Contract
EXECUTION
VERSION
This
Guaranty is subject to the terms of a Subordination and Intercreditor Agreement
(the “Intercreditor Agreement”) dated as of July 17, 2007 by and among BHC
Interim Funding II, L.P. (“BHC”), Xxxxx Fargo Bank, National Association (“Xxxxx
Fargo”), acting through its Xxxxx Fargo Business Credit operating division, the
Borrower and the Guarantors, which Intercreditor Agreement is incorporated
herein by reference. Notwithstanding any statement to the contrary in this
Guaranty, (i) no payment on account of principal, interest, fees or other
amounts shall become due or be paid except in accordance with the terms of
the
Intercreditor Agreement, and (ii) any security interest, lien, pledge or
encumbrance granted to BHC shall be subordinate to the security interest, lien,
pledge or encumbrance granted to Xxxxx Fargo and shall be enforceable only
in
accordance with the terms of the Intercreditor Agreement until such time when
the Senior Debt (as defined in the Intercreditor Agreement) has been paid in
full.
CONTINUING
UNCONDITIONAL GUARANTY
(Corporate
Guarantors)
WHEREAS,
Airgate International Corporation, a New York corporation, as borrower
(“Borrower”)
and
the Guarantors (as defined in the Loan Agreement), from time to time party
thereto are entering into that certain Loan and Security Agreement dated as
of
July 17, 2007 (as may be amended, restated, supplemented or otherwise
modified from time to time, the “Loan
Agreement”;
all
capitalized terms used herein shall have the same meanings ascribed to them
in
the Loan Agreement unless otherwise expressly stated) with BHC INTERIM FUNDING
II, L.P., a Delaware limited partnership (the “Lender”),
pursuant to which Lender is concurrently making a secured term loan to Borrower
(the “Term
Loan”);
and
WHEREAS,
Lender has required that each Guarantor, execute and deliver this Continuing
Unconditional Guaranty (this “Guaranty”)
to
Lender as a condition precedent to making the Term Loan to Borrower pursuant
to
the Loan Agreement; and
WHEREAS,
each Guarantor is an Affiliate of
Borrower and therefore such Guarantor will directly or indirectly receive
certain benefits from the credit accommodations hereinabove described and is
therefore willing to guaranty the prompt payment and performance of the
Obligations (as such term is hereinafter defined) of Borrower, on the terms
set
forth in this Guaranty.
NOW,
THEREFORE, for value received and in consideration of Lender’s execution of the
Loan Agreement and making of the Term Loan to Borrower, the undersigned
irrevocably, absolutely and unconditionally guarantees (i) the full and
prompt payment when due, whether at maturity or earlier, by reason of
acceleration or otherwise, and at all times thereafter, of all of the
indebtedness and obligations of every kind and nature of Borrower to Lender,
or
any parent, affiliate or subsidiary of Lender (the term “Lender” as used
hereafter shall include such parents, affiliates and subsidiaries), pursuant
to
the terms of the Loan Agreement and the other Loan Documents, and whether
principal, interest, fees, costs, expenses or otherwise (including, without
limitation, any interest, fees or reasonable expenses accruing following the
commencement of any insolvency, receivership, reorganization or bankruptcy
case
or proceeding relating to Borrower, whether or not a claim for post-petition
interest, fees or expenses is allowed in such case or proceeding), howsoever
created, arising or evidenced, whether direct or indirect, absolute or
contingent, joint or several, now or hereafter existing, or due or to become
due, and howsoever owned, held or acquired by Lender, whether through discount,
overdraft, purchase, direct loan or as collateral or otherwise; and
(ii) the prompt, full and faithful discharge by Borrower of each and every
term, condition, agreement, covenant, representation and warranty now or
hereafter made by Borrower to Lender under the Loan Agreement and the other
Loan
Documents (as such term is defined in the Loan Agreement) (all such indebtedness
and obligations being hereinafter referred to as the “Obligations”).
