EXECUTION VERSION
GUARANTY
GUARANTY, dated as of June 14, 2006 made by each of the undersigned
(each a "GUARANTOR", and collectively, the "GUARANTORS "), in favor of
Smithfield Fiduciary LLC, in its capacity as collateral agent (in such capacity,
the "COLLATERAL AGENT") for the Buyers referred to below.
W I T N E S S E T H :
WHEREAS, American United Global, Inc. (the "COMPANY") and each party
listed as a "Buyer" on the Schedule of Buyers attached to the Securities
Purchase Agreement referred to below (collectively, the "BUYERS") are parties to
that certain Securities Purchase Agreement, dated as of even date herewith (as
amended, restated or otherwise modified from time to time, the "SECURITIES
PURCHASE AGREEMENT"), pursuant to which the Company shall be required to sell,
and the Buyers shall purchase or have the right to purchase, the Notes referred
to below;
WHEREAS, it is a condition precedent to the Buyers entering into the
Securities Purchase Agreement that the Guarantors execute and deliver to the
Collateral Agent a guaranty guaranteeing all of the obligations of the Company
under the Securities Purchase Agreement, the Notes referred to below and the
Transaction Documents (as defined in the Securities Purchase Agreement, the
"TRANSACTION DOCUMENTS"); and
WHEREAS, the Guarantors have determined that their execution,
delivery and performance of this Guaranty directly benefit, and are within the
corporate purposes and in the best interests of, each Guarantor.
NOW, THEREFORE, in consideration of the premises and the agreements
herein and in order to induce the Buyers to perform under the Securities
Purchase Agreement, each Guarantor hereby agrees with each Buyer as follows:
SECTION 1. Definitions. Reference is hereby made to the Securities
Purchase Agreement and the "Notes" issued pursuant thereto (as such Notes may be
amended, restated, replaced or otherwise modified from time to time in
accordance with the terms thereof, collectively, the "NOTES") for a statement of
the terms thereof. All terms used in this Guaranty, which are defined in the
Securities Purchase Agreement or the Notes and not otherwise defined herein,
shall have the same meanings herein as set forth therein.
SECTION 2. Guaranty. The Guarantors, jointly and severally, hereby
unconditionally and irrevocably, guaranty the punctual payment, as and when due
and payable, by stated maturity or otherwise, of all Obligations of the Company
from time to time owing by it in respect of the Securities Purchase Agreement,
the Notes and the other Transaction Documents, including, without limitation,
all interest that accrues after the commencement of any Insolvency Proceeding of
the Company or any Guarantor, whether or not the payment of such interest is
unenforceable or is not allowable due to the existence of such Insolvency
Proceeding), and all fees, commissions, expense reimbursements, indemnifications
and all other amounts due or to become due under any of the Transaction
Documents (such obligations, to the extent not paid by the Company, being the
"GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses (including
reasonable counsel fees and expenses) reasonably incurred by the Collateral
Agent in enforcing any rights under this Guaranty. Without limiting the
generality of the foregoing, each Guarantor's liability hereunder shall extend
to all amounts that constitute part of the Guaranteed Obligations and would be
owed by the Company to the Collateral Agent under the Securities Purchase
Agreement and the Notes but for the fact that they are unenforceable or not
allowable due to the existence of an Insolvency Proceeding involving any
Guarantor or the Company (collectively, each a "TRANSACTION PARTY").
SECTION 3. Guaranty Absolute; Continuing Guaranty; Assignments.
