UNDERTAKING AND INDEMNITY
BETWEEN
XXXXXX XXXXX XXXXXXX
ELCOM INTERNATIONAL INC
AND
LLOYDS TSB COMMERCIAL FINANCE LIMITED
UNDERTAKING AND INDEMNITY
To: LLOYDS TSB Commercial Finance Limited
Xxxxxx Xxxxx
Xxx Xxxxxx Xxxxx
Xxxxxxxx
Xxxxxx XX0 0XX
Elcom Information Technology Limited and Elcom Holdings Limited ("the
Companies")
I refer to the agreements with a commencement date of 1st March 2001 between you
and the Companies for the purchase by you of the Companies Debts ("the Debt
Purchase Agreements") entered into by you in consideration inter alia of the
confirmations, undertakings and obligations given or entered into below.
I confirm that I have read the warranties, undertakings and indemnity given to
you by the Companies set out in paragraphs 14.1-14.7 inclusive of the Standard
Terms and Conditions for the Purchase of Debts ("STC") and the declarations of
trust contained in paragraph 6.1 of the "STC" together "the relevant
obligations" and fully understand their nature and effect.
I confirm that to the best of my knowledge and belief (having made all
reasonable enquiries) the Companies have complied with and are at today's date
in compliance with the relevant obligations.
In consideration of your entering into or continuing with the Debt Purchase
Agreements or hereafter approving any Debt notified to you by either of the
Companies:
1. I unconditionally undertake with you that whilst I am a director of either of
the Companies I will not do anything by way of fraud, negligence or wilful
default which will cause either of the Companies to be in breach of the relevant
obligations. 2. In countersigning this document Elcom International Inc. of 00
Xxxxxx Xxx, Xxxxxxx, Xxxxxxxxxxxxx XX00000, XXX (Nasdaq: ELCO) agrees to
indemnify you against all losses, costs, claims and demands which you may suffer
or incur in consequence of a breach by Xxxxxx Xxxxx Xxxxxxx of the confirmations
and undertakings given by him in this document.
continued.....................
-2-
The confirmations, undertakings and indemnities given in this document will not
be affected by any variation to the Debt Purchase Agreements, any compromise,
any failure to enforce remedies, any release or any indulgence in each case
whether in respect of either of the Companies, any Debtor, or any other person
who may give or have given you any guarantee indemnity or warranty for any of
the obligations of either Company to you.
Date: 1st March 2001
Name in full of the person giving this undertaking and residential address:
Xxxxxx Xxxxx Xxxxxxx
000 Xxxxxxx Xxxxxx
Xxxxx
Xxxxxxxxxxxxx 00000
XXX
Status with Companies: DIRECTOR
Signature: /s/ Xxxxxx X. Xxxxxxx
Witness' Signature: /s/ Xxxxx Xxxxx-Xxxxxxxxxx
Witness Full Name: Xxxxx Xxxxx-Xxxxxxxxxx
Address: 000 Xxxxx Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Occupation: Executive Assistant
Date: 7th February 2001
/s/Xxxxx Xxxxxxx, Chief Financial Officer
Authorised Signatory
For and on behalf of
ELCOM INTERNATIONAL INC.
