GUARANTEE & INDEMNITY
BETWEEN
ELCOM INFORMATION TECHNOLOGY LIMITED
ELCOM HOLDINGS LIMITED
AND
LLOYDS TSB COMMERCIAL FINANCE LIMITED
GUARANTEE AND INDEMNITY
To LLOYDS TSB Commercial Finance Limited
Xxxxxx Xxxxx
Xxx Xxxxxx Xxxxx
Xxxxxxxx
Xxxxxx XX0 0XX
1. We, the Guarantors and Indemnifiers, whose names appear in the schedule
hereto have agreed to give you as contained in the succeeding clauses
hereof, as many separate and independent guarantees and indemnities as
there are parties hereto (other than you) whereby the liabilities to you of
each and every one of us are guaranteed by the others of us and whereby
each one of us indemnifies you against any losses (as defined herein)
arising from transactions between you and any other of us.
2. Accordingly in this deed except where the context otherwise requires:
(1) words implying the singular shall include the plural and words
implying any of the three genders shall include either of the other
two;
(2) the expression "Principal" shall mean and apply to any one of us for
whose liabilities any such guarantee is given and in respect of whose
transactions with you any such indemnity is given;
(3) the following expressions shall have the meanings assigned to them
below:
"Agreement"
any agreement between the Principal and you for the factoring,
discounting and/or financing of book debts and/or receivables,
"Indulgence"
any indulgence, agreement not to xxx or release of any charge lien or
other security or any part thereof,
"Losses"
losses, costs, damages, claims, interest and expenses and
(4) any other expression used in the Agreement shall have the meaning
attributed to it therein.
3. We hereby guarantee:
(i) the due performance of all the obligations of the Principal under the
Agreement and any other agreement and
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(ii) upon your demand in writing the due payment of all amounts payable or
which may at any time hereafter become payable to you by the Principal
whether arising under the Agreement or otherwise.
4. Without prejudice to the provisions of paragraph 3 hereof, we hereby agree
to indemnify you and hold you harmless against all losses you may suffer or
incur by reason of any failure of the Principal to comply with any term of
the Agreement or of any other agreement between the Principal and you.
5. The guarantee given herein shall be a continuing guarantee, shall apply to
the ultimate amount payable by the Principal and shall not be discharged by
any intermediate payment or satisfaction by the Principal.
6. Our liability under this guarantee and indemnity shall not be affected by:
(i) any time or indulgence granted by you to the Principal or any other
person,
(ii) any compromise made by you with the Principal or any other person,
(iii)any variation in the Agreement or in any other agreement between the
Principal and you (whether or not our liability to you may be
increased thereby) or by any defect therein or in its execution or
(iv) any change in the constitution of the Principal
and we shall be liable hereunder in every respect as principal debtors.
7. For the purpose of determining our liability under this guarantee and
indemnity, which shall be additional to and not in substitution for any
other security taken or to be taken by you in respect of the Principal's
obligations to you, we shall in the absence of manifest error be bound by
any acknowledgement in writing or admission in writing by the Principal
signed by an authorised director on its behalf and by any judgment in your
favour against the Principal. For the purpose of determining the amount of
any Losses we shall in the absence of manifest error accept and be bound by
a certificate signed by an authorised director on your companys behalf or
your company secretary. In arriving at the amount payable by the Principal
to you you shall be entitled to take into account all actual liabilities
whether payable presently or in the future and to make a reasonable
estimate of any contingent liability.
8. Any notice or demand on any of us shall be validly given if handed to any
one of its officials or if delivered to or sent by post to its address
stated herein or its registered office or its address last known to you and
if sent by post shall be deemed to be received within seventy-two hours of
posting.
9. We shall be liable to pay you interest calculated from day to day and
compounded monthly at a rate equivalent to the discount charge for which
provision is made in the Agreement on all sums demanded by you hereunder
from the date of your demand to the date when payment is received by you
both before and after any judgment.
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10. Each one of us assigns to you, as security for the due performance of our
obligations hereunder any right of proof, in consequence of any winding up
of the Principal, in respect of any indebtedness of the Principal to that
one of us; and each one of us irrevocably appoints you and your directors
and secretary for the time being jointly and each one of you and them
severally to be his attorney to execute in his name such documents and to
do such other things as you may consider requisite to effect collection of
any dividend or to vote at any meeting in respect of such right of proof.
11. Our liability hereunder shall be joint and several and you may release,
grant indulgence to or compromise with any one of us without affecting the
obligations of the other or others. The liability of any one of us
hereunder shall not be affected by:
(i) any defect in the execution of this deed by any other of us,
(ii) any defect in any other guarantee or indemnity or other security held
by you in respect of the Principal's obligations to you or in the
execution thereof or
(iii) any notice of termination hereof by any other of us.
You may at your discretion (but shall not be obliged to) treat any notice
by any one of us as notice by all of us.
12. Any monies received by you by virtue of or in connection with this
guarantee and indemnity may be placed by you to the credit of a suspense
account with a view to your preserving your right to prove for the whole of
your claim against the Principal in the event of its winding up.
13. This guarantee and indemnity shall remain in full force and effect until
the termination of the Agreement and the discharge in full of all the
Principal's obligations thereunder and after such full discharge until the
expiry of not less than three months notice of termination delivered by any
one of us to your registered office but such termination shall not affect
our liability as regards any liability of the Principal existing or known
to be contingent before the expiry of the period of the said notice with
effect from the date of the receipt of it by you.
14. This guarantee and indemnity shall be construed and take effect according
to English law and we accept the non-exclusive jurisdiction of the English
Courts. If any provision hereof shall be held invalid or unenforceable no
other provisions hereof shall be affected and all such other provisions
shall remain in full force and effect.
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THE SCHEDULE
Guarantors and Indemnifiers:
(1) Elcom Information Technology Limited (name)
0xx Xxxxx, Xxxxxxxx Xxxxx, 000 Xxxxx Xxxxxx, Xxxxxx XX0X 0XX (address)
England & Wales.................................... (country of registration)
2977666........................................................... (number)
(2)Elcom Holdings Limited........................................ (name)
0xx Xxxxx, Xxxxxxxx Xxxxx, 000 Xxxxx Xxxxxx, Xxxxxx XX0X 0XX (address)
England & Wales.................................... (country of registration)
2838561......................................................... (number)
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This document has been executed as a deed by or on behalf of each of us to
indicate our binding agreement to its terms.
SIGNED and DELIVERED as a deed on )
7th day of February 2001 by you )
)
ELCOM INFORMATION TECHNOLOGY LTD)
acting by /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx )
(a Director) and Signature of Director
Xxxxx X. Xxxxxxx
) /s/ Xxxxx X. Xxxxxxx
(a Director / its Company Secretary ) Signature of Director/
) Company Secretary
SIGNED and DELIVERED as a deed on )
7th day of February 2001 by you )
)
ELCOM HOLDINGS LIMITED acting by
Xxxxxx X. Xxxxxxx ) /s/ Xxxxxx X. Xxxxxxx
(a Director) and Signature of Director
Xxxxx X. Xxxxxxx
) /s/ Xxxxx X. Xxxxxxx
(a Director / its Company Secretary ) Signature of Director/
) Company Secretary
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