EXHIBIT 10.15
DEED OF GUARANTEE AND INDEMNITY
BETWEEN
XCEL CORPORATION LIMITED
AND
LLOYDS TSB COMMERCIAL FINANCE LIMITED
THIS DEED OF GUARANTEE; AND INDEMNITY
is made on the date specified in the Schedule to this Deed
BETWEEN:
(1) "LTSBCF" Lloyds TSB Commercial Finance Limited,
Boston House, The Little Green, Richmond,
Surrey TW9 1QE
AND
(2) "THE GUARANTOR" The Corporation executing this Deed
W I T N E S S that in consideration of LTSBCF at the request of the Guarantor
entering into or continuing with an agreement with the Supplier named in the
Schedule to this Deed for the Purchase of Debts ("the Agreement") and/or
approving any Debt thereunder THE GUARANTOR jointly and severally with any other
person who enters into a Guarantee and Indemnity with LTSBCF in respect of the
Supplier's obligations hereby:
1. AGREES to pay LTSBCF on demand all sums now or at any future date due
to LTSBCF from the Supplier.
2. GUARANTEES the due performance of all other obligations of the Supplier
to LTSBCF however arising.
3. INDEMNIFIES LTSBCF against all actions claims demands liabilities
losses costs interest and damages which LTSBCF may sustain or incur as
a result of the insolvency of the Supplier or of any breach or non
observance or non performance by the Supplier of any of its obligations
to LTSBCF.
4. AGREES THAT:
(i) Variations may from time to time be made to the Agreement
without the consent of or notice to the Guarantor even though
the Guarantor's liability to LTSBCF may be increased.
(ii) The giving of time or the failure by LTSBCF to enforce any
remedies against the Supplier or any customer or any other
guarantor shall in no way affect the Guarantor's liability to
LTSBCF.
(iii) The terms of this guarantee and indemnity shall constitute a
continuing security notwithstanding the fulfilment from time
to time of any of the obligations of the Supplier to LTSBCF
and shall remain in force despite any disability on the
Guarantor's part until 12 months after payment is made by the
Supplier of all sums from time to time due to LTSBCF however
arising.
(iv) Any acknowledgement or admission by or any Judgement obtained
by LTSBCF against the Supplier shall be binding on the
Guarantor.
(v) The Guarantor's obligations shall continue even though LTSBCF
may at any time relinquish in whole or in part any charge lien
or security taken from the Supplier or any customer or any
other guarantor.
(vi) Until all sums due hereunder have been paid to LTSBCF the
Guarantor shall not be entitled to the benefit of nor claim to
be subrogated to any charge lien or security held by LTSBCF
for the due performance of the Supplier's obligations nor
shall LTSBCF be under any obligation to enforce them for the
Guarantor's benefit.
(vii) Any sums due hereunder to LTSBCF shall from the due date for
payment bear interest at the same rate as the Discount Charge
referred to in the Agreement.
(viii) In arriving at the amount due to LTSBCF by the Supplier LTSBCF
shall be entitled to take into account all liabilities whether
actual or contingent and to make a reasonable estimate
thereof.
5. DECLARES THAT this Guarantee and Indemnity:
(i) Shall be governed by English Law.
(ii) Shall be binding upon the Guarantor's Executors or
Administrators or upon any Committee Receiver or other person
acting on the Guarantor's behalf.
(iii) May be assigned by LTSBCF.
(iv) Shall be in addition to and not in substitution for any other
security taken by LTSBCF for the Supplier's obligation.
(v) Shall not be discharged by any defect in the Agreement or any
other guarantee or indemnity or in their respective
executions.
(vi) Shall remain binding notwithstanding any change in the
constitution of the Supplier or the death or legal disability
of any other guarantor to LTSBCF of the Suppliers'
obligations.
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6. ACCEPTS THAT any notice or demand by LTSBCF shall be deemed to be
validly served or made if sent or delivered to the Guarantor's address
stated below or to the registered office of the Guarantor (if
applicable) or to any other address at which the Guarantor may carry
out business and if sent by post shall be conclusively deemed to have
been delivered to the Guarantor within 72 hours of the time of posting.
7. AGREES THAT monies received by LTSBCF by virtue of or in connection
with the guarantee and indemnity may be placed to the credit of a
suspense account with a view to preserving the right of LTSBCF to prove
for the whole of its claim against the Supplier in any proceedings in
or analogous to bankruptcy liquidation receivership composition or
arrangement.
8. CONFIRMS THAT if any provision hereof shall be held invalid or
unenforceable it is hereby declared and confirmed that such event shall
not effect any other provisions all of which shall remain in full force
and effect. Where this Deed is executed by more than one Guarantor and
such execution shall be defective this shall in no way affect the
liability of the remaining parties.
9. AGREES THAT definitions used in the Agreement shall bear the same
meaning in this Deed.
10. AGREES THAT this Guarantee and Indemnity shall be construed according
to English Law and the Guarantor accepts the non exclusive jurisdiction
of the English Court.
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IN WITNESS thereof the Guarantor has caused this Deed to be sealed on the date
specified in the Schedule hereto.
THE SCHEDULE
Date of Execution 21 June 2005
of this Deed
Name of Supplier Xcel Power Systems Limited
Name of Guarantor Xcel Corporation Limited
Registered Offices Brunswick Road
of Guarantor Cobbs Wood
Ashford
Kent TN23 1EH
Company Registration Number 01969006
in England & Wales of Guarantor
SIGNED and DELIVERED as a deed on ) /S/ Carmine T. Oliva
(day of by you )
) Signature of
Director
XCEL CORPORATION LIMITED acting by **
(a Director) and ** ) /S/ G. M. J. Jefferies
(a *Director / its Company Secretary ) Signature of *Director/
) Company Secretary
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