Exhibit 99.7
GUARANTY AGREEMENT
Compost-Miami Guaranty Pursuant to CCF Agreement
October 30, 1998
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THIS GUARANTY AGREEMENT ("Guaranty") is made, executed and consummated
effectively this 30th day of October, 1998 ("Effective Date"), by COMPOST
AMERICA HOLDING COMPANY, INC. ("Compost") and MIAMI RECYCLING AND COMPOSTING
CO., INC. ("Miami"), and is hereby delivered by Compost and Miami, on the
Effective Date, to and for the benefit of LIONHART GLOBAL APPRECIATION FUND,
LTD. ("Lionhart"), LIONHART INVESTMENTS, LTD. ("LHI") and GLOBAL EARTHFUND
PARTNERS, L.L.C. ("GEP") (Lionhart, LHI and GEP, for purposes of this Guaranty,
are sometimes referred to collectively in this Guaranty as the "Lender(s)").
Recitals:
1. Compost is a New Jersey corporation. The principal office of Compost
is located at 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000.
2. Miami is a Delaware corporation. The principal office of Miami is
located at 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000. Bedminster Seacor
Services Miami Corporation ("Bedminster") is a Florida corporation. The
principal office of Bedminster is located at 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx
Xxxxxx 00000. Compost is the direct parent of Miami, owns and controls 80.1% of
all issued and outstanding capital stock of Miami, and controls Miami. Miami is
the direct parent of Bedminster, Bedminster is a direct wholly-owned subsidiary
of Miami, and Compost controls Bedminster (which is an indirect controlled
subsidiary of Compost).
3. Lionhart is a British Virgin Islands international business company.
The principal office of Lionhart, in the British Virgin Islands, is located at
c/o Citco B.V.I. Limited, Post Office Box 662, Road Town, Tortola, British
Virgin Islands.
4. LHI is a United Kingdom limited liability company. The principal
office of LHI, in the United Kingdom, is located at 00 Xxxx Xxxx, Xxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxx XX00 4 RH, England.
5. GEP is an Indiana limited liability company. The principal office of
GEP in the United States is c/o Xxxx Xxxxxx Drics, Esq., 000 Xxxxxxxx Xxxxxx,
Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000.
6. On and effective as of October 30, 1998, Compost, Miami, Bedminster,
Lionhart, LHI and GEP entered into, executed, consummated and delivered an
agreement, entitled "Credit, Capitalization and Financing Agreement" ("CCF
Agreement"), which is hereby incorporated by reference. Except as otherwise
defined separately in this Guaranty, and/or except as otherwise indicated by the
context in this Guaranty, any terms that are capitalized in this Guaranty shall
have the same definition and meaning as is ascribed to such terms in the CCF
Agreement (and/or in any Credit Document(s) or Supplemental Definitive
Document(s) (as those terms are defined under the CCF Agreement)). This Guaranty
is the same instrument, agreement and document that is referred to, and as is
otherwise defined as, the Compost-Miami Guaranty, under and pursuant to Section
1.29 of the CCF Agreement the CCF Agreement.
7. Pursuant to the terms and subject to the conditions set forth in the
CCF Agreement, the Credit Documents and the Definitive Supplemental Documents,
Compost, Miami and/or Bedminster have the affirmative duty and obligation, inter
alia, to and for the benefit of Lionhart, LHI and/or GEP, 1) to pay and
discharge timely punctually, completely and fully certain Indebtedness (as that
term is defined under Section 18.01.01 of the CCF Agreement) and 2) to perform
and discharge timely, punctually, completely and fully certain Obligations (as
that term is defined under Section 18.01.02 of the CCF Agreement). For purposes
of this Guaranty, the terms "Indebtedness" and "Obligations" shall have the same
meanings and definitions as ascribed respectively to such terms under Section
18.01.01 and Section 18.01.02 of the CCF Agreement.