For
sake of clarity, the Obligations shall include all “Obligations” as defined in
the Loan Agreement. Each Guarantor further agrees to pay all reasonable
out-of-pocket costs and expenses, including, without limitation, all court
costs
and reasonable attorneys’ and paralegals’ fees paid or incurred by Lender in
collecting all or any part of the Obligations from, or in prosecuting or
defending any action against, any Guarantor or any other guarantor of all or
any
part of the Obligations. All amounts payable by any Guarantor under this
Guaranty shall be payable upon demand by Lender and shall be made in lawful
money of the United States, in immediately available funds.
SECTION
1. No
Fraudulent Conveyance.
Notwithstanding any provision of this Guaranty to the contrary, it is intended
that this Guaranty, and any liens and security interests granted by each
Guarantor to secure this Guaranty, do not constitute a “Fraudulent Conveyance”
(as defined below). Consequently, each Guarantor agrees that if this Guaranty,
or any liens and security interests securing this Guaranty, would, but for
the
application of this sentence, constitute a Fraudulent Conveyance, this Guaranty
and each such lien and security interest shall be valid and enforceable only
to
the maximum extent that would not cause this Guaranty or such lien and security
interest to constitute a Fraudulent Conveyance, and this Guaranty or the other
Loan Documents providing for such liens and security interests shall
automatically be deemed to have been amended accordingly at all relevant times.
For purposes hereof, “Fraudulent
Conveyance”
means
a
fraudulent conveyance under Section 548 of the Bankruptcy Code (as hereinafter
defined) or a fraudulent conveyance or fraudulent transfer under the provisions
of any applicable fraudulent conveyance or fraudulent transfer law or similar
law of any state, nation or other governmental unit, as in effect from time
to
time.
SECTION
2. Unconditional
Guaranty.
Each
Guarantor hereby agrees that, except as hereinafter provided, its obligations
under this Guaranty shall be irrevocable, absolute and unconditional,
irrespective of (i) the validity or enforceability of the Obligations or
any part thereof, or of any promissory note or other document evidencing all
or
any part of the Obligations, (ii) the absence of any attempt to collect
from Borrower or any other guarantor all or any part of the Obligations or
other
action to enforce the same, (iii) the waiver or consent by Lender with
respect to any provision of any instrument evidencing the Obligations, or any
part thereof, or any other agreement heretofore, now or hereafter executed
by
Borrower or any other guarantor, and delivered to Lender, (iv) failure by
Lender to take any steps to perfect and maintain its security interest in,
or to
preserve its rights, title or interest in and to, any security or collateral
for
the Obligations, (v) the existence or nonexistence of any defenses which
may be available to Borrower or any other guarantor with respect to all or
any
part of the Obligations, (vi) the institution of any proceeding under
Chapter 11 of Title 11 of the United States Code (11 U.S.C. § 101 et seq.),
as amended (the “Bankruptcy
Code”),
or
any similar proceeding, by or against Borrower or any other guarantor or
Lender’s election in any such proceeding of the application of Section
1111(b)(2) of the Bankruptcy Code, (vii) any borrowing or grant of a
security interest by Borrower, as debtor-in-possession, under Section 364 of
the
Bankruptcy Code (or use of cash collateral under Section 363
of the
Bankruptcy Code), (viii) the disallowance, under Section 502 of the
Bankruptcy Code, of all or any portion of Lender’s claim(s) for repayment of the
Obligations, or (ix) any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of any other
guarantor.
