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EXHIBIT 4.3
CORPORATE GUARANTEE
1. In consideration of TAT LEE BANK LIMITED a Company incorporated in the
Republic of Singapore and having its registered office at 63 MARKET
STREET #09-06/10, TAT LEE BANK BUILDING, SINGAPORE 0104 (hereinafter
called "the Bank" which expression shall where the context so admits
includes the Bank's assigns and successors) making or continuing to
make at our request advances loans credit and other banking facilities
for so long as the Bank may think fit to PRINTRONIX AG a Company
incorporated in Fribourg, Switzerland and having its registered office
at 512 CHAI CHEE LANE #02-15, BEDOK INDUSTRIAL ESTATE, SINGAPORE 1646
(hereinafter called "the Company" which expression shall include the
Company's assigns and successors) We, PRINTRONIX, INC a Company
incorporated in Delaware, USA having its registered office at 17500
CARTWRIGHT, POBOX 19559, IRVINE CA 92713, USA (hereinafter called "the
Guarantor") HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE as a
continuing obligation to pay and satisfy to the Bank on first written
demand all sums of money which are now or shall at any time be owing to
the Bank any where on any account whatsoever whether from the Company
solely or from the Company jointly with any other person or persons
including the amount of notes drafts or bills (whether negotiable or
non-negotiable) discounted or paid and other loans credit or advances
made to or for the accommodation or at the request either of the
Company solely or jointly with any other person or persons or for any
monies for which the Company may be liable as surety or in any other
way whatsoever together with in all cases as aforesaid interest thereon
at the Bank's rate or rates for the time being in relation to such
accounts calculated on a daily basis, with monthly rests or such other
periodic rests that the Bank may determine from time to time,
notwithstanding the relationship of banker and customer may have
ceased, discount and other banker's charges including legal charges
occasioned by or incidental to this or any other security held by or
offered to the Bank for the same indebtedness and all costs charges and
expenses which the Bank may incur in enforcing or seeking to obtain
payment of all or any part of the monies hereby guaranteed until full
payment is received by the Bank both after as well as before judgment
shall have been obtained in respect thereof.
2. This Guarantee shall not be considered as satisfied by any intermediate
payment or satisfaction of the whole or any part of any sum or sums of
money owing as aforesaid but shall be a continuing security and shall
extend to cover all or any sum or sums of money which shall for the
time being constitute the balance due or owing from the Company to the
Bank upon any account or otherwise as hereinbefore mentioned.
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3. (1) Although the liability of the Guarantor under this Guarantee shall
be up to the limit or extent of the principal sum only of Singapore
Dollars Three Millions Only (SIN$3,000,000/-) this Guarantee shall be a
continuing guarantee for the purpose of securing securing not merely an
equivalent amount but (subject always to the said principal limit of
SIN$3,000,000/-) the whole of the monies or general balance mentioned
in Clause 1 hereof.
(2) In addition to the said principal limit the Guarantor shall be
liable for interest on all the monies guaranteed hereunder on daily
balances at such rate or rates as the Bank may from time to time
stipulate with monthly rests or such other periodic rests as the Bank
may determine.
(3) Subject to the provisions next hereinafter appearing the interest
on any principal sum for the time being owing including capitalised
interest shall at the end of each calendar month be capitalised and
added for all purposes to the principal sum then owing and shall
thenceforth bear interest at such rate or rates as the Bank may from
time to time stipulate with monthly rests or such other periodic rests
as the Bank may determine and be secured and payable accordingly and
all the covenants and conditions contained in or implied by this
Guarantee and all powers and remedies conferred on the Bank by law or
by this Guarantee and all rules of law or equity in relation to the
principal sum and interest shall equally apply to such capitalised
arrears of interest and to interest on such arrears.
(4) For the purpose of ascertaining whether the limit of the principal
sum intended to be hereby secured has been exceeded or not all
accumulated and capitalised interest shall be deemed to be interest and
not principal moneys.