8. Compost and Miami, 1) for and in consideration of (i) the delivery
by Lionhart, LHI and GEP to Compost, Miami and Bedminster of the Credit (as
defined under Section 2.1 of the CCF Agreement) and (ii) the execution, delivery
or consummation of the agreements, promises, covenants and other undertakings by
Lionhart, LHI and/or GEP as otherwise provided under the CCF Agreement, the
Credit Documents and/or the Supplemental Definitive Documents ("Consideration"),
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and 2) as an inducement to Lionhart, LHI and GEP to enter into, agree, execute
and deliver, and otherwise consummate the transactions contemplated under, the
CCF Agreement, the Credit Documents and the Supplemental Definitive Documents,
and, 3) to additionally secure (to and for the benefit of Lionhart, LHI and GEP)
the timely and complete payment of the Indebtedness and the performance and
discharge of the Obligations, by and on the part of Compost, Miami and
Bedminster, under and pursuant the CCF Agreement, the Credit Documents and/or
the Definitive Supplemental Documents, Compost, Miami and Bedminster have agreed
to procure, and to execute or deliver (at the Term Loan Closing on the Closing
Date), or cause to be executed and delivered (on the Term Loan Closing on the
Closing Date), to and for the benefit of Lionhart, LHI and GEP, this Guaranty,
without the delivery of which Lionhart, LHI and/or GEP would not exchange,
execute or otherwise deliver the Consideration (including the Credit) to or for
the benefit of Compost, Miami and/or Bedminster.
NOW, THEREFORE, for good and valuable consideration, the receipt and
legal adequacy of which are hereby acknowledged, and as part of the
consideration of Compost and Miami for the Consideration of Lionhart, LHI and
GEP, as otherwise provided under the CCF Agreement, the Credit Documents and the
Definitive Supplemental Documents, Compost and Miami hereby promise, covenant,
and represent and warrant to Lionhart, LHI and GEP, and hereby agree with
Lionhart, LHI and GEP, as follows:
Guaranty:
Section 1. Compost Guaranty. Compost, on an absolute, unconditional and
continuing basis, hereby guarantees to Lionhart, LHI and GEP, and their
respective successors and assigns, and participants and guarantors, that:
1.01. Indebtedness. Miami and Bedminster shall timely, punctually,
fully and completely pay and discharge all Indebtedness (whether any
such Indebtedness is direct, indirect, fixed, contingent, liquidated,
unliquidated, joint, several, joint and several, now existing or
hereafter arising), for which Miami and/or Bedminster have any duty,
obligation, responsibility, liability or other undertaking (either
directly or indirectly, individually, independently, jointly, or
jointly and severally), to pay and discharge, under and pursuant to the
CCF Agreement, the Credit Documents and/or the Definitive Supplemental
Documents, including, without limitation, 1) all Indebtedness and other
amounts due and owing or that become due and owing under and pursuant
to the Mortgage and the Mortgage Note, 2) all costs, reasonable
attorneys' fees and other expenses paid or incurred by Lionhart, LHI
and/or GEP to enforce the terms of or collect any sums under this
Guaranty and/or the CCF Agreement, the Credit Documents (including,
without limitation the Mortgage and the Mortgage Note) and/or the
Definitive Supplemental Documents, and/or 3) all renewals and
extensions thereof.
1.02. Obligations. Miami and Bedminster shall timely, punctually,
fully and completely perform and discharge all Obligations (whether any
such Obligation is direct, indirect, fixed, contingent, liquidated,
unliquidated, joint, several, joint and several, now existing or
hereafter arising), for which Miami and/or Bedminster have any duty,
obligation, responsibility, liability or other undertaking (either
directly or indirectly, individually, independently, jointly, or
jointly and severally), to perform and discharge, under and pursuant to
the CCF Agreement, the Credit Documents and/or the Definitive
Supplemental Documents, including, without limitation, 1) all
Obligations due and owing or that become due and owing under and
pursuant to the Mortgage and the Mortgage Note, 2) all costs,
reasonable attorneys' fees and other expenses paid or incurred by
Lionhart, LHI and/or GEP to enforce the terms of or collect any sums
under this Guaranty and/or the CCF Agreement, the Credit Documents
(including, without limitation the Mortgage and the Mortgage Note)
and/or the Definitive Supplemental Documents, and/or 3) all renewals
and extensions thereof.
