EXHIBIT 10.10
COMMODORE HOLDINGS LIMITED
-and-
EFF-SHIPPING LIMITED
--------------------------------
GUARANTEE AND INDEMNITY
relating to obligations of
Crown Cruises of Panama, Inc.
re USD24,480,000 seller's credit
--------------------------------
Xxxxxxxx Xxxxx & Temperley
Royex House
0 Xxxxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Tel: 0000 000 0000
Fax: 0000 000 0000
Ref: GFS/243417
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INDEX OF CONTENTS
CLAUSE NO. HEADING PAGE NO.
---------- ------- --------
1. DEFINITIONS AND CONSTRUCTION......................................1
2. REPRESENTATIONS AND WARRANTIES....................................2
3. GUARANTEE AND INDEMNITY...........................................3
4. EXPENSES..........................................................4
5. CONTINUING GUARANTEE..............................................4
6. UNDERTAKINGS......................................................5
7. ENFORCEMENT......................................................11
8. CURRENCY INDEMNITY...............................................13
9. BENEFIT..........................................................14
10. MISCELLANEOUS....................................................14
11. NOTICES..........................................................15
12. GOVERNING LAW AND JURISDICTION...................................16
SCHEDULE A : FINANCIAL FIGURES, RATIOS AND PERCENTAGES........................17
FORM OF COMPLIANCE CERTIFICATE................................................19
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THIS GUARANTEE AND INDEMNITY is given the 24th day of January 2000
BY:-
(1) COMMODORE HOLDINGS LIMITED, a company incorporated and registered under
the laws of Bermuda whose registered office is at c/o Francis & Forest,
Corner House, 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxx XX00, Xxxxxxx (the
"Guarantor" which expression shall include the successors and permitted
assigns of the Guarantor) in favour of:-
(2) EFF-SHIPPING LIMITED., a company incorporated under the laws of the
Cayman Islands with its registered office at the offices of Huntlaw
Corporate Services Ltd., The Huntlaw Building, P O Box 1350, Xxxxxx
Town, Grand Cayman, Cayman Islands (the "Lender" which expression shall
include its successors and assigns).
WHEREAS:
(A) By a loan agreement dated January 24, 2000 made between (1) the Lender
and (2) Crown Cruises of Panama, Inc. (the "Borrower") the Lender
agreed to make available to the Borrower a loan of twenty four million
four hundred and eighty thousand United States Dollars (USD24,480,000)
pursuant to and subject to the terms and conditions therein contained.
(B) In order to induce the Lender to enter into the Agreement and to
advance the Loan to be advanced thereunder and as a condition precedent
thereto the Guarantor has agreed to give the guarantee and indemnity
herein contained.
NOW THIS DEED WITNESSETH as follows:-
1. DEFINITIONS AND CONSTRUCTION
1.1 In this Guarantee and Indemnity unless the context otherwise requires:-
"AGREEMENT"
means the loan agreement referred to in Recital (A) above as
supplemented by any amendment or supplement thereto which may from time
to time be agreed to by the Lender and the Borrower;
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"DEFAULT RATE"
means the rate of interest calculated in accordance with clause 4.3 of
the Agreement;
"INDEBTEDNESS"
means the Loan together with all interest accrued thereon and all other
moneys, costs, fees and expenses whatsoever which from time to time may
be or become owing or due and payable to the Lender pursuant to the
Agreement or any of the Security Documents;
"LOSS"
means any and all losses, costs, expenses, damages, claims, demands,
rights of set-off and/or counterclaim incurred by the Lender in respect
of or in connection with the Agreement and/or the Security Documents or
any liability arising therefrom;
"SECURED OBLIGATIONS"
means all covenants, agreements, warranties, conditions and provisions
expressed or implied on the part of the Borrower to be performed,
observed or complied with under the Agreement including, without
limitation, the due and punctual payment of the principal sum and all
interest and other moneys expressed to be payable by the Borrower in
accordance with the terms of the Agreement;
"THIS GUARANTEE"
means this Guarantee and Indemnity.
1.2 Unless otherwise defined herein or the context otherwise requires,
words and expressions defined in the Agreement shall have the same
meanings herein. Clause headings are inserted for convenience only and
shall be ignored in the interpretation of this Guarantee.