(5) When the payment of any monies hereby secured or intended so to be
shall be further secured to the Bank by any bill of exchange promissory
note draft receipt or other instrument reserving a higher rate of
interest to be paid in respect thereof than that hereinbefore
covenanted to be paid such higher rate of interest shall be payable in
respect of such moneys and nothing contained in or to be implied from
these presents shall affect the right of the Bank to enforce and
recover payment of such higher rate of interest or as the case may be
the difference between such higher rate and the rate which shall have
been paid hereunder.
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4. The Bank shall be at liberty at any time and without thereby affecting
its rights against the Guarantor hereunder to determine enlarge or vary
any credit to the Company, to vary exchange abstain from perfecting or
releasing any other securities held or to be held by the Bank for or on
account of the monies intended to be hereby secured or guaranteed or
any part thereof to open a fresh account or accounts and/or continue
with any account or accounts current or otherwise with or for the
Company, to renew bills and promissory notes in any manner and to
compound with, give time for payment, to accept compositions from, and
make any other arrangements with the Company or any obligants on bills
notes or other securities held or to be held by the Bank for and on
behalf of the Company.
5. This Guarantee shall be in addition to and shall not be in any way
prejudiced or affected by any collateral or other security now or
hereafter held by the Bank for all or any part of the monies hereby
guaranteed, nor shall such collateral or other security or any lien to
which the Bank may be otherwise entitled or the liability of any person
or persons not parties hereto for all or any part of the monies hereby
secured or guaranteed be in any way prejudiced or affected by this
Guarantee. The Bank shall have full power at its discretion to give
time for payment to or make any other arrangement with any such other
person or persons without prejudice to this Guarantee or any liability
hereunder. All monies received by the Bank from the Guarantor or the
Company or any person or persons liable to pay the same may be applied
by the Bank to any account or the item of account or to any transaction
to which the same may be applicable.
6. No disposition assurance security or payment which may be or may become
avoided under any provision or provisions of the Companies Act (Cap.
50) or its equivalent in USA or any statutory modification thereof and
no release settlement or discharge which may have been given or made on
the faith of any such disposition assurance security or payment shall
prejudice or affect the Bank's right to recover from the Guarantor
monies to the full extent of this Guarantee, as if such disposition
assurance security payment release settlement or discharge (as the case
may be) had never been made given or granted.
7. Notwithstanding any defect informality or insufficiency in the
borrowing powers or the liquidation winding up or insolvency of the
Company the liability of the Guarantor hereunder shall continue in full
force and effect until the Bank shall have been paid in full all monies
owing to the Bank from the Company.
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8. All dividends compositions and monies received by the Bank from the
Company or from any other company person or estate capable of being
applied by the Bank in reduction of the indebtedness of the Company
shall be regarded for all purposes as payments in gross and should the
Company be wound-up or liquidated the Bank shall be entitled to prove
in the winding-up or liquidation of the Company in respect of the whole
of the Company's indebtedness to the Bank and without any right of the
Guarantor to be subrogated to the Bank in respect of any such proof
until the Bank shall have received in the liquidation of the Company or
from other sources one hundred (100) cents in the dollar.
9. The Bank shall be at liberty (but not bound to do) to resort for the
Bank's own benefit to any other means of payment at any time and in any
order the Bank may think fit without thereby diminishing the liability
of the Guarantor hereunder and the Bank may exercise its rights under
this Guarantee in force either for the payment of the ultimate balance
after resorting to other means of payment or for the balance due
notwithstanding that other means of payment have not been resorted to
and in the latter case without entitling the Guarantor to any benefit
from such other means of payment so long as any monies guaranteed
hereunder remain owing and unpaid by the Company and in addition the
Bank shall be at liberty to require payment by the Guarantor of any
monies owing to it without taking any proceedings first to enforce such
payment by the Company.