1.03. Warranties and Representations. All representations and
warranties by, or on the part of Miami and/or Bedminster, and all
statements set forth or otherwise disclosed, under and pursuant to the
CCF Agreement, the Credit Documents and/or the Definitive Supplemental
Documents, and/or in any Disclosure Documents, the Disclosure
Documents, the Compost Disclosures, the Financial Statements, the
Interim Financial Statements, the Miami Balance Sheet, the Bedminster
Balance Sheet, the Miami Project Disclosures, Appendix I, II and III of
the CCF Agreement, and all exhibits, attachments or accompanying
documents, instruments or schedules of or to the CCF Agreement, the
Credit Documents and/or the Definitive Supplemental Documents, are
correct, accurate and complete, and do not contain any untrue statement
of material fact or omit to state a material fact necessary to make any
such statements not misleading.
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Section 2. Miami Guaranty. Miami, on an absolute, unconditional and
continuing basis, hereby guarantees to Lionhart, LHI and GEP, and their
respective successors and assigns, and participants and guarantors, that:
2.01. Indebtedness. Compost and Bedminster shall timely,
punctually, fully and completely pay and discharge all Indebtedness
(whether any such Indebtedness is direct, indirect, fixed, contingent,
liquidated, unliquidated, joint, several, joint and several, now
existing or hereafter arising), for which Compost and/or Bedminster
have any duty, obligation, responsibility, liability or other
undertaking (either directly or indirectly, individually,
independently, jointly, or jointly and severally), to pay and
discharge, under and pursuant to the CCF Agreement, the Credit
Documents and/or the Definitive Supplemental Documents, including,
without limitation, 1) all Indebtedness and other amounts due and owing
or that become due and owing under and pursuant to the Mortgage and the
Mortgage Note, 2) all costs, reasonable attorneys' fees and other
expenses paid or incurred by Lionhart, LHI and/or GEP to enforce the
terms of or collect any sums under this Guaranty and/or the CCF
Agreement, the Credit Documents (including, without limitation the
Mortgage and the Mortgage Note) and/or the Definitive Supplemental
Documents, and/or 3) all renewals and extensions thereof.
2.02. Obligations. Compost and Bedminster shall timely,
punctually, fully and completely perform and discharge all Obligations
(whether any such Obligation is direct, indirect, fixed, contingent,
liquidated, unliquidated, joint, several, joint and several, now
existing or hereafter arising), for which Compost and/or Bedminster
have any duty, obligation, responsibility, liability or other
undertaking (either directly or indirectly, individually,
independently, jointly, or jointly and severally), to perform and
discharge, under and pursuant to the CCF Agreement, the Credit
Documents and/or the Definitive Supplemental Documents, including,
without limitation, 1) all Obligations due and owing or that become due
and owing under and pursuant to the Mortgage and the Mortgage Note, 2)
all costs, reasonable attorneys' fees and other expenses paid or
incurred by Lionhart, LHI and/or GEP to enforce the terms of or collect
any sums under this Guaranty and/or the CCF Agreement, the Credit
Documents (including, without limitation the Mortgage and the Mortgage
Note) and/or the Definitive Supplemental Documents, and/or 3) all
renewals and extensions thereof.
2.03. Warranties and Representations. All representations and
warranties by, or on the part of Compost and/or Bedminster, and all
statements set forth or otherwise disclosed, under and pursuant to the
CCF Agreement, the Credit Documents and/or the Definitive Supplemental
Documents, and/or in any Disclosure Documents, the Disclosure
Documents, the Compost Disclosures, the Financial Statements, the
Interim Financial Statements, the Miami Balance Sheet, the Bedminster
Balance Sheet, the Miami Project Disclosures, Appendix I, II and III of
the CCF Agreement, and all exhibits, attachments or accompanying
documents, instruments or schedules of or to the CCF Agreement, the
Credit Documents and/or the Definitive Supplemental Documents, are
correct, accurate and complete, and do not contain any untrue statement
of material fact or omit to state a material fact necessary to make any
such statements not misleading.