-2-
SECTION
3. Waiver.
Each
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of receivership or bankruptcy of Borrower
or
any other guarantor, protest or notice (except as provided elsewhere in the
Loan
Documents) with respect to the Obligations and all demands whatsoever, and
covenants that this Guaranty will not be discharged, except by the complete
and
indefeasible payment and satisfaction in full of all of the Obligations. Each
Guarantor further waives notice of (i) acceptance of this Guaranty,
(ii) the existence or incurring from time to time of any Obligations
guarantied hereunder, (iii) the existence of any Default or Event of
Default, demand of payment, nonpayment, or Lender taking any action, under
the
Loan Agreement or any other Loan Document, and (iv) default and demand
hereunder. Upon the occurrence and during the continuance of any Event of
Default (as defined in the Loan Agreement), Lender may, in its sole election
(regardless of whether the liability of Borrower or any other guarantor of
all
or any part of the Obligations has matured or may then be enforced), proceed
directly and at once, without notice, against any Guarantor to collect and
recover the full amount or any portion of the Obligations, without first
proceeding against Borrower, any other guarantor, or any other Person (as
defined in the Loan Agreement), firm or corporation, or against any security
or
collateral for the Obligations. Each Guarantor agrees that this Guaranty
constitutes a guarantee of payment when due and not of collection.
SECTION
4. Authorization.
Lender
is hereby authorized, without notice or demand and without affecting the
liability of any Guarantor hereunder, at any time and from time to time to
(i) renew, extend, accelerate or otherwise change the time for payment of,
or other terms relating to, the Obligations or otherwise modify, amend or change
the terms of any promissory note or other agreement, document or instrument
now
or hereafter executed by Borrower or any other guarantor and delivered to
Lender; (ii) accept partial payments on the Obligations; (iii) take
and hold security or collateral for the payment of the Obligations guaranteed
hereby, or for the payment of this Guaranty, or for the payment of any other
guaranties of the Obligations, and exchange, enforce, waive and release any
such
security or collateral; (iv) apply such security or collateral and direct
the order or manner of sale or other disposition thereof in its discretion
as it
may determine; and (v) settle, release, compromise, collect or otherwise
liquidate the Obligations and any security or collateral therefor in any manner,
without affecting or impairing the obligations of any Guarantor hereunder.
Lender shall have the exclusive right to determine the time and manner of
application of any payments or credits, whether received from Borrower or any
other source, and such determination shall be binding on each Guarantor. All
such payments and credits may be applied, reversed and reapplied, in whole
or in
part, to any of the Obligations as Lender shall determine in its discretion
without affecting the validity or enforceability of this Guaranty.
SECTION
5. Security
Interest.
To
secure the payment and performance of the Obligations and each Guarantor’s
obligations hereunder, each Guarantor grants to Lender a continuing perfected
lien on and security interest in all of such Guarantor’s right, title and
interest in and to the Collateral (as hereinafter described). The term
“Collateral” is and consists of all of the kinds and types of property described
in subsections (A) through (J) hereof, whether now owned or hereafter at any
time arising, acquired or created by such Guarantor and wherever located, and
includes all replacements, additions, accessions, substitutions, and repairs,
relating thereto or therefrom (all of the capitalized terms used in the
following subsections, unless otherwise defined herein, shall have the meanings
ascribed to such terms under the Uniform Commercial Code as in effect in the
State of New York, as applicable): (A) Accounts; (B) Deposit Accounts;
(C) Documents of Title; (D) Equipment; (E) General Intangibles;
(F) Inventory; (G) Investment Property; (H) Intellectual
Property; (I) property of each Guarantor of the type described in the
definition of the term “Other Collateral” contained in the Loan Agreement; and
(J) proceeds of all or any of the property described above, including,
without limitation, the proceeds of any insurance policies covering any of
the
above described property. Each Guarantor hereby authorizes Lender to record
without such Guarantor’s signature any and all financing statements deemed
necessary or appropriate by Lender to the perfection of its security interest
in
the Collateral. Each Guarantor agrees that Lender shall have the rights and
remedies of a secured party under the Uniform Commercial Code of the State
of
New York, as now existing or hereafter amended, with respect to all of the
aforesaid property, including, without limitation, thereof, the right to sell
or
otherwise dispose of any or all of such property and apply the proceeds of
such
sale to the payment of the Obligations. In addition, at any time during the
existence of an Event of Default, Lender may, in its discretion, without notice
to any Guarantor and regardless of the acceptance of any security or collateral
for the payment hereof, appropriate and apply toward the payment of the
Obligations (i) any indebtedness due from Lender to any Guarantor, and
(ii) any moneys, credits or other property belonging to any Guarantor, at
any time held by or coming into the possession of Lender whether for deposit
or
otherwise.
