EXHIBIT 15
To: Lloyds TSB Bank plc.
l. In consideration of your agreeing to grant or continuing to grant banking
facilities to VTL (UK) Limited (hereinafter called the "Customer") upon the
terms of the agreement between you and the Customer dated 21 October 2005
(hereinafter called the "Lloyds TSB Facility") we guarantee payment on
demand upon us of
(a) all principal amounts unpaid by the Customer by the due date for
payment in accordance with the Lloyds TSB Facility (hereinafter called
the "Due Date") including, in the event of discontinuance by any means
of this guarantee all cheques drawn by the Customer or any other
written commitments of indebtedness entered into by the Customer
purporting to be dated on or before the date upon which such
discontinuance becomes known to you although presented to or paid by
your Bank after the date upon which such discontinuance becomes
effective; and
(b) interest on all such principal amounts to the date of demand under
this guarantee, commission, fees and other banking charges, costs and
expenses in accordance with the Lloyds TSB Facility.
ALWAYS PROVIDED THAT
the total amount recoverable from us under this guarantee shall be limited
to a sum of (pound)6,000,000 and in addition the interest (on that amount
or such less sum as may be due or owing) under Clause 3 hereof; and
2 Upon receipt of any demand from you under this guarantee, we shall be
entitled to repay the aggregate of all drawings and any other sum(s)
outstanding under the Lloyds TSB Facility at the time of the demand
whereupon the Lloyds TBS Facility shall terminate and you shall, upon being
satisfied that all obligations under the Lloyds TSB Facility have been
fully and finally discharged, return to us this guarantee having marked it
as cancelled.
3. We additionally agree to pay interest on any amount for which we may be
liable hereunder at 2.0% per annum above your Base Rate from time to time
in force from the date of demand on us for payment until final payment by
us.
4. This guarantee shall be a continuing security provided always that our
liability hereunder shall expire upon the earlier of 30 March 2006 and the
date on which all amounts outstanding under the Lloyds TSB Facility have
been repaid in full except in respect of any demand for payment received by
us by letter or authenticated cable/telex message on or before that date.
Each such demand made hereunder shall incorporate a statement that the
amount claimed by you represents:
(i) amount(s) due to you from the Customer pursuant to the Lloyds TSB
Facility and unpaid on the Due Date(s) therefor, and/or
(ii) contingent liabilities of the Customer pursuant to the Lloyds TSB
Facility outstanding at the date of demand and which are not likely to
be determined until after the expiry of this Guarantee and that
arrangements satisfactory to you have not been made to extend the
validity of this Guarantee or provide you with other security
acceptable to you.
5. Any amount paid by us hereunder in response to a demand in respect of
contingent liabilities of the Customer may be held by you as security for
such liabilities and may be applied by you in or towards satisfaction of
all amounts owing to you in connection therewith as soon as the same shall
become due or at any time thereafter. You shall be under no obligation to
return to us any amount received by you under this
Guarantee and not applied in reduction of the liabilities of the Customer
until all such liabilities have been fully and finally discharged to your
satisfaction.
6. Our liability under this guarantee shall not be affected by any variation
in or renewal of such banking facilities, the granting of time or
indulgence to or composition with the Customer, any legal disability or
incapacity of the Customer, any moratorium or similar enactment or other
circumstance affecting in any way whatsoever the liability of the Customer,
or any other matter or thing which might otherwise operate to discharge our
liability as guarantor hereunder.
7. If at any time, you receive or recover payment after a Due Date in respect
an amount which was unpaid by the Customer by the Due Date, then
(a) if you have made a demand of us in respect of such amount which has
not been paid by us, you shall issue to us a confirmation that such
demand is cancelled; and
(b) if we have made payment to you under the terms of this guarantee in
respect of such amount, you shall:
(i) hold such payment received or recovered in trust for us; and
(ii) forthwith pay an amount equal to such payment to us.
8 You shall not assign or transfer any of our rights under this guarantee
without our prior written consent.
9. This guarantee shall be governed and construed in accordance with English
law.
10. You and we both irrevocably agree that the courts of England shall have
jurisdiction to hear and determine any suit, action or proceedings, and to
settle any disputes, which may arise out of or in connection with this
guarantee and, for such purposes, you and we both irrevocably submit to the
jurisdiction of such courts.
For and on behalf of
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Authorised Signatory
We hereby acknowledge and agree to these terms
For and on behalf of Lloyds TSB Bank plc.:
Authorised Signatory