10. If any monies shall be paid by the Guarantor to the Bank under this
Guarantee, The Guarantor shall not in respect of the amount so paid by
the Guarantor seek to enforce repayment or to exercise any other rights
or legal remedies of whatsoever kind which may accrue however to the
Guarantor in respect of the amount so paid until all monies guaranteed
hereunder and owing from the Company to the Bank have been fully paid
to the Bank. The Guarantor will not prove in competition with the Bank
for any monies owing by the Company to the Guarantor on any account
whatsoever and/or in respect of any monies due or owing from the
Company to the Bank but will give to the Bank the benefit of any proof
which the Guarantor may be able to make in the liquidation of the
Company or in any arrangement or composition with creditors until the
Bank shall have received all monies outstanding and remaining unpaid by
the Company to the Bank.
11. Any indebtedness of the Company now or hereafter held by the Guarantor
shall be subordinated to the indebtedness of the Company to the Bank
and such indebtedness of the Company to the Guarantor if the Bank so
requires shall
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be collected enforced and received by the Guarantor as trustee for the
Bank and shall be paid over to the Bank on account of the indebtedness
of the Company to the Bank but without reducing or affecting in any
manner the liability of the Guarantor under this Guarantee until all
monies guaranteed hereunder have been fully paid to the Bank.
12. The obligations of the Guarantor hereunder shall not be impaired by any
forbearance or concession given by the Bank to the Company or any
assertion of or failure to assert any right or remedy on the part of
the Bank against the Company. Nothing done or omitted by the Bank in
pursuance of any authority or permission contained in this Guarantee
shall affect or discharge the liability of the Guarantor hereunder.
13. This Guarantee may be enforced by the Bank at any time notwithstanding
that any bills or other instruments covered by it may be in circulation
or outstanding and the Bank may include the amount of the same or any
of them in the general balance or not at the Bank's option and this
Guarantee shall not be determinable by the Guarantor except on terms of
the Guarantor making fullprovision for any other outstanding
liabilities or obligations to the Bank of the Company's account
guaranteed hereunder.
14. Though as between the Guarantor and the Company the Guarantor is surety
only for the Company yet as between the Guarantor and the Bank the
Guarantor shall be deemed to be principal debtor for all the monies the
payment of which is hereby guaranteed and accordingly shall not be
discharged nor shall the Guarantor's liability be affected in any way
by any act thing omission means whatever whereby the Guarantor's
liability would not have been discharged if the Guarantor had been the
principal debtor.
15. The Guarantor hereby declares that the Guarantor has not taken and
undertakes not to take directly or indirectly from the Company in
respect of the Guarantor's liability and obligation hereunder any
security of any nature whatsoever whereby the Guarantor or any person
claiming under the Guarantor might in the Company's winding-up increase
the proofs in such winding-up or diminish the property available for
distribution to the Bank's detriment. In the event any security is or
may hereafter be held by the Guarantor from the Company in respect of
the Guarantor's liability hereunder the same shall be held in trust for
the Bank and as security for the Guarantor's liability hereunder.
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16. (1) For the consideration aforesaid and as a separate and independent
stipulation:-
(a) the Guarantor hereby agrees that all sums of money
which may not be recoverable from the Guarantor on the
footing of a guarantee whether by reason of any legal
limitation disability or incapacity on or of the
Company or any other fact or circumstance and whether
known to the Bank or not shall nevertheless be
recoverable from the Guarantor on demand as though the
Guarantor were the sole and principal debtor;
(b) the Guarantor hereby irrevocably and unconditionally
undertakes to indemnify the Bank in full and keep the
Bank fully indemnified against all loss damage
liabilities costs and expenses whatsoever which the
Bank may sustain or incur as a result of or arising
from the Bank's advances credit or financial
accommodation to the Company as well as all legal
costs as between solicitors and clients on full
indemnity basis and other costs and disbursements
incurred for or in connection with demanding and
enforcing payment of all monies guaranteed hereunder
or otherwise howsoever in enforcing this Guarantee
and/or any of the covenants undertakings stipulations
terms conditions or provisions of this Guarantee; and
(c) The Guarantor hereby agrees to furnish and provide the
Bank with and permit the Bank to obtain all such
statements information explanation and data as the
Bank may reasonably require regarding the financial
affairs of the Guarantor.