Section 3. Defaults, Demands and Discharges. Compost and Miami, in
conjunction respectively with Section 1 and Section 2 of this Guaranty, hereby
agree, promise and covenant respectively, as follows:
3.01. Default-Definition. An "Event of Default," under this
Guaranty, is and shall be defined as, and shall mean and include, any
"Event of Default" as that term is defined under Section 18.02 (and as
otherwise qualified under Section 18.02.02) of the CCF Agreement,
including any such "Event of Default," with respect to any such
Indebtedness or Obligations, that relate to or arise from any of the
Credit Documents and/or Definitive Supplemental Documents.
3.02. Compost. Compost absolutely, unconditionally and
continuously agrees, promises and covenants that, (i) in the event that
Miami and/or Bedminster engage, by act or omission, in any Event of
Default, with respect to any such Indebtedness or Obligations, in whole
or in part, for any reason, either when any such Indebtedness is or
becomes due and owing, or when any such Obligation is or becomes due or
required to be performed, either by its terms or as a result of the
exercise of any right, power or authority to accelerate, or (ii) upon
the occurrence of any other Event of Default, by or on the part of, or
that is attributable or imputable (under the CCF Agreement, the Credit
Documents and/or the Definitive Supplemental Documents) to Miami and/or
Bedminster, Compost, upon demand (by Lionhart,
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LHI and/or GEP, or their respective successors and assigns) and without
further notice of dishonor and without any notice with respect to any
matter or occurrence having been given to Compost (and/or Miami and/or
Bedminster) previous to any such demand, shall immediately pay and
discharge completely and fully any and all such Indebtedness and shall
immediately perform and discharge completely and fully any and all such
Obligations.
3.03. Miami. Miami absolutely, unconditionally and continuously
agrees, promises and covenants that, (i) in the event that Compost
and/or Bedminster engage, by act or omission, in any Event of Default,
with respect to any such Indebtedness or Obligations, in whole or in
part, for any reason, either when any such Indebtedness is or becomes
due and owing or when any such Obligation is or becomes due or required
to be performed, either by its terms or as a result of the exercise of
any right, power or authority to accelerate, or (ii) upon the
occurrence of any other Event of Default, by or on the part of, or that
is attributable or imputable (under the CCF Agreement, the Credit
Documents and/or the Definitive Supplemental Documents) to Compost
and/or Bedminster, Miami, upon demand (by Lionhart, LHI and/or GEP, or
their respective successors and assigns) and without further notice of
dishonor and without any notice with respect to any matter or
occurrence having been given to Miami (and/or Compost and/or
Bedminster) previous to any such demand, shall immediately pay and
discharge completely and fully any and all such Indebtedness and shall
immediately perform and discharge completely and fully any and all such
Obligations.
Section 4. Collateral Agreements. The CCF Agreement, all Credit
Documents (including, without limitation, the Mortgage, the Mortgage Note, the
Compost Stock Pledge Agreement (Compost Common Stock), the Compost Stock Pledge
Agreement (Miami Common Stock), the Compost Stock Pledge Agreement (Bedminster
Common Stock) and the Security Agreement)) and all Definitive Supplemental
Documents, are hereby incorporated by reference, and are made a part of this
Guaranty with the same force and effect as though set forth completely in the
terms of this Guaranty.
Section 5. Consents, Defenses and Miscellaneous. Compost and Miami
(sometimes collectively referred to hereinafter in this Guaranty as the
("Guarantor(s)"), each hereby consents, and hereby promises, covenants and
agrees, that:
5.1. Permissive Modification. The Indebtedness and/or the
Obligations, or any respective part thereof, and the terms, provisions,
covenants, conditions, promises, agreements, debts, liabilities, duties
and responsibilities, and all other undertakings under the CCF
Agreement, the Credit Documents and/or the Definitive Supplemental
Documents, 1) may be changed, altered, amended, supplemented or
otherwise modified from time to time (pursuant to the terms and subject
to the conditions of and as set forth in the CCF Agreement, any or all
of the Credit Documents and/or any or all of the Definitive
Supplemental Documents) and/or 2) may be altered, amended,
supplemented, modified, or waived, postponed or released from time to
time by (or for) Compost, Miami and/or Bedminster with the advance and
prior written approval and consent of Lionhart, LHI and/or GEP
(pursuant to the terms and subject to the conditions of and as are set
forth in the CCF Agreement, any or all of the Credit Documents and/or
any or all of the Definitive Supplemental Documents, or otherwise);
and,
5.2. No Effect on Guaranty. This Guaranty, without any further or
later consent or approval by Compost and/or Miami, shall remain in full
force and effect, pursuant to all terms and provisions hereof, and the
Guarantors shall not be released of or from any duty, obligation or
undertaking under this Guaranty whatsoever, notwithstanding any such
alteration, amendment, supplement, modification, waiver, postponement
or release, as otherwise contemplated under Section 5.1 of this
Guaranty.