2. REPRESENTATIONS AND WARRANTIES
2.1 The Guarantor hereby represents and warrants to the Lender that as of
the date hereof and (save in respect of sub-paragraph (B)(ii) below) as
continuing warranties until all of the Indebtedness shall have been
paid and discharged in full:-
(A) The Guarantor has full power and authority to make and perform
this
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Guarantee and the same constitutes the legal, valid and
binding obligations of the Guarantor enforceable in accordance
with its terms;
(B) The making and performance by the Guarantor of this Guarantee
will in no way exceed the powers granted to the Guarantor by,
or violate in any respect any provision of (i) any mortgage,
charge, deed, contract or other undertaking or instrument to
which the Guarantor is a party or which is binding on the
Guarantor or any of the assets of the Guarantor; or (ii) any
law or regulation or any order or decree of any governmental
authority, agency or court; or (iii) the Memorandum and/or
Articles of Association (or equivalent corporate documents) of
the Guarantor;
(C) All consents, licences, approvals or authorisations which are
required in connection with the execution, validity,
performance or enforceability of this Guarantee have been
obtained and are and will continue to be valid and subsisting;
(D) Save as disclosed to the Lender in writing, the Guarantor is
not in default under any agreement to which the Guarantor is a
party or by which the Guarantor may be bound, nor in respect
of any financial commitment or obligation;
(E) The Guarantor is not engaged in litigation or arbitration
before any court or before any tribunal which might if
determined against the Guarantor have a material adverse
effect on the financial condition of the Guarantor and there
is no claim against the Guarantor which, with the passage of
time might result in any such litigation or arbitration; and
(F) The Guarantor has received a copy of the Agreement and
approves of and agrees to the terms and conditions thereof.
3. GUARANTEE AND INDEMNITY
3.1 The Guarantor hereby unconditionally and irrevocably:-
(A) GUARANTEES the due and punctual performance and observance of
and compliance with the Secured Obligations by the Borrower in
accordance with the terms of the Agreement and the Guarantor
hereby covenants that, if any amount of principal or interest
or other moneys payable by the Borrower under
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the Agreement shall not be paid when the same shall be due and
payable, whether on maturity or otherwise, the Guarantor will,
forthwith on demand, make such payment, or cause such payment
to be made, to the Lender in the manner specified by the
Lender together with all interest expressed to accrue on any
such amount pursuant to the Agreement until the date of
receipt by the Lender; and
(B) without prejudice to (A) above and as a separate and
independent obligation thereto indemnifies and agrees to
indemnify the Lender upon the written demand of the Lender in
respect of any Loss which the Lender may suffer or incur in
good faith directly or indirectly as a result of or in
connection with any failure by the Borrower fully and
effectually to perform, observe and/or comply with the Secured
Obligations.
4. EXPENSES
4.1 The Guarantor further agrees to pay to the Lender on demand on a full
indemnity basis all commissions, charges, costs and expenses of
whatsoever nature incurred by the Lender in the administration,
preservation and enforcement of any of the Lender's rights hereunder
together with interest thereon (both before and after judgment) at the
Default Rate from the date of demand until the date of receipt by the
Lender compounded on such days in the year as the Lender reasonably may
select.
5. CONTINUING GUARANTEE
5.1 This Guarantee shall:-
(A) be a continuing security and shall be construed and take
effect as security for all of the Secured Obligations until
they shall have been satisfied and discharged in full and the
Guarantor hereby waives any right of set-off or counter-claim
which the Guarantor may otherwise have had against the Lender;
(B) be in addition to any other guarantee, indemnity or other
security which the Lender may now or hereafter hold in respect
of all or any of the Secured Obligations whether from the
Guarantor or otherwise, and shall be binding on
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the Guarantor notwithstanding that any other Security Party
shall fail to give the security to be provided by it or shall
be released from any such security or such security shall be
varied;
(C) not be discharged by the granting to any Security Party of
time or any other indulgence or by compounding with any
Security Party or by any variation whatsoever of any of the
Secured Obligations or by any actual or alleged invalidity,
irregularity or unenforceability of or defect in any of the
Secured Obligations or in any of the provisions of the
Agreement or any one or more of the Security Documents or by
the absence of any action to enforce any of the rights of the
Lender thereunder or by any act or circumstance whatsoever
whereby this Guarantee would or might otherwise but for the
provisions of this Clause have been so discharged;
(D) remain in full force and effect notwithstanding any change in
the name, constitution or otherwise of any Security Party or
the Lender or their respective successors and assigns or the
absorption or amalgamation of any thereof by or with any other
corporate entity.
