EXHIBIT 3.11
DATED 1996
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XXXXX XXXXX
AND
XXXXXXXX XXX
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GUARANTEE
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REF: 2990.19 22.4.96 (2)
Date: 1996
Parties:
1. "The Guarantor": XXXXX XXXXX of 00 Xxxxxxxxxxxx Xxxx, Xxxxxx X0X
0XX
2. "The Beneficiary": XXXXXXXX XXX of 0 Xxxxxxxx Xxxx Xxxxxx,
Xxxxxxxxxx, XX 00000 XXX
WHEREAS:
(A) The Beneficiary has agreed to provide a loan facility to Xxxxxxx.Xx
Limited (a company registered in England under number 3069667) ("the
Company") under a Loan Agreement between the Beneficiary and the
Company of even date herewith for a sum of US $210,000 with interest
thereon of 10% per annum ("the Total Facility").
(B) As security for such loan facility, the Company has agreed to procure
that the Guarantor enters into this Guarantee.
Operative provisions:
1. Guarantee
In consideration of the Beneficiary agreeing to provide the loan
facilities and other accommodations to the Company referred to above,
the Guarantor, as primary obligor, hereby unconditionally and
irrevocably guarantees to the Beneficiary, the due payment and
discharge of the Company's present and future indebtedness and other
liabilities to the Beneficiary under the Loan Agreement, whether actual
or contingent and of all interest, commission, charges and expenses
payable in respect thereof ("the Indebtedness"). It is also agreed that
the amount of the Indebtedness shall be reduced each time repayment or
settlement is made of any part of the Total Facility by a sum equal to
each such repayment or settlement.
2. Demand
If there is a shortfall such as specified in clause 1, the Guarantor
shall pay to the Beneficiary on demand, without set-off or other
deduction, an amount equal to the Indebtedness subject to clause 3.2. A
certificate by the Beneficiary's officer of the Indebtedness shall be
conclusive unless manifestly incorrect.
3. Guarantor's liability
3.1 As between the Beneficiary and the Guarantor but without
affecting the Company's obligations, the Guarantor agrees that
the Guarantor shall be liable under this
Guarantee as if the Guarantor were the principal obligor and not
merely a surety and the Guarantor shall not be discharged nor
shall the Guarantor's liability be affected by any act, omission,
matter or thing which but for this provision might operate to
release or otherwise discharge the Guarantor or affect the
Guarantor's liability if the Guarantor were the principal obligor
including:
3.1.1 any time, indulgence, waiver or consent at any time
given to the Company by the Beneficiary;
3.1.2 any other security or other guarantee or indemnity
given in connection with
this Guarantee;
3.1.3 the making or absence of any demand on the Company or
any other persons for payment;
3.1.4 the illegality, the invalidity or unenforceability of
or any defect in any provision of this Guarantee or
any of the Company's obligations in respect of the
Indebtedness;
3.1.5 the Guarantor not having notice of any neglect or
omission on the part of the Company to make payment.;
3.1.6 the Beneficiary having any outstanding remedy against
the Company to make payment.
3.2 This Guarantee shall:
3.2.1 be a continuing guarantee, and will not be discharged
by any intermediate settlement of any part of the
Indebtedness;
3.2.2 remain in effect until the Indebtedness is discharged
in full in which event this Guarantee shall
immediately terminate and be of no further effect; and
3.2.3 enure to the benefit of the Beneficiary, its
successors and assigns.
4. Notice
Any notice, demand or other communication to be given hereunder by
either of the parties hereto shall be addressed to the parties at their
respective addresses shown in this Agreement or such other address as
the party shall previously have specified in writing to the other for
such purpose and may be given in person or sent by first-class pre-paid
post or airmail if overseas or facsimile transmission or telex and
shall be deemed to have been served if hand delivered at the time of
delivery or if posted at the expiration of forty-eight (48) hours or
(in the case of airmail) seven days after the envelope containing the
same was put into the post or if sent by facsimile or telex
transmission at the end of the transmission provided that if
the original communication is not transmitted between the hours of 9:00
am to 6:00 pm on a day when banks are open for business in London then
on the next such day at 9:00 am.
5. Law and Jurisdiction
This Guarantee is governed by and shall be construed in accordance with
English law and the parties hereto hereby submit to the non-exclusive
jurisdiction of the English courts.
IN WITNESS WHEREOF this Guarantee has been executed as a Deed by the parties
hereto and delivered the day and year first before written.
Signed as a Deed by XXXXX XXXXX in the )
presence of: )
Witness: signature_________________
Name: _____________________________
Address: __________________________
Occupation: _______________________
Signed as a DEED by XXXXXXXX XXX in )
the presence of: )
Witness: signature_________________
Name: _____________________________
Address: __________________________
Occupation: _______________________