(2) As a separate, additional and continuing obligation the Guarantor
unconditionally and irrevocably undertakes with the Bank that
should the moneys guaranteed hereunder not be recoverable from the
Guarantor under clause (1) hereof for any reason whatsoever
(including but without prejudice to the generality of the
foregoing, by reason of any provision of the loan agreement with
the Company being or becoming void, unenforceable or otherwise
invalid under any applicable law) then notwithstanding that may
have been known to the Bank the Guarantor will as sole, original
and independent obligor upon first written demand by the Bank under
clause (1) make payment of the moneys guaranteed hereunder by way
of a full indemnity and that the Guarantor will indemnify the Bank
against all losses costs claims charges and expenses to which it
may be subject or which it may incur whilst acting in good faith
under or in connection with the loan agreement or this Guarantee.
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17. A statement or certificate signed by the Vice President Accountant or
other officer of the Bank as to the monies and liabilities for the time
being due to or incurred by the Bank shall subject only to computation
and/or clerical mistakes be final and conclusive and be binding on the
Guarantor.
18. This Guarantee shall bind and continue to bind the Guarantor
notwithstanding the occurrence at any time whether before on/or after
the execution of this Guarantee of:-
(a) any change by amalgamation reconstruction or otherwise which
may be made in the constitution of the Company by which the
business of the Bank may for the time being be carried on and
shall be available to the Company carrying on the business of
the Bank for the time being; or
(b) any winding-up (whether voluntary or compulsory) amalgamation
or reconstruction or otherwise of or affecting the
Company; or
(c) any winding-up (whether voluntary or compulsory) amalgamation
or reconstruction or otherwise or affecting the Guarantor.
19a. Any demand for payment of monies or any other demand or notice under
this Guarantee may be made by any Vice President, First Vice President,
Secretary or other officer for the time being of the Bank or by any
person or firm for the time being acting as solicitor or solicitors for
the Bank by letter fax or otherwise in writing. Each communication or
document to be delivered to either party under this Guarantee shall be
sent to that party at the fax number, or address from time designated
by that party for the purpose of this Guarantee. The initial fax number
and address (if any) so designated are set out hereunder :-
The Guarantor The Bank
Telefax Number : (714) 6608682 Telefax Number : 5345827
Telex Number : (910) 5952535 Telex Number : Rs 26767
Address : 17500 Cartwright Address : 63 Market street
POBOX 19559 Singapore 0104
Irvine CA 92713
U.S.A.
b. Any communication from the Guarantor to the Bank shall not be effective
until received by the Bank. Any communication from the Bank to the
Guarantor shall be deemed to be received by the Guarantor (if sent by
fax) on the next working day in the place to which it is sent or within
seven days after being sent by prepaid post by airmail addressed to it
at the aforesaid address or the Guarantor's last known address.
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20. This Guarantee shall not be revocable by the Guarantor but shall
continue and remain in full force and effect until all monies hereby
guaranteed are paid to the Bank in full and shall be binding on the
successors and assigns of the Guarantor.
21. The Guarantor further covenants with the Bank that:-
(1) the Guarantor will furnish and provide the Bank with and permit
the Bank to obtain all such statements information explanation
and data, except information of a proprietary nature, as the
Bank may reasonably require regarding the affairs operations
administration financial or other state or condition whatsoever
of the Guarantor or any of the matters in this clause
mentioned;
(2) the Guarantor will deliver to the Bank every year immediately
after their issue or in any case not later than six (6) months
after the close of its financial year audited balance sheet and
profit and loss accounts together with Director's reports;
(3) the Guarantor shall immediately upon the occurrence of the
following events notify the Bank of:-
(a) the giving of notice by the Guarantor to convene its
general meeting for passing any resolution to wind up
the Guarantor;
(b) the filing of any application for placing the
Guarantor under judicial management; or
(c) the filing of any petition for winding up the
Guarantor.
