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EXHIBIT 10.12
GUARANTEE & INDEMNITY
BETWEEN
XCEL POWER SYSTEMS LIMITED
PASCALL ELECTRONICS LIMITED
PASCALL
ELECTRONIC (HOLDINGS) LIMITED
BELIX WOUND COMPONENTS LIMITED
AND
LLOYDS TSB COMMERCIAL FINANCE LIMITED
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GUARANTEE AND INDEMNITY
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To
LLOYDS TSB Commercial Finance Limited
Boston House
The Little Green
Richmond
Surrey TW9 1QE
1. We,
the Guarantors and Indemnifiers, whose names appear in the
schedule
hereto have agreed to give you as contained in the succeeding
clauses
hereof, as many separate and independent guarantees and indemnities
as
there are parties hereto (other than you) whereby the liabilities
to
you of each and every one of us are guaranteed by the others of us
and
whereby each one of us indemnifies you against any losses (as
defined
herein) arising from transactions between you and any other of
us.
2.
Accordingly in this deed except where the context otherwise
requires:
(1) words
implying the singular shall include the plural and words
implying any of the three genders shall include either of the
other two;
(2) the
expression "Principal" shall mean and apply to any one of
us for whose liabilities any such guarantee is given and in
respect of whose transactions with you any such indemnity is
given;
(3) the
following expressions shall have the meanings assigned to
them below:
"Agreement"
any agreement between the Principal and you for the factoring,
discounting and/or financing of book debts and/or receivables,
"Indulgence"
any indulgence, agreement not to sue or release of any charge
lien or other security or any part thereof,
"Losses"
losses, costs, damages, claims, interest and expenses and
(4) any other
expression used in the Agreement shall have the
meaning attributed to it therein.
3. We
hereby guarantee:
(i) the due performance of
all the obligations of the Principal
under the Agreement and any other agreement and
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(ii)
upon your demand in writing the due payment of all amounts
payable or which may at any time hereafter become payable to
you by the Principal whether arising under the Agreement or
otherwise.
4.
Without prejudice to the provisions of paragraph 3 hereof, we
hereby
agree to indemnify you and hold you harmless against all losses you
may
suffer or incur by reason of any failure of the Principal to
comply
with any term of the Agreement or of any other agreement between
the
Principal and you.
5. The
guarantee given herein shall be a continuing guarantee, shall
apply
to the ultimate amount payable by the Principal and shall not
be
discharged by any intermediate payment or satisfaction by the
Principal.
6. Our
liability under this guarantee and indemnity shall not be
affected
by:
(i) any time
or indulgence granted by you to the Principal or any
other person,
(ii)
any compromise made by you with the Principal or any other
person,
(iii) any
variation in the Agreement or in any other agreement
between the Principal and you (whether or not our liability to
you may be increased thereby) or by any defect therein or in
its execution, or
(iv)
any change in the constitution of the Principal.
and we shall be liable hereunder in every respect as principal
debtors.
7. For
the purpose of determining our liability under this guarantee
and
indemnity, which shall be additional to and not in substitution for
any
other security taken or to be taken by you in respect of the
Principal's obligations to you, we shall be bound by any
acknowledgement or admission by th