-3-
SECTION
6. Guarantors’
Responsibility.
Each
Guarantor hereby assumes responsibility for keeping itself informed of the
financial condition of Borrower and any and all endorsers and/or other
guarantors of any instrument or document evidencing all or any part of the
Obligations and of all other circumstances bearing upon the risk of nonpayment
of the Obligations or any part thereof, and each Guarantor hereby agrees that
Lender shall have no duty to advise any Guarantor of information known to Lender
regarding such condition or any such circumstances or to undertake any
investigation. If Lender, in its discretion, undertakes at any time or from
time
to time to provide any such information to any Guarantor, Lender shall be under
no obligation to update any such information or to provide any such information
to any Guarantor on any subsequent occasion. Each Guarantor further acknowledges
that such Guarantor has examined or had the opportunity to examine the Loan
Agreement and the other Loan Documents, and waives any defense which may exist
resulting from such Guarantor’s failure to receive or examine at any time the
Loan Agreement or the other Loan Documents.
SECTION
7. Consent.
Each
Guarantor consents and agrees that Lender shall be under no obligation to
marshal any assets in favor of or against such Guarantor or in payment of any
or
all of the Obligations. Each Guarantor further agrees that, to the extent that
Borrower, any Guarantor or any other Person makes a payment or payments to
Lender, or Lender receives any proceeds of Collateral (as defined in the Loan
Agreement), which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to Borrower, its estate, trustee, receiver or any other
Person, including, without limitation, such Guarantor, under any bankruptcy
law,
state or federal law, common law or equitable theory, then to the extent of
such
payment or repayment, the Obligations or the part thereof which has been paid,
reduced or satisfied by such amount, and such Guarantor’s obligations hereunder
with respect to such portion of the Obligations, shall be reinstated and
continued in full force and effect as of the date such initial payment,
reduction or satisfaction occurred.
-4-
SECTION
8. Transfer.
Lender
may sell or assign the Obligations or any part thereof, or grant participations
therein, and in any such event, each and every immediate or remote assignee
or
holder of, or participant in, all or any of the Obligations shall have the
right
to enforce this Guaranty, by suit or otherwise, for the benefit of such
assignee, holder or participant, as fully as if herein by name specifically
given such right, but Lender shall have an unimpaired right, prior and superior
to that of any such assignee, holder or participant, to enforce this Guaranty
for the benefit of Lender, as to any part of the Obligations retained by
Lender.
SECTION
9. Binding
on Assigns.
This
Guaranty shall be binding upon each Guarantor and upon the heirs, executors,
successors (including, without limitation, any receiver, trustee or
debtor-in-possession of or for such Guarantor) and assigns of such Guarantor,
and shall inure to the benefit of Lender and its successors in interest and
assigns; provided,
however,
that
Guarantor’s obligations hereunder may not be delegated or assigned without
Lender’s prior written consent.
SECTION
10. Representations
and Warranties.
Each
Guarantor represents and warrants (which representations and warranties shall
survive the execution and delivery hereof) to Lender that:
(a) Guarantor
has the full power, authority and legal capacity to execute, deliver and perform
this Guaranty and the transactions contemplated hereby;
(b) No
consent of any person (including, without limitation, creditors of Guarantor),
which has not been obtained as of the date hereof, and no consent, permit,
approval or authorization of, exemption by, notice or report to, or
registration, filing or declaration with, any governmental authority is required
in connection with the execution, delivery, performance, validity or
enforceability of this Guaranty and the transactions contemplated
hereby;
(c) This
Guaranty has been duly executed and delivered on behalf of Guarantor, and
constitutes the legal, valid and binding obligation of Guarantor, enforceable
in
accordance with its terms, except as the enforceability thereof may be limited
by applicable bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors’ rights generally;
(d) The
execution, delivery and performance of this Guaranty will not violate any
applicable law, organizational document of Guarantor, or material agreement
by
which Guarantor or its properties or assets are bound; and
(e) It
is in
Guarantor’s direct interest to assist Borrower in procuring credit because
Guarantor has a direct or indirect investment in or business relationship with
Borrower.