(a) The Guarantors, jointly and severally, guaranty that the Guaranteed
Obligations will be paid strictly in accordance with the terms of the
Transaction Documents, regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of the Collateral Agent with respect thereto. The obligations of each
Guarantor under this Guaranty are independent of the Guaranteed Obligations, and
a separate action or actions may be brought and prosecuted against any Guarantor
to enforce such obligations, irrespective of whether any action is brought
against any Transaction Party or whether any Transaction Party is joined in any
such action or actions. The liability of any Guarantor under this Guaranty shall
be irrevocable, absolute and unconditional irrespective of, and each Guarantor
hereby irrevocably waives, to the extent permitted by law, any defenses it may
now or hereafter have in any way relating to, any or all of the following:
(i) any lack of validity or enforceability of any Transaction
Document or any agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Guaranteed Obligations, or any other
amendment or waiver of or any consent to departure from any Transaction
Document, including, without limitation, any increase in the Guaranteed
Obligations resulting from the extension of additional credit to any Transaction
Party or otherwise;
(iii) any taking, exchange, release or non-perfection of any
Collateral, or any taking, release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Guaranteed Obligations;
(iv) any change, restructuring or termination of the corporate,
limited liability company or partnership structure or existence of any
Transaction Party; or
(v) any other circumstance (including any statute of limitations) or
any existence of or reliance on any representation by the Collateral Agent that
might otherwise constitute a defense available to, or a discharge of, any
Transaction Party or any other guarantor or surety.
This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must otherwise be returned by the Collateral Agent or any other Person upon
the insolvency, bankruptcy or reorganization of any Transaction Party or
otherwise, all as though such payment had not been made.
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(b) This Guaranty is a continuing guaranty and shall (i) remain in full
force and effect until the indefeasible cash payment in full of the Guaranteed
Obligations (other than inchoate indemnity obligations) and all other amounts
payable under this Guaranty and shall not terminate for any reason prior to the
respective date of Maturity of each Security (other than payment in full of the
Securities) and (ii) be binding upon the Guarantor and its respective successors
and assigns. This Guaranty shall inure to the benefit of and be enforceable by
the Collateral Agent and their successors, and permitted pledgees, transferees
and assigns. Without limiting the generality of the foregoing sentence, any
Buyer may pledge, assign or otherwise transfer all or any portion of its rights
and obligations under and subject to the terms of any Transaction Document to
any other Person, and such other Person shall thereupon become vested with all
the benefits in respect thereof granted to such Buyer herein or otherwise, in
each case as provided in the Securities Purchase Agreement.
SECTION 4. Waivers. To the extent permitted by applicable law, each
Guarantor hereby waives promptness, diligence, notice of acceptance and any
other notice with respect to any of the Guaranteed Obligations and this Guaranty
and any requirement that the Collateral Agent exhaust any right or take any
action against any Transaction Party or any other Person or any Collateral. The
Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated herein and that the waiver set forth in
this Section 4 is knowingly made in contemplation of such benefits. The
Guarantors hereby waive any right to revoke this Guaranty, and acknowledges that
this Guaranty is continuing in nature and applies to all Guaranteed Obligations,
whether existing now or in the future.
SECTION 5. Subrogation. No Guarantor may exercise any rights that it may
now or hereafter acquire against any Transaction Party or any other guarantor
that arise from the existence, payment, performance or enforcement of any
Guarantor's obligations under this Guaranty, including, without limitation, any
right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of the
Collateral Agent against any Transaction Party or any other guarantor or any
Collateral, whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, including, without limitation, the right to
take or receive from any Transaction Party or any other guarantor, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security solely on account of such claim, remedy or right, unless and
until all of the Guaranteed Obligations (other than inchoate indemnity
obligations) and all other amounts payable under this Guaranty shall have
indefeasibly been paid in full in cash. If any amount shall be paid to the
Guarantor in violation of the immediately preceding sentence at any time prior
to the later of the payment in full in cash of the Guaranteed Obligations and
all other amounts payable under this Guaranty, such amount shall be held in
trust for the benefit of the Collateral Agent and shall forthwith be paid to the
Collateral Agent to be credited and applied to the Guaranteed Obligations and
all other amounts payable under this Guaranty, whether matured or unmatured, in
accordance with the terms of the Transaction Document, or to be held as
Collateral for any Guaranteed Obligations or other amounts payable under this
Guaranty thereafter arising. If (a) any Guarantor shall make payment to the
Collateral Agent of all or any part of the Guaranteed Obligations, and (b) all
of the Guaranteed Obligations (other than inchoate indemnity obligations) and
all other amounts payable under this Guaranty shall indefeasibly be paid in full
in cash, the Collateral Agent will, at such Guarantor's request and expense,
execute and deliver to such Guarantor appropriate documents, without recourse
and without representation or warranty, necessary to evidence the transfer by
subrogation to such Guarantor of an interest in the Guaranteed Obligations
resulting from such payment by such Guarantor.