6. UNDERTAKINGS
6.1 The Guarantor agrees with represents and undertakes to the Lender
that:-
(A) If the Guarantor becomes liable to make any payment pursuant
to Clause 3 hereof, then the Guarantor will not thereafter
make demand for payment of any moneys for the time being due
to the Guarantor from any Security Party or exercise any other
right or remedy to which the Guarantor is entitled in respect
of such moneys unless and until all moneys whatsoever owing by
all Security Parties to the Lender have been irrevocably paid
in full;
(B) If any Security Party shall become insolvent or shall be wound
up or liquidated, the Guarantor shall not (unless so required
by the Lender and then only on condition that the Guarantor
holds the benefit of any claim in such insolvency or
liquidation upon trust to pay any amounts recovered thereunder
to the Lender) prove in such insolvency, winding-up or
liquidation until all
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moneys whatsoever owing by all Security Parties to the Lender
have been irrevocably paid in full;
(C) The Guarantor has not taken and will not take from any
Security Party any security whatsoever for the moneys hereby
secured and, notwithstanding the foregoing, any such security
now or hereafter held by the Guarantor shall be held in trust
for the Lender and for their benefit in respect of the
obligations of the Guarantor hereunder;
(D) The Guarantor will not exercise any right to which the
Guarantor may be entitled as a surety until all moneys
whatsoever owing or due and payable by all Security Parties to
the Lender have been irrevocably paid in full;
(E) The Guarantor hereby waives any right to require the Lender to
proceed first against any Security Party and/or to give notice
to or demand on any Security Party whatsoever;
(F) All payments to be made hereunder shall be made in immediately
available funds without set-off or counter-claim and free and
clear of and without deduction for or on account of any
present or future taxes of any nature now or hereafter
imposed, levied, collected, withheld, deducted or assessed by
any taxing and/or governmental authority whatsoever or
wheresoever unless the Guarantor is compelled by law to deduct
such taxes. In that event all such taxes shall be borne by the
Guarantor or, if under the provisions of any applicable law
this stipulation cannot be applied, then the Guarantor shall
increase the payments to the Lender so that the net amounts
received by the Lender shall be equal to the full amounts
which the Lender would have received had payment not been made
subject to such taxes; provided that taxes payable by the
Lender on its profits arising by virtue of the transaction
herein described in the countries in which it carries on
business shall not be included in the foregoing. As used in
this sub-clause the term "taxes" includes all levies, imposts,
duties, charges, fees, deductions and withholdings whatsoever
and any restriction or condition resulting in a charge.
If the Guarantor is required to deduct taxes, the Guarantor
will promptly thereafter deliver all receipts and other
documents relating thereto to the Lender.
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If and when the Lender shall receive (in its reasonable
opinion) a credit in respect of any taxes deducted by the
Guarantor and to which this sub-clause refers, it shall allow
the Guarantor a credit against amounts due or to become due
under the Agreement or any one or more of the Security
Documents (the "Guarantor's Credit") of such amount as shall
be fair and reasonable in the opinion of the Lender in respect
of any such credit as is received by the Lender or, if all of
the Indebtedness shall have been repaid in full, shall make a
payment to the Guarantor equal to the amount of the
Guarantor's Credit. The Lender shall be under no obligation to
discuss or reveal its tax affairs with the Guarantor;
(G) The Guarantor shall give to the Lender all such information as
the Lender may request with regard to the performance by the
Security Parties of their respective obligations under the
Agreement and the Security Documents;
(H) The Guarantor shall not without the prior written consent of
the Lender (such consent not to be unreasonably withheld)
sell, convey, transfer or otherwise dispose (whether by a
single transaction or in a series of transactions, related or
not) of any assets;
(I) All the authorised and issued share capital of the Borrower is
and will remain wholly owned and controlled by the Guarantor;
(J) The Guarantor shall prepare or cause to be prepared, in
accordance with GAAP, and deliver to the Lender annual audited
financial statements of the Guarantor within ninety five (95)
days of the end of the annual accounting periods of the
Guarantor and quarterly unaudited accounts of the Guarantor
within fifty (50) days of the end of each quarter together
with copies of all notices sent to shareholders or any class
of shareholders and such financial and other information
concerning the Guarantor as the Lender shall reasonably
require;
(K) The Guarantor shall not make any single acquisition or
investment costing more than one million United States Dollars
(USD1,000,000) without the prior written consent of the Lender
(such consent not to be unreasonably withheld);
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(L) The Guarantor shall not incur any liability in respect of
Borrowed Money or guarantee endorse or otherwise become or
remain liable in respect of the obligations of any person firm
or corporation without the prior written consent of the Lender
(such consent not to be unreasonably withheld);