Where any such notification as aforesaid is given verbally by
the Guarantor to the Bank, the Guarantor shall confirm it in
writing within twenty-four (24) hours thereof.
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(4) (a) payments under this Guarantee shall be made in
SINGAPORE DOLLARS or such other currency as the Bank
may approve in writing. All payments made under this
Guarantee shall be made free and clear of any
restrictions, conditions or set-off and without any
deduction or withholding on account of tax or
otherwise (except to the extent required by the laws).
If any such withholding is required to be made by the
law, the amount payable under this Guarantee shall be
increased to the extent necessary to ensure that,
after the making of that deduction, withholding or
payment, the Bank receives on the due date and retains
a net sum equal to what it would have received and
retained had no such deduction, withholding or payment
been required or made. The Guarantor shall furnish to
the Bank within the period of payment permitted by
applicable law, all official receipt of the relevant
taxation or other authorities involved for all amounts
deducted or withheld as aforesaid.
(b) Any amount received or recovered in a currency other
than SINGAPORE DOLLARS (whether as a result of, or the
enforcement of, a judgment or order of a court of any
jurisdiction, or in the dissolution of the Company or
the Guarantor or otherwise) by the Bank in respect of
any sum expressed to be due to it from the Guarantor
under this Guarantee shall only constitute a discharge
to the Guarantor to the extent of the SINGAPORE
DOLLARS amount which the Bank is able, in accordance
with its usual practice, to purchase with the amount
so received or recovered in that other currency on the
date of that receipt or recovery (or, if its is not
practicable to make that purchase on that date, on the
first date on which it is practicable to do so).
(c) If the SINGAPORE DOLLARS amount purchased is less than
the SINGAPORE DOLLARS amount expressed to be due to
the Bank under this Guarantee, the Guarantor shall
indemnify the Bank against any loss sustained by it as
a result thereof. In any event, the Guarantor shall
indemnify the Bank against the cost of making any such
purchase referred to in (4) (b) above.
(d) The indemnity herein shall constitute a separate and
independent obligation from the other obligations in
this Guarantee, shall give rise to a separate and
independent cause of action, shall apply irrespective
of any indulgence granted by the Bank and shall
continue in full force and effect despite any
judgment, order, claim or proof for a liquidated
amount in respect of any sum due under this Guarantee.
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22. The Guarantor hereby agrees and acknowledges that the obligations and
liabilities of the Guarantor hereunder shall be absolute and
unconditional and in addition to the other provisions hereof, shall not
be abrogated, prejudiced, affected or discharged:-
(a) by the Bank granting explicitly or by conduct or otherwise,
whether directly or indirectly, to the Company or any other
person of any time forbearance, concession, credit compounding,
compromise, waiver, variation, renewal, release, discharge or
other advantage or indulgence;
(b) by the Bank failing or neglecting to or deciding not to recover
the monies hereby guaranteed or any part thereof by the
realisation of any collateral or other security or in any
manner otherwise or, in the event of the enforcement by the
Bank of any collateral or other security or any other remedy
whatsoever, by any act, omission, negligence or other conduct
or failure on the part of the Bank or any other person in
connection therewith;
(c) by any laches, acquiescence, delay, acts, omissions, mistakes
on the part of the Bank or any other person;
(d) by reason of any agreement, deed mortgage, charge, debenture,
guarantee, indemnity or security held or taken at any time by
the Bank or by reason of the same being void, voidable or
unenforceable;
(e) by any moratorium or other period staying or suspending by
statute or the order of any court or other authority all or any
of the Bank's rights, remedies or recourse against the Company
or any other person;
(f) by the Bank entering into any arrangement with the Company or
with any other person which but for the provision of this
clause could or might operate to affect or discharge all or any
part of the obligations and liabilities of the Guarantor
hereunder or could or might otherwise provide a defence to the
Guarantor.