-5-
SECTION
11. Continuation.
This
Guaranty shall continue in full force and effect (and may not be revoked or
terminated), and Lender shall be entitled to make the Term Loan and extend
other
financial accommodations to Borrower on the faith hereof until such time as
Lender has, in writing, notified Guarantors that all of the Obligations have
been indefeasibly paid and satisfied in full and the Loan Agreement has been
terminated.
SECTION
12. Subrogation.
Any and
all rights of any nature of each Guarantor to subrogation, contribution,
reimbursement or indemnity and any right of such Guarantor to recourse to any
assets or property of, or payment from, Borrower or any other guarantor of
all
or any part of the Obligations as a result of any payments made or to be made
hereunder for any reason are hereby unconditionally waived, and such Guarantor
shall not at any time exercise any of such rights unless and until all of the
Obligations have been indefeasibly paid and satisfied in full. Any payments
received by any Guarantor in violation of this Section
12
shall be
held in trust for and immediately remitted to Lender.
SECTION
13. Subordination.
The
payment of any and all of the indebtedness, liabilities and obligations of
Borrower to Guarantors of every kind or nature, whether joint or several, due
or
to become due, absolute or contingent, now existing or hereafter arising, and
whether principal, interest, fees, costs, expenses or otherwise (collectively,
the “Subordinated
Debt”),
is
expressly subordinated to the Obligations. So long as any Obligations remain
outstanding and the Loan Agreement has not been terminated, no payment of any
kind (by voluntary payment, prepayment, acceleration, setoff or otherwise)
of
any portion of the Subordinated Debt may be made by Borrower or received or
accepted by any Guarantor at any time. Until such time as the Obligations have
been indefeasibly paid and satisfied in full and the Loan Agreement has been
terminated, each Guarantor will not (i) obtain any Lien on any property of
Borrower to secure the Subordinated Debt, or (ii) make demand for payment
of all or any part of the Subordinated Debt or commence any lawsuit, action
or
proceeding of any kind against Borrower to recover all or any part of the
Subordinated Debt. Any payments received by any Guarantor in violation of this
Section 13
shall be
held in trust for and immediately remitted to Lender.
SECTION
14. GOVERNING
LAW.
THIS
GUARANTY SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF
LAWS PRINCIPLES.
SECTION
15. CONSENT
TO JURISDICTION; SERVICE OF PROCESS.
EACH
GUARANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND IRREVOCABLY AGREES
THAT, SUBJECT TO LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS GUARANTY SHALL BE LITIGATED IN SUCH COURTS. EACH GUARANTOR
ACCEPTS FOR ITSELF, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY
IN CONNECTION WITH THIS GUARANTY. EACH GUARANTOR HEREBY WAIVES PERSONAL SERVICE
OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE
UPON SUCH GUARANTOR BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
DIRECTED TO SUCH GUARANTOR, AT SUCH GUARANTOR’S ADDRESS SET FORTH ON THE
SIGNATURE PAGE HEREOF OR AS MOST RECENTLY NOTIFIED BY SUCH GUARANTOR IN WRITING,
AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN
POSTED AS AFORESAID.
-6-
SECTION
16. JURY
TRIAL WAIVER.
EACH
GUARANTOR AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. EACH
GUARANTOR AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT
TO
ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER
IN ENTERING INTO THIS GUARANTY AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER
IN THEIR RELATED FUTURE DEALINGS. EACH GUARANTOR AND LENDER FURTHER WARRANT
AND
REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.
SECTION
17. Entire
Agreement; Severability.
This
Guaranty represents the entire understanding and agreement between each
Guarantor, on the one hand, and Lender, on the other hand, with respect to
the
subject matter contained herein, and there are no other existing agreements
or
understandings, whether oral or written, between or among such parties as to
such subject matter. Wherever possible, each provision of this Guaranty shall
be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Guaranty shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Guaranty.
