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Exhibit 4.(a)(v)
GUARANTEE
DATE: 14th day of October 1999
PARTIES:
(1) Xxxxx Networks NV ("The Guarantor):
(2) Hewlett-Packard International Bank Limited ("HPIB")
XXXXXX XXXX, XXXXXXXXX, XXXXXXX, XX. XXXXXXX, XXXXXXX
OPERATIVE PROVISIONS:
(1) GUARANTEE
In consideration of HPIB agreeing to enter into leasing or other financing
agreements ("Leasing Contracts") to lease or finance the provision of
computer equipment and ancillary services to Xxxxx.web Limited (the
.Company"), the Guarantor hereby unconditionally and irrevocably
guarantees to HPIB, the due payment and discharge by the Company of all
the Company's present and future indebtedness and other financial
liabilities arising solely from the Leasing Contracts to HPIB, whether
actual or contingent and whether incurred solely or jointly and of all
interest, commission, charges and expenses payable by the Company to HPIB
pursuant to the Leasing Contracts (the "Indebtedness").
(2) TERM
This Guarantee shall continue in force and effect in respect of all
Leasing Contracts until the Guarantor delivers to HPIB thirty (30) days'
notice in writing by letter or facsimile of the termination of this
guarantee, which notice shall not in any way relieve the Guarantor from
liability for any indebtedness of the Company incurred in respect of the
Leasing Contracts outstanding prior to the expiry of such notice.
(3) DEMAND
3.1 If the Company defaults in payment of any Indebtedness when due the
Guarantor shall pay to HPIB within 10 working days of first demand.
without set off or other deduction. an amount equal to the amount so
unpaid. A certificate by HPIB's Head of Finance of the amount so
payable with supporting documents shall be conclusive unless
manifestly incorrect.
3.2 A demand shall be sufficiently served on the Guarantor if made to it
at its address set out above by letter or facsimile and shall be
effective on receipt.
(4) GUARANTOR'S LIABILITY
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4.1 The Guarantor shall not be discharged by time or any other
concession given to the Company or any third party by HPIB or by anything
HPIB may do or omit to do or by any other dealing which, but for this
provision, would or might discharge the Guarantor.
4.2 This Guarantee shall
4.2.1 be in addition to any other guarantee or security held by HPIB
at any time for the Indebtedness;
4.2.2 be a continuing guarantee, shall not be discharged by any
intermediate settlement of the Indebtedness and shall remain
in effect until the Indebtedness is discharged in full;
4.2.3 remain in force notwithstanding (and the Guarantor's
obligations under this Guarantee shall not be impaired,
affected or discharged by) any failure, defect, illegality or
unenforceability of or in any of the Company's obligations in
respect of the Indebtedness;
4.2.4 inure to the benefit ofHPIB.. its successors and assigns. In
the event HPIB gives notice to the Guarantor of an assignment
of the benefit of this Guarantee, the assignee shall have full
rights to enforce the Guarantee instead of HPIB.
(5) LAW
This Guarantee shall be governed by the Laws of England and the Guarantor
hereby submits to the non-exclusive jurisdiction of the courts of United
Kingdom.
Duly signed on behalf of Guarantor having authority under its rules of in
corporation.
/s/ Xxxxxx X Xxxxx
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SIGNATURE
Xxxxxx X. Xxxxx
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Printed Name
Managing Director
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Title
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