(g) by reason of any other dealing, matter or thing which, but for
the provisions of this Clause, could or might operate to affect
or discharge all or any part of the obligations and liabilities
of the Guarantor hereunder or could or might otherwise provide
a defence to the Guarantor.
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23. In addition to any lien right of set-off or other right which the Bank
may have the Bank shall be entitled at any time and without notice to
the Company or the Guarantor to combine or consolidate all or any of
the accounts and liabilities of the Company or the Guarantor or either
of them with or to the Bank anywhere whether in the Republic of
Singapore or outside the Republic of Singapore or set-off or transfer
any sums standing to the credit of one or more of such accounts in or
towards satisfaction of any of the liabilities of the Company or the
Guarantor or either of them to the Bank on any other account or
accounts whether in the Republic of Singapore or outside the Republic
of Singapore or in any other respect whether such liabilities be actual
or contingent primary or collateral several or joint notwithstanding
that the credit balances on such accounts and the liabilities on any
other accounts may not be addressed in the same currency and the Bank
is hereby authorised to effect any necessary conversions at the Bank's
own rate of exchange then prevailing.
24. In the events that any goods and services tax or any other taxes levies
or charges whatsoever are now or hereafter required by law to be paid
on or in respect of any sums whatsoever payable by the Guarantor or any
other matters whatsoever under or relating to the banking facilities
provided for and/or secured hereunder the same shall (except to the
extent prohibited by law) be borne by the Guarantor and the Guarantor
shall indemnify the Bank (to such extent as shall not be prohibited by
law) against all such goods and services tax or other taxes levies or
charges whatsoever and shall from time to time on demand pay to the
Bank the amount verified by the Bank to be necessary to indemnify the
Bank.
25. The Guarantor represents and warrants to and for the benefit of the
Bank as follows:-
(1) Status: It is a company duly incorporated and validly existing
under the laws of USA and has the power and authority to own
its assets and to conduct the business which it conducts and/or
proposes to conduct;
(2) Powers: it has the power to enter into, exercise its rights and
perform and comply with its obligations under this Guarantee;
(3) Authorisation and Consents: all action, conditions and things
required to be taken, fulfilled and done (including the
obtaining of any necessary consents) in order (a) (i) to enable
it lawfully to enter into, exercise its rights and perform and
comply with its obligations under this Guarantee and (ii) to
ensure that those obligations are valid, legally binding and
enforceable, b(i) to enable the Company lawfully to
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enter into, exercise its rights and perform and comply with its
obligations under the facility letters dated 23rd October 1993
and 28th September 1994 and any other facility letter from time
to time issued by the Bank and accepted by the Company
(hereinafter called the "Facility Letter") and (ii) to ensure
that those obligations are valid, legally binding and
enforceable and (c) to make this Guarantee and the Facility
Letter admissible in evidence in the courts of Singapore have
been taken, fulfilled and done;
(4) Non-Violation of Laws: (a) its entry into, exercise of its
rights and/or performance of or compliance with its obligations
under this Guarantee do not and will not violate, or exceed any
power or restriction granted or imposed by, (i) any law to
which it is subject or (ii) its Memorandum or Articles of
Association;
(5) Obligations Binding: its obligations under this Guarantee are
legal, valid, binding and enforceable;
(6) Non-Violation of Other Agreements: (a) its entry into, exercise
of its rights and/or performance of or compliance with its
obligations under this Guarantee do not and will not (i)
violate any agreement to which it is a party, or (ii) result in
the existence of, or oblige it to create, any security over its
assets;
(7) Existing Security: no security exists on or over any of its
assets;
(8) Accounts: (a) its audited accounts and consolidated accounts
(if any) as at 26th March 1993 and for the financial year then
ended and as delivered to the Bank (with copies of the reports
and approvals referred to in (i) below);-
(i) include such financial statements as are required by
the laws of USA and, save as stated in the notes
thereto, were prepared, audited, examined, reported on
and approved in accordance with accounting principles
and practices generally accepted in USA and
consistently applied and in accordance with the laws