(M) The Guarantor shall not pay any dividend for any shares except
preferred shares on the following terms:-
(i) no covenant or undertaking binding upon the Guarantor
is or would be breached by the payment of such
dividend; and
(ii) the aggregate amount of any such dividends paid in
any one period of twelve (12) months does not exceed
four hundred thousand United States Dollars
(USD400,000),
Provided That, in respect of any preferred share issued by the
Guarantor prior to the date of the Agreement, the Guarantor
(subject only to (i) above) shall be entitled to pay dividends
in the maximum amount of twelve per cent (12%) per annum of
the price at which the relevant preferred share was issued;
(N) The Guarantor shall procure that it has cash which is freely
available, which is not subject to any Encumbrance and which
amounts to not less than the amount specified in item 1 in
schedule A hereto on the Drawdown Date and not less than the
amount specified in item 2 in schedule A hereto at all times
thereafter Provided that all sums standing to the credit of
the Earnings Account after all the applications have been made
in accordance with clause 10.2 of the Agreement shall be
deemed for the purposes of this clause to be cash which is
freely available to the Guarantor and not subject to any
Encumbrance;
(O) The Guarantor shall procure that its Debt Service Coverage
Ratio (calculated at three (3) monthly intervals as set out
below) shall not be less than the ratio specified in item 3 in
schedule A hereto (for the period from the Drawdown Date to 30
September 2002) and the ratio specified in item 4 in schedule
A hereto (for any period after 30 September 2002) and for this
purpose the Debt Service Coverage Ratio shall be calculated on
a consolidated basis in accordance with the following
formula:-
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EBITDA
------------------
Financial Expenses
where
"EBITDA" means, for the previous period of twelve (12) months,
the aggregate of:
(i) Net Income (but excluding gains and losses from the
sale of assets or reserves relating thereto and items
classified as extraordinary or non-recurring) from
the Guarantor's operations for such period and for
this purpose Net Income means the consolidated net
income of the Guarantor as determined in accordance
with GAAP; and
(ii) the aggregate amounts deducted in determining Net
Income for such period in respect of depreciation,
amortisation, taxes, deferred income and interest
expense of the Guarantor; and
"Financial Expenses" means, for the previous period of twelve
(12) months, the sum of:
(i) the aggregate principal payable or paid during such
period on any Borrowed Money of the Guarantor (other
than the scheduled principal repayment in respect of
the Bridge Loan Facility and principal repayments
under the Revolving Loan Facility Agreement to the
extent that they were redrawn during the same
period);
(ii) aggregate interest expense (including, without
limitation, capitalised interest accrued during such
period) of the Guarantor for such period; and
(iii) all rent and any capital lease obligations or
operating lease obligations
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by which the Guarantor is bound which are payable or
paid during such period as calculated in accordance
with GAAP and derived from the then latest accounts
of the Guarantor;
(P) The Guarantor shall procure that its Capital (Solvency) Ratio
(calculated as set out below) shall not be less than the
percentage specified in item 5 in schedule A hereto (for the
period from the Drawdown Date to 30 September 2001), the
percentage specified in item 6 in schedule A hereto (for the
period from 1 October 2001 to 30 September 2002) and the
percentage specified in item 7 in schedule A hereto (for any
period after 30 September 2002) and for this purpose the
Capital (Solvency) Ratio shall be calculated on a consolidated
basis in accordance with the following formula:-
x
------------------
y
where
"x"
means the Guarantor's Book Tangible Net Worth (calculated in
accordance with clause 6.1(Q) hereof); and
"y"
means the book value of all the assets of the Guarantor
(calculated in accordance with GAAP);
(Q) The Guarantor shall procure that its Book Tangible Net Worth
(calculated as set out below) shall not be less than the
amount specified in item 8 in schedule A hereto (during the
period from the Drawdown Date to 30 September 2000) and the
amount specified in item 9 in schedule A hereto (after 30
September 2000) and for this purpose the Book Tangible Net
Worth shall be the book value of all assets calculated in
accordance with GAAP (excluding goodwill but including all
proceeds from any interest only loans which have been approved
in advance by the Agent as at the date of this Guarantee and
the proceeds of any preferred share issue made prior to the
date of this Guarantee) less total liabilities calculated in
accordance with GAAP (including without limitation the net
present value of financial lease commitments, estimated
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compensation to third parties in the event of termination of
contracts, contingent tax liabilities and guarantee
obligations for the benefit of third parties but excluding any
debt of the Guarantor existing as at the date of this
Guarantee and subordinated by its terms to the Secured
Obligations);
(R) The Guarantor shall provide the Lender with compliance
certificates in relation to the relevant financial covenants
contained in this Guarantee in the form attached hereto on or
before the Drawdown Date and at three (3) monthly intervals
after the Drawdown Date.