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SECTION 6. Representations, Warranties and Covenants. Each Guarantor
hereby represents and warrants as follows:
(a) The Guarantor (i) is a corporation, limited liability company or
limited partnership duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization as set forth on the signature
pages hereof, (ii) has all requisite power and authority to conduct its business
as now conducted and as presently contemplated and to execute and deliver this
Guaranty and each other Transaction Document to which the Guarantor is a party,
and to consummate the transactions contemplated hereby and thereby and (iii) is
duly qualified to do business and is in good standing in each jurisdiction in
which the character of the properties owned or leased by it or in which the
transaction of its business makes such qualification necessary except where the
failure to be so qualified would not result in a Material Adverse Effect.
(b) The execution, delivery and performance by the Guarantor of this
Guaranty and each other Transaction Document to which the Guarantor is a party
(i) have been duly authorized by all necessary action, (ii) do not and will not
contravene its charter or by-laws, its limited liability company or operating
agreement or its certificate of partnership or partnership agreement, as
applicable, or any applicable law or any contractual restriction binding on the
Guarantor or its properties, (iii) do not and will not result in or require the
creation of any lien (other than pursuant to any Transaction Document) upon or
with respect to any of its properties, and (iv) do not and will not result in
any default, noncompliance, suspension, revocation, impairment, forfeiture or
nonrenewal of any material permit, license, authorization or approval applicable
to it or its operations or any of its properties.
(c) No authorization or approval or other action by, and no notice to or
filing with, any governmental authority is required in connection with the due
execution, delivery and performance by the Guarantor of this Guaranty or any of
the other Transaction Documents to which the Guarantor is a party.
(d) Each of this Guaranty and the other Transaction Documents to which the
Guarantor is or will be a party, when delivered, will be, a legal, valid and
binding obligation of the Guarantor, enforceable against the Guarantor in
accordance with its terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or
other similar laws and equitable principles (regardless of whether enforcement
is sought in equity or at law).
(e) There is no pending or, to the best knowledge of the Guarantor,
threatened action, suit or proceeding against the Guarantor or to which any of
the properties of the Guarantor is subject, before any court or other
governmental authority or any arbitrator that (i) if adversely determined, could
reasonably be expected to have a Material Adverse Effect or (ii) relates to this
Guaranty or any of the other Transaction Documents to which the Guarantor is a
party or any transaction contemplated hereby or thereby.
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(f) The Guarantor (i) has read and understands the terms and conditions of
the Securities Purchase Agreement and the other Transaction Documents, and (ii)
now has and will continue to have independent means of obtaining information
concerning the affairs, financial condition and business of the Transaction
Parties, and has no need of, or right to obtain from any Buyer, any credit or
other information concerning the affairs, financial condition or business of the
Transaction Parties that may come under the control of any Buyer.
(g) The Guarantor covenants and agrees that until indefeasible full and
final payment of the Guaranteed Obligations, it will comply with each of the
covenants (except to the extent applicable only to a public company) which are
set forth in Section 4 of the Securities Purchase Agreement as if the Guarantor
were a party thereto.
SECTION 7. Right of Set-off. Upon the occurrence and during the
continuance of any Event of Default, any Buyer may, and is hereby authorized to,
at any time and from time to time, without notice to the Guarantors (any such
notice being expressly waived by each Guarantor) and to the fullest extent
permitted by law, set-off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other indebtedness at
any time owing by any Buyer to or for the credit or the account of any Guarantor
against any and all obligations of the Guarantors now or hereafter existing
under this Guaranty or any other Transaction Document, irrespective of whether
or not any Buyer shall have made any demand under this Guaranty or any other
Transaction Document and although such obligations may be contingent or
unmatured. Each Buyer agrees to notify the relevant Guarantor promptly after any
such set-off and application made by such Buyer, provided that the failure to
give such notice shall not affect the validity of such set-off and application.
