1
EXHIBIT 4.20
GUARANTEE
IN CONSIDERATION OF Canon (UK) Limited (registered number 1264300), a company
incorporated under the laws of England, whose registered office is at Canon
House, Manor Road, Xxxxxxxxxx, Xxxxxx 0X0 0XX, Xxxxxx Xxxxxxx ("Canon"),
agreeing to enter and entering into an agreement ("the Agreement") with
Interface Systems International Limited (registered number 2100227), a company
incorporated under the laws of England, whose registered office is at 000/000
Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxx, XX0 0XX, Xxxxxx Xxxxxxx ("the Distributor"),
to supply Canon products to the Distributor.
1) Interface Systems Inc. ("the Guarantor"), (registered number 00-0000000)
a company incorporated under the laws of the State of Delaware, whose
registered office is at 0000 Xxxxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxx 00000,
XXX, and which is the sole shareholder of the Distributor.
HEREBY GUARANTEES to Canon the payment of all monies now or at any
time hereafter to become due to Canon under the Agreement, but so
that the Guarantor's liability to Canon is in no event to exceed
the sum of two million five-hundred thousand pounds sterling
(L.2,500,000).
2) The Guarantor XXXXXX AGREES as follows:
A. Canon is to be at liberty to grant to the Distributor such
extension of credit or time for payment, or other indulgences as
Canon thinks proper without in any way discharging or impairing the
Guarantor's liability toward Canon under this Guarantee.
B. The Guarantee is to be a continuing guarantee.
C. For all purposes the liability of the Guarantor to Canon
under this Guarantee, every sum of money which may from time to time
become due or owing to Canon shall be deemed to continue to be due
and owing to Canon by the Distributor until the same be actually
repaid to Canon, notwithstanding the bankruptcy or winding up of the
Distributor. All dividends, compositions and payments received by
the Distributor or from the Distributor's estate, whether in
bankruptcy or otherwise, or if the Distributor is a company, in the
event of liquidation, wind-up or reconstruction, shall be taken and
applied by Canon as payments in gross and the right of the Guarantor
to be subrogated to Canon shall not arise until Canon has received
the full amount of all its claims against the Distributor, and this
Guarantee shall be a security to Canon for the payment of any
ultimate balance that may remain due to Canon from the Distributor.
D. In order to give effect to the Guarantee, the Guarantor
declares that Canon shall be at liberty to act as though it were the
principal debtor and the Guarantor hereby
2
waives all and any of its rights as Guarantor which may at any time
be inconsistent with any of the above provisions.
E. Enforcement of this agreement will be made under English law
in the United Kingdom. Canon shall have the right to assign the
benefit and any liability arising under the guarantee to another
company within the Canon Group or its agents.
F. The Guarantor may cancel this Guarantee prospectively as to
future orders by the Distributor upon thirty (30) days prior written
notice to Canon. However, no such cancellation shall impair or
affect sums guaranteed by the Guarantor hereunder prior to the
giving of such notice.
Such notice shall be sent by Air Mail letter for the attention of:
X.X. Xxxxxxxx
Credit Control Manager
Canon (UK) Limited
Canon House
Manor Xxxx
Xxxxxxxxxx
Xxxxxx 0X0 0XX
The notice shall simultaneously be addressed to the above party by
facsimile using the following number 00-00000-0000.
G. Canon shall serve notice of its intention to enforce the
Guarantee by Air Mail letter for the attention of:
Name Xxxxx X. Xxxxxx Title Finance, Treasurer
--------------- ------------------
Address 0000 Xxxxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxx 00000
------------------------------------------------
The notice shall simultaneously be addressed to the above party by
facsimile using the following number 000-000-0000.
H. This Guarantee replaces any prior Guarantees from Interface
Systems, Inc. that are held by Canon (UK) Limited.
Dated: November 18, 1994 Signed: /s/Xxxxx X. Xxxxxx
---------------------------- --------------------------
Position: Treasurer Name: Xxxxx X. Xxxxxx
---------------------------- --------------------------
UNDER THE COMMON SEAL OF INTERFACE SYSTEMS INC.