7. ENFORCEMENT
7.1 The Guarantor agrees, acknowledges and declares that:-
(A) In order to give effect to this Guarantee the Lender shall be
at liberty to act as though the Guarantor were the principal
debtor and obligor in respect of the Secured Obligations and
in the event of the winding-up, dissolution, reconstruction or
amalgamation in which or as a consequence of which any
Security Party loses its separate corporate identity the
Guarantor shall become liable to the Lender for the payment of
all moneys expressed to be payable by the Security Parties to
the Lender pursuant to the Agreement and the Security
Documents and the performance and observance of and compliance
with all the Secured Obligations;
(B) Any release, settlement or discharge in relation to the
obligations of the Guarantor hereunder shall be conditional
upon no security, disposition or payment to the Lender in
respect of any of the Indebtedness being avoided or reduced by
virtue of any provisions or enactments relating to bankruptcy,
insolvency or liquidation and if any such security,
disposition or payment be avoided or reduced as aforesaid,
this Guarantee shall continue to apply in respect of the
amount of such security, disposition or payment and the
Guarantor shall indemnify the Lender in respect thereof;
(C) The Lender may take such action as the Lender in its own
discretion may consider appropriate against any other Security
Party or Parties to recover
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moneys due and payable in respect of the Secured Obligations,
the Guarantor, however, remaining liable under this Guarantee
for payment and discharge of all moneys payable in respect
thereof;
(D) The Lender shall be entitled (after a demand for payment has
been made hereunder but without further notice) to procure the
setting-off of any liability of the Guarantor hereunder
against any moneys standing to the credit of any account or
accounts which the Guarantor may now or hereafter have with
the Lender at any of its offices or with any subsidiary or
parent company of the Lender (whether or not those moneys are
then due to the Guarantor) and, for this purpose, to combine
any and all such accounts and to use all or part of those
moneys to buy such other currency or currencies as may be
required to enable the Lender to effect that setting-off. The
Lender shall also be entitled to retain as security for the
discharge of the liability of the Guarantor hereunder all
securities or other property of the Guarantor held by the
Lender at any of its offices and/or by any subsidiary or
parent company of the Lender (whether for safe custody or
otherwise);
(E) Notwithstanding that the Secured Obligations and any moneys
due from the Guarantor hereunder shall have been complied
with, paid or discharged, the Lender shall be entitled to
retain this Guarantee and refrain from releasing the Guarantor
from this Guarantee for such period thereafter as the Lender
may determine and in the event of bankruptcy, winding-up or
any similar proceedings being commenced in respect of any
Security Party or any other person as may have performed, paid
or discharged any of the Secured Obligations within such
period as aforesaid, the Lender shall be at liberty to retain
this Guarantee and any security held for the obligations of
the Guarantor hereunder and refrain from releasing the
Guarantor from this Guarantee and may retain such security for
and during such period as the Lender may determine;
(F) For the purpose of enabling the Lender to sue any other
Security Party or to prove in its winding-up, liquidation or
bankruptcy or in any similar proceedings for any moneys due
and unpaid by the Borrower, the Lender may at any time place
and keep for such time as it may think fit any moneys received
hereunder to the credit of an interest bearing suspense
account without any obligation on the part of the Lender to
apply the same or any part thereof in or towards the discharge
of the Indebtedness;
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(G) The certificate of the Lender as to the sum of money owed by
any Security Party shall, in the absence of manifest error, be
conclusive for any purpose and binding on the Guarantor.
8. CURRENCY INDEMNITY
8.1 Any amount received by the Lender in connection herewith in a currency
(the "Relevant Currency") other than the currency in which the same
should be received pursuant to the terms hereof (the "Agreed Currency")
whether pursuant to a judgment or order of a court or tribunal of any
jurisdiction or any enforcement proceedings or otherwise howsoever in
connection herewith or otherwise shall only constitute a discharge to
the Guarantor to the extent of the amount of the Agreed Currency which
the Lender is able, promptly on receipt, to purchase in such foreign
exchange market as the Lender may select with the amount of the
Relevant Currency so received.