The rights of the Collateral Agent under this Section 7 are in addition to other
rights and remedies (including, without limitation, other rights of set-off)
which the Collateral Agent may have under this Guaranty or any other Transaction
Document in law or otherwise.
SECTION 8. Notices, Etc. All notices and other communications provided for
hereunder shall be in writing and shall be mailed, telecopied or delivered, if
to any Guarantor, to it at its address set forth on the signature page hereto,
or if to any Buyer, to it at its address set forth in the Securities Purchase
Agreement; or as to either such Person at such other address as shall be
designated by such Person in a written notice to such other Person complying as
to delivery with the terms of this Section 8. All such notices and other
communications shall be effective (i) if mailed (by certified mail, postage
prepaid and return receipt requested), when received or three Business Days
after deposited in the mails, whichever occurs first; (ii) if telecopied, when
transmitted and confirmation is received, provided same is on a Business Day
and, if not, on the next Business Day; or (iii) if delivered by hand, upon
delivery, provided same is on a Business Day and, if not, on the next Business
Day.
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SECTION 9. CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE. ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER
TRANSACTION DOCUMENT MAY BE BROUGHT IN ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ IN
THE COUNTY OF NEW YORK OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
GUARANTOR HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH GUARANTOR HEREBY
IRREVOCABLY APPOINTS THE SECRETARY OF STATE OF THE STATE OF NEW YORK AS ITS
AGENT FOR SERVICE OF PROCESS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING AND
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, AT ITS ADDRESS
FOR NOTICES AS SET FORTH ON THE SIGNATURE PAGE HERETO AND TO THE SECRETARY OF
STATE OF THE STATE OF NEW YORK, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS
AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE COLLATERAL
AGENT TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH GUARANTOR IN ANY OTHER
JURISDICTION. ANY GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN
ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, EACH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF
ITS OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER TRANSACTION DOCUMENTS.
SECTION 10. WAIVER OF JURY TRIAL, ETC. EACH GUARANTOR HEREBY WAIVES ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING
ANY RIGHTS UNDER THIS GUARANTY OR THE OTHER TRANSACTION DOCUMENTS, OR UNDER ANY
AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR
WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR
ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS
GUARANTY OR THE OTHER TRANSACTION DOCUMENTS, AND AGREES THAT ANY SUCH ACTION,
PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
EACH GUARANTOR CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY BUYER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY BUYER WOULD NOT, IN
THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE
FOREGOING WAIVERS. EACH GUARANTOR HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE COLLATERAL AGENT ENTERING INTO THIS AGREEMENT.
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SECTION 11. Taxes.
(a) All payments made by any Guarantor hereunder or under any other
Transaction Document shall be made in accordance with the terms of the
Securities Purchase Agreement and shall be made without set-off, counterclaim,
deduction or other defense. All such payments shall be made free and clear of
and without deduction for any present or future taxes , levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding franchise taxes and taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, imposed on the net
income of the Collateral Agent by the jurisdiction in which such Buyer is
organized or where it has its principal lending office (all such nonexcluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities,
collectively or individually, "Taxes"). If any Guarantor shall be required to
deduct or to withhold any Taxes from or in respect of any amount payable
hereunder or under any other Transaction Document;
(i) the amount so payable shall be increased to the extent necessary
so that after making all required deductions and withholdings (including Taxes
on amounts payable to the Collateral Agent pursuant to this sentence) the
Collateral Agent receive an amount equal to the sum they would have received had
no such deduction or withholding been made,
(ii) such Guarantor shall make such deduction or withholding,
(iii) such Guarantor shall pay the full amount deducted or withheld
to the relevant taxation authority in accordance with applicable law, and
(iv) as promptly as possible thereafter, such Guarantor shall send
the Collateral Agent an official receipt (or, if an official receipt is not
available, such other documentation as shall be satisfactory to the Collateral
Agent, as the case may be) showing payment. In addition, but excluding taxes,
charges, levies imposts, deductions and withholdings excluded from the
definition of Taxes, such Guarantor agrees to pay any present or future taxes,
charges or similar levies which arise from any payment made hereunder or from
the execution, delivery, performance, recordation or filing of, or otherwise
with respect to, this Agreement or any other Transaction Document other than any
present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies that arise from any payment made hereunder or
from the execution, delivery or registration of, or otherwise with respect to,
this Agreement or any other Transaction Document (collectively, "OTHER TAXES").