of USA and its constitutive documents;
(ii) together with the notes thereto give a true and fair
view of its state of affairs and financial condition
and operations (or, in the case of consolidated
accounts, the consolidated state of affairs and
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financial condition and operations of the Guarantor
and its subsidiaries) as at that date and for the
financial year then ended; and
(iii) together with the notes thereto and to the extent
required by accounting principles, standards and
practices generally accepted in USA, disclose or
reserve against all liabilities (contingent or
otherwise) of the relevant person(s) as at that date
and all material unrealised or anticipated losses from
any commitment entered into by the relevant person(s)
and which existed on that date;
(9) No Material Adverse Change: there has been no material adverse
change in its financial condition or operations since 26th
March 1993 nor in the consolidated financial condition or
operations of it and its subsidiaries since that date;
(10) Litigation: no litigation, arbitration or administrative
proceeding is current or pending or, so far as it is aware,
threatened to restrain the entry into, exercise of its rights
under and/or performance or enforcement of or compliance with
its obligations under this Guarantee or which could or might
materially and adversely affect its financial condition or
operations or impair its ability to carry on its business
substantially as now conducted;
(11) Winding-up of Guarantor: no meeting has been convened for its
winding-up or for the appointment of a receiver, trustee,
judicial manager or similar officer of it, its assets or any of
them, no such step is intended by it and, so far as it is
aware, no petition, application or the like is outstanding for
its winding-up or for the appointment of a receiver, trustee,
judicial manager or similar officer of it, its assets or any of
them;
(12) No Immunity: neither it nor any of its assets is entitled to
immunity from suit, execution, attachment or other legal
process, and its entry into this Guarantee constitutes, and the
exercise of its rights and performance of and compliance with
its obligations under this Guarantee will constitute, private
and commercial acts done and performed for private and
commercial purposes;
(13) Repetition: each of the representations and warranties herein
will be correct and complied with in all material respects so
long as any sum remains to be lent or remains payable under
this Guarantee.
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26. For the purpose of Section 47(4)(a) of the Banking Act (Cap19) (as the
same may be varied or re-enacted from time to time), the Guarantor for
themselves hereby irrevocably (so long as any moneys or liabilities
shall remain owing to the Bank hereunder or any Banking facility or
service is extended by the Bank to the Company) permits the Bank and
all persons to whom Section 47(3) of that Act applies, to give divulge
or reveal, in any manner howsoever, any information whatsoever
regarding the money and other relevant particulars of any account or
accounts which the Guarantor now has or may hereafter have with the
Bank or of any matters or transactions in relation to the banking
facilities provided for and/or secured hereunder, for any such
commercial, banking or business purposes as the Bank at its discretion
thinks fit and, without prejudice to the foregoing, for purposes in
connection with any enforcement or assignment of or any funding or
operational arrangement concerning any right and benefit of the Bank
hereunder or in relation to the banking facilities provided for and/or
secured hereunder.
27. GOVERNING LAW AND JURISDICTION
(A) GOVERNING LAW: This Guarantee shall be governed by, and construed in
accordance with the laws of Singapore.
(B) SINGAPORE COURTS: For the benefit of the Bank, the Guarantor
irrevocably agrees that the courts of Singapore are to have
jurisdiction to settle any disputes which may arise out of or in
connection with this Guarantee and that, accordingly, any legal action
or proceedings arising out of or in connection with this Guarantee
("Proceedings") may be brought in those courts and the Guarantor
irrevocably submits to the jurisdiction of those courts.
(C) OTHER COMPETENT JURISDICTION: Nothing in this clause shall limit the
right of the Bank to take proceedings against the Guarantor in any
other court of competent jurisdiction nor shall the taking of
Proceeding in one or more jurisdictions preclude the Bank from taking
Proceedings in any other jurisdiction, whether concurrently or not.
(D) VENUE: The Guarantor irrevocably waives any objection which it may at
any time have to the laying of the venue of any Proceedings in any
court referred to in this Clause and any claim that any such
Proceedings have been brought in an inconvenient forum.
