EXHIBIT 10.2
GUARANTY
In order to induce Siemens plc, an English company (the "Holder"), to
accept as payment a certain secured promissory note (the "Note") of even date
herewith in the principal amount of $2,000,000 executed and delivered by CTI
Data Solutions (International) Ltd., an English Company (the "Maker") and a
wholly owned subsidiary of CTI Group (Holdings), Inc., a Delaware corporation
("CTIG"), pursuant to the terms of the Note and that certain Asset Purchase
Agreement of even date herewith between Holder and Maker, and in
consideration thereof and other valuable consideration, the receipt of which
is hereby acknowledged, the undersigned, intending to be legally bound
hereby, agrees as follows:
1. The undersigned unconditionally guarantees the performance by Maker
of the obligations of Maker to Holder pursuant to the terms of the Note.
Upon failure by Maker to make any of the payments required to be made by
Maker pursuant to the Note, for whatever reason, the undersigned (the
"Guarantor") shall pay, forthwith on of demand by the Holder, the amount of
payments not so made, by wire transfer of immediately available funds to the
account of the Holder specified in the demand or by such other method of
payment specified in the demand.
2. The obligations of the Guarantor hereunder shall be unconditional
and absolute and, without limiting the generality of the foregoing, shall not
be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or
release in respect of any obligation of the Maker under this Guaranty
or the Note, by operation of law or otherwise;
(ii) any modification or amendment of or supplement to this
Guaranty or the Note;
(iii) any release, impairment, non-perfection or invalidity
of any direct or indirect security for any obligation of the Maker
under this Guaranty or the Note;
(iv) any change in the corporate existence, structure or
ownership of the Maker, or any insolvency, bankruptcy, reorganization
or other similar proceeding affecting the Maker or its assets or any
resulting release or discharge of any obligation of the Maker
contained in this Guaranty or the Note;
(v) the existence of any claim, set-off or other rights which
Guarantor may have at any time against the Maker, the Holder or any
other corporation or person, whether in connection herewith or any
unrelated transactions, provided that nothing herein shall prevent the
assertion of any such claim by separate suit or compulsory
counterclaim;
(vi) any invalidity or unenforceability relating to or against
the Maker for any reason of this Guaranty or the Note, or any
provision of applicable law or regulation purporting to prohibit the
payment by the Maker of the principal of or interest on the Note or
any other amount payable by the Borrower under this Guaranty; or
(vii) any other act or omission to act or delay of any kind
by the Maker, the Holder or any other corporation or person or any
other circumstance whatsoever which might, but for the provisions of
this paragraph, constitute a legal or equitable discharge of the
Guarantor's obligation hereunder.
The Guarantor hereby waives diligence, presentment, demand of payment (other
the demand referred to above), or filing of claims with a court in the event
of insolvency or bankruptcy of the Maker any right to require a proceeding
first against the Maker, protest, notice and all demands (other the demand
referred to above) whatsoever and covenants that this Guaranty will not be
discharged except by complete performance of the obligations of the Maker or
of this Guaranty.
3. If acceleration of the time for payment of any amount payable by
the Maker under this Agreement or the Note is stayed upon the insolvency,
bankruptcy or reorganization of the Maker, all such amounts otherwise subject
to acceleration under the terms of this Agreement shall nonetheless be
payable by the Guarantor hereunder forthwith on demand by the Holder.
4. The Guarantor's liability hereunder shall continue in full force
and effect during the term of the Note and any and all extensions of renewals
thereof, until all liabilities and obligations of Maker to Holder pursuant to
the Note are paid in full.
5. This Guaranty is secured by and entitled to the benefits of the
Security Agreement and the Pledge Agreement, reference to which is made for a
description of the Collateral and the rights of the Holder and CTIG with
respect thereto.
6. This Guaranty shall be governed, construed and interpreted as to
validity, enforceability and in all other respects under the laws of the
United Kingdom. This Guaranty has been delivered to and accepted by Holder
in and shall be governed by the laws of the United Kingdom. Guarantor agrees
to the exclusive jurisdiction of the courts located in the United Kingdom
without regard to principles
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of conflicts of laws, in connection with any matter arising hereunder,
including the collection and enforcement hereof, except with regard to
Lender's rights and remedies concerning any of the collateral security for
the obligations of the Guarantor under this Guaranty. With respect to such
collateral security, the parties hereto hereby agree to the exclusive
jurisdiction of the courts located in, and to the application of the laws of
the Commonwealth of Pennsylvania.
7. No modification hereof shall be binding or enforceable unless in
writing and signed by the party against whom enforcement is sought. This
Guaranty shall be binding upon the successors and assigns of the Guarantor.
IN WITNESS WHEREOF, the undersigned has executed this Guaranty this 2nd
day of February, 1998.
ATTEST: CTI DATA SOLUTIONS (INTERNATIONAL) LTD.
By: /s/ Mary Ann Davis By: /s/ Anthony Johns
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Name: Mary Ann Davis Name: Anthony Johns
Title: Corporate Secretary Title: President
[Corporate Seal]
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