(b) Each Guarantor hereby, jointly and severally, indemnifies and agrees
to hold the Collateral Agent harmless from and against Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section 11) paid by any Buyer and any
liability (including penalties, interest and expenses for nonpayment, late
payment or otherwise) arising therefrom or with respect thereto, whether or not
such Taxes or Other Taxes were correctly or legally asserted. This
indemnification shall be paid within 30 days from the date on which such Buyer
makes written demand therefor, which demand shall identify the nature and amount
of Taxes or Other Taxes.
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(c) If any Guarantor fails to perform any of its obligations under this
Section 11, such Guarantor shall, jointly and severally, indemnify the
Collateral Agent for any taxes, interest or penalties that may become payable as
a result of any such failure. The obligations of each Guarantor under this
Section 11 shall survive the termination of this Guaranty and the payment of the
Obligations and all other amounts payable hereunder.
SECTION 12. Miscellaneous.
(a) Each Guarantor will make each payment hereunder in lawful money of the
United States of America and in immediately available funds to the Collateral
Agent, at such address specified by such Buyer from time to time by notice to
the Guarantor.
(b) No amendment or waiver of any provision of this Guaranty and no
consent to any departure by any Guarantor therefrom shall in any event be
effective unless the same shall be in writing and signed by each Guarantor and
each Buyer, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
(c) No failure on the part of any Buyer to exercise, and no delay in
exercising, any right hereunder or under any other Transaction Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right hereunder or under any Transaction Document preclude any other or further
exercise thereof or the exercise of any other right. The rights and remedies of
the Collateral Agent provided herein and in the other Transaction Documents are
cumulative and are in addition to, and not exclusive of, any rights or remedies
provided by law. The rights of the Collateral Agent under any Transaction
Document against any party thereto are not conditional or contingent on any
attempt by the Collateral Agent to exercise any of their rights under any other
Transaction Document against such party or against any other Person.
(d) Any provision of this Guaranty that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or thereof or affecting the validity or enforceability of such provision
in any other jurisdiction.
(e) This Guaranty shall (i) be binding on each Guarantor and its
respective successors and assigns, and (ii) inure, together with all rights and
remedies of the Collateral Agent hereunder, to the benefit of the Collateral
Agent and their respective successors, transferees and assigns. Without limiting
the generality of clause (ii) of the immediately preceding sentence, any Buyer
may assign or otherwise transfer its rights and obligations under the Securities
Purchase Agreement or any other Transaction Document to any other Person, and
such other Person shall thereupon become vested with all of the benefits in
respect thereof granted to the Collateral Agent herein or otherwise. Each
Guarantor agrees that each participant shall be entitled to the benefits of
Section 11 with respect to its participation in any portion of the Notes as if
it was a Buyer. None of the rights or obligations of any Guarantor hereunder may
be assigned or otherwise transferred without the prior written consent of each
Buyer.
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(f) This Guaranty reflects the entire understanding of the transaction
contemplated hereby and shall not be contradicted or qualified by any other
agreement, oral or written, entered into before the date hereof.
(g) Section headings herein are included for convenience of reference only
and shall not constitute a part of this Agreement for any other purpose.
(H) THIS GUARANTY AND THE OTHER TRANSACTION DOCUMENTS (UNLESS EXPRESSLY
PROVIDED TO THE CONTRARY IN ANOTHER TRANSACTION DOCUMENT) SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES.
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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed
by an officer thereunto duly authorized, as of the date first above written.
GUARANTORS:
KRAFT ELEKTRONIKAI ZARTKORUEN MUKODO
RESZVENYTARSASAG
By:
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Name:
Title:
Address: H-112 Budapest
Koerberki ut 36
Registration No.: ▇▇-▇▇-▇▇▇▇▇▇
Telecopy:
Jurisdiction of Formation: Republic of
Hungary