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(E) SERVICE OF PROCESS: (1). The Guarantor irrevocably appoints Printronix
Ag (now of) 512 Chai Chee Lane #02-15, Bedok Industrial Estate,
Singapore 1646 to receive, for it and on its behalf, service of process
in any Proceedings in Singapore. Such service shall be deemed completed
on delivery to the process agent (whether or not it is forwarded to and
received by the Guarantor). If for any reason the process agent ceases
to be able to act as such or no longer has an address in Singapore, the
Guarantor irrevocably agrees to appoint a substitute process agent
acceptable to the Bank, and to deliver to the Bank a copy of the new
agent's acceptance of that appointment, within 30 days. (2). The
Guarantor irrevocably consents to any process in any Proceedings
anywhere being served by mailing a copy by registered prepaid airmail
post to it in accordance with Clause 18. Such service shall become
effective 14 days after mailing. (3). Nothing shall affect the right to
serve process in any other manner permitted by law.
(F) PRIVY COUNCIL APPEAL: In relation to any Proceedings, the Guarantor
irrevocably agrees that an appeal from a decision of the appellate
court in Singapore in Proceedings in Singapore may be brought before
the Judicial Committee of the Privy Council and further irrevocably
agree to be bound by an appeal to, and decision of, the Judicial
Committee of the Privy Council in such Proceedings.
(G) CONSENT TO ENFORCEMENT, ETC: The Guarantor irrevocably and
unconditionally consents in respect of any proceedings anywhere to the
giving of any relief or the issue of any process in connection with
those proceedings including, without limitation, the making,
enforcement or execution against any assets whatsoever (irrespective of
their use or intended use) of any order or judgment which may be made
or given in those proceedings.
(H) WAIVER OF IMMUNITY: The Guarantor irrevocably agrees that, should the
Bank take any proceedings anywhere (whether for any injunction,
specific performance, damages or otherwise), no immunity (to the extent
that it may at any time exists, whether on the grounds of sovereignty
or otherwise) from those proceedings, from attachment (whether in aid
of execution, before judgment or otherwise) of its assets or from
execution, of judgment shall be claimed by it or on its behalf or with
respect to its assets, any such immunity being irrevocably waived. The
Guarantor irrevocably agrees that it and its assets are, and shall be,
subject to such proceedings, attachment or execution in respect of its
obligations under this Guarantee.
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28. The illegality, invalidity or unenforceability of any provision of this
Guarantee under the law of any jurisdiction shall not affect its
legality, validity or enforceability under the law of any other
jurisdiction nor the legality, validity or enforceability of any other
provision.
29. In this Guarantee where the context so admits:-
(a) words importing the singular number include the plural number
and vice versa;
(b) words importing the masculine gender include the feminine or
neuter gender;
(c) the expression "the Guarantor" includes the successors and
assigns of the Guarantor;
(d) the word "person" includes any company or association or body
of persons, corporate or inincorporate.
IN WITNESS WHEREOF the Guarantor has hereunto affixed its common seal.
Dated the .......12th...... day of.... April.... 1995
The Common Seal of PRINTRONIX, INC
was hereunto affixed in the
presence of
DIRECTOR /s/ ROBERT A. KLEIST
----------------------
Robert A. Kleist
DIRECTOR/SECRETARY /s/ GEORGE L. HARWOOD
----------------------
George L. Harwood
Before me-
Signature of Notary Public: /s/ SALLY R. HAMILTON State of California)
---------------------- ) ss
Name of Notary Public: Sally R. Hamilton County of Orange )
On April 12, 1995 before me, Sally R. Hamilton, Notary Public, personally
appeared Robert A. Kleist and George L. Harwood, personally known to me to be
the persons whose names are subscribed to the within instrument and acknowledged
to me that they executed the same in their authorized capacities, and that by
their signatures on the instrument the persons, or the entity upon behalf of
which the persons acted, executed the instrument.