SECTION
18. Cumulative
Remedies; Amendments.
All
rights and remedies hereunder and under the Loan Agreement and the other Loan
Documents are cumulative and not alternative, and Lender may proceed in any
order from time to time against Borrower, each Guarantor or any other guarantor
of all or any part of the Obligations and their respective assets. Lender shall
not have any obligation to proceed at any time or in any manner against, or
exhaust any or all of Lender’s rights against, Borrower or any other guarantor
of all or any part of the Obligations prior to proceeding against any Guarantor
hereunder. No failure or delay on the part of Lender in the exercise of any
power, right or privilege shall impair such power, right or privilege or be
construed to be a waiver of any Default or acquiescence therein, nor shall
any
single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privilege. No
amendment, modification or waiver of any provision of this Guaranty, or consent
to any departure by any Guarantor therefrom, shall be effective unless the
same
shall be in writing and signed by Lender and each Guarantor. Each amendment,
modification or waiver shall be effective only in the specific instance and
for
the specific purpose for which the same was consented to by Lender.
[Remainder
of Page Intentionally Left Blank]
-7-
IN
WITNESS WHEREOF, this Guaranty has been duly executed by the undersigned as
of
July ___, 2007.
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BORROWER:
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AIRGATE
INTERNATIONAL CORPORATION
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By:
/s/Xxxxx
Xxxxxx
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Name:
Xxxxx
Xxxxxx
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Title:
Vice
President
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GUARANTORS:
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PACIFIC
CMA, INC.
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By:
/s/Xxxxx
Xxxxxx
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Name:
Xxxxx
Xxxxxx
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Title:
Vice
President
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AIRGATE
INTERNATIONAL CORPORATION (Chicago)
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By:
/s/Xxxxx
Xxxxxx
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Name:
Xxxxx
Xxxxxx
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Title:
Vice
President
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PACIFIC
CMA INTERNATIONAL, LLC
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By:
/s/Xxxx
Xxxx
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Name:
Xxxx
Xxxx
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Title:
Agent
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PARADIGM
INTERNATIONAL, INC.
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By:
/s/Xxxxx
Xxxxxx
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Name:
Xxxxx
Xxxxxx
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Title:
Vice
President
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Signature
Page to
Guaranty(Guarantors)
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Accepted:
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BHC
Interim Funding II, L.P.
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By:
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BHC
Interim Funding Management, L.L.C.,
its
General Partner
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By:
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BHC
Investors II, L.L.C., its Managing Member
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By:
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GHH
Holdings, L.L.C.
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/s/Xxxxxx
Xxxxxxxx
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By:
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Name:
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Xxxxxx
X. Xxxxxxxx
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Title:
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Managing
Member
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Signature
Page to Guaranty
(Guarantors)
HONG
KONG, SAR: ss.:
On
the
___ day of July in the year 2007 before me, the undersigned, personally appeared
Xxxxxx Xxx, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed
to the
within instrument and acknowledged to me that he executed the same in his
capacity as ______________________ Guarantor (as defined in the within
instrument), and that by his signature on the instrument, the individual, or
the
person upon behalf of which the individual acted, executed the
instrument.
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Notary
Public
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HONG
KONG, SAR: ss.:
On
the
___ day of July in the year 2007 before me, the undersigned, personally appeared
Xxxxxx Xxx, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed
to the
within instrument and acknowledged to me that he executed the same in his
capacity as ______________________ Guarantor (as defined in the within
instrument), and that by his signature on the instrument, the individual, or
the
person upon behalf of which the individual acted, executed the
instrument.
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Notary
Public
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HONG
KONG, SAR: ss.:
On
the
___ day of July in the year 2007 before me, the undersigned, personally appeared
Xxxxxx Xxx, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed
to the
within instrument and acknowledged to me that he executed the same in his
capacity as ______________________ Guarantor (as defined in the within
instrument), and that by his signature on the instrument, the individual, or
the
person upon behalf of which the individual acted, executed the
instrument.
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Notary
Public
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