Companies Act 1985, hasbeen extracted without material adjustment from the audited financialstatements of the Club for the period ended 31st December 2005, beingthe latest available audited financial statements of the Club as at the dateof this document.