If:-
(A) the amount of the Agreed Currency which the Lender is so able
to purchase is less than the amount of the Agreed Currency due
to the Lender hereunder; and/or
(B) any condition imposed in relation to the conversion of any
amount paid in the Relevant Currency into the Agreed Currency
including, without limitation, any condition imposed by any
exchange control authority, reduces the amount in the Agreed
Currency which the Lender actually receives for the amount of
such payment in the Relevant Currency below that amount which
it would have received had such condition not been imposed;
the Guarantor will indemnify and hold the Lender harmless against any
loss, damage, costs and/or expenses arising as a result.
8.2 The above indemnity shall constitute a separate and independent
obligation from the other obligations contained herein shall give rise
to a separate and independent cause of action and shall continue in
full force and effect notwithstanding any judgment or order for amounts
due hereunder.
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9. BENEFIT
9.1 The Guarantor may not assign or transfer rights or obligations
hereunder without the prior written consent of the Lender (which may be
withheld).
10. MISCELLANEOUS
10.1 The Guarantor hereby agrees that at any time and from time to time,
upon the request of the Lender, the Guarantor will promptly and duly
execute and deliver and/or procure the execution and delivery of any
and all such further instruments and documents as may be deemed
desirable by the Lender for the purpose of obtaining for the Lender the
full benefits hereof and of the rights and powers herein granted.
10.2 Any provisions contained herein prohibited by or unlawful or
unenforceable under any applicable law shall, to the extent required by
such law, be ineffective without modifying the remaining provisions
hereof. Where however the provisions of any such applicable law may be
waived, they are hereby waived by the Guarantor to the fullest extent
permitted by such law with the intent that this Guarantee shall be
valid, binding and enforceable in accordance with its terms.
10.3 Time is of the essence of this Guarantee but no failure or delay by the
Lender in exercising any right, power or privilege hereunder and no
course of dealing between any Security Party and the Lender shall
operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein
are cumulative and not exclusive of any rights or remedies which the
Lender would otherwise have. No notice to or demand on the Guarantor
shall entitle the Guarantor to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of
the Lender to any other or further action in any circumstances without
notice or demand.
11. NOTICES
11.1 Any demand or notice to be given hereunder shall be in writing and sent
by prepaid first class or airmail letter post or telex or facsimile or
delivered by hand addressed to the Guarantor as follows:-
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Commodore Holdings Limited
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxx 000-X
Xxxxxxxxx
Xx 00000
XXX
Attention Chief Financial Officer
Facsimile No: + 000 000 0000)
with a copy to:-
Xxxxxxxx X Xxxxxxx, P.A.
Broad and Xxxxxx
Miami Center - Suite 0000
000 X. Xxxxxxxx Xxxxxxxxx
Xxxxx
Xx 00000
XXX
Facsimile no. + 000 000 0000
or to such other person or address as the Guarantor may notify in
writing to the other party hereto.
11.2 Any such notice shall be deemed to have been validly given and received
on the date of despatch if sent by telex and five (5) days after having
been posted if sent by post.
12. GOVERNING LAW AND JURISDICTION
12.1 This Guarantee and all agreements entered into pursuant or supplemental
hereto shall be governed by and construed in accordance with English
law.
12.2 The Guarantor and the Lender HEREBY SUBMIT for the exclusive benefit of
the Lender to the jurisdiction of the English Courts and the Guarantor
appoints Consult Marine whose registered office is for the time being
at 00 Xxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxx Xxxxxx, Xxxxxx X0 0XX or such
other person as the Guarantor may with the prior written approval of
the Lender from time to time appoint to be the attorney of the
Guarantor for the purpose of accepting service on behalf of the
Guarantor of any writ, notice, order, judgment or other legal process
with respect hereto or any matter arising
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hereout and agrees that failure by any such process agent to give
notice of such service of process to the Guarantor shall not impair or
affect the validity of such service or of any judgment based thereon.
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IN WITNESS whereof this Guarantee has been executed as a deed the day and year
first before written.
SIGNED SEALED AND DELIVERED )
as a Deed )
BY COMMODORE HOLDINGS LIMITED )
acting by )
/s/ Xxxxxxx X. Xxxxxx )
---------------------------------------
its duly appointed )
Chairman of the Board )
in the presence of:- )