5.3. Miscellaneous. The duties and obligations of each of the
Guarantors, under this Guaranty, are continuing, absolute and
unconditional, irrespective of any circumstances whatsoever which might
otherwise constitute a legal or equitable discharge or defense of a
guarantor or surety. Without limiting the generality of the foregoing,
the duties and obligations of each of the Guarantors hereunder shall
remain in full force and effect without regard to, and shall not be
released, discharged or in any way affected by, 1) any amendment,
modification or supplement to the Mortgage Note, the Mortgage, the CCF
Agreement, the Credit Documents or the Definitive Supplemental
Documents, 2) any exercise or nonexercise of or delay in exercising any
right, remedy, power or privilege under or in respect of this Guaranty,
the CCF Agreement, the Credit Documents and/or the Definitive
Supplemental Documents (even if any such right, remedy, power or
privilege shall be lost thereby), or any waiver, consent, indulgence or
other action or inaction in respect thereof; 3) any bankruptcy,
insolvency, arrangement, composition, assignment for the benefit of
creditors or similar proceeding commenced by or against Compost, Miami
and/or Bedminster; 4) any failure to perfect
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or continue perfection of, or any release or waiver of, any rights
given in any property as security for the payment of any Indebtedness
or the performance of any Obligations under the CCF Agreement, the
Credit Documents and/or the Definitive Supplemental Documents; 5) any
extension of time for payment of any Indebtedness or the performance of
any Obligations under the CCF Agreement, the Credit Documents and/or
the Definitive Supplemental Documents; 6) the genuiness, validity or
enforceability of any of the Credit Documents (including, without
limitation, the Mortgage, the Mortgage Note, the Compost Stock Pledge
Agreement (Compost Common Stock), the Compost Stock Pledge Agreement
(Miami Common Stock), the Compost Stock Pledge Agreement (Bedminster
Common Stock) and/or the Security Agreement); 7) any defense that may
arise by reason of the failure of any trustee to file or enforce a
claim against the estate of Compost, Miami and/or Bedminster in any
bankruptcy or any other proceeding; 8) any voluntary or involuntary
liquidation, dissolution, sale of all or substantially all of the
Properties or assets of Compost, Miami and/or Bedminster, or any
marshaling of assets and liabilities, or other similar proceeding
affecting Compost, Miami and/or Bedminster, or any of their respective
assets; 9) the release of Compost, Miami and/or Bedminster from
performance or observance of any of the agreements, promises,
covenants, terms, conditions or other undertakings as set forth in the
CCF Agreement, the Credit Documents and/or the Definitive Supplemental
Documents, or by operation of law; 10) the failure of any Person to
keep the Guarantors advised of the financial condition of Compost,
Miami and/or Bedminster, regardless of the existence of any duty to do
so; 11) any sale or other transfer of the Miami Project and/or the
Miami Site or any other material assets of Compost, Miami and/or
Bedminster, or any foreclosure thereof by any Person; or, 12) any other
circumstances that might otherwise constitute a legal or equitable
discharge of a guarantor or surety. Without limiting any rights or the
terms or provisions of this Section 5.3, Lionhart, LHI and GEP, without
authorization from or notice to the Guarantors, and without impairing
or affecting the liability of the Guarantors hereunder, may from time
to time and at their respective discretion, and with or without
valuable consideration, 1) take and surrender security, exchange
collateral or security by way of substitution, or in any way they deem
necessary take, accept, withdraw, subordinate, alter, amend, modify or
eliminate collateral, 2) add or release or discharge endorsers,
guarantors, sureties, co-debtors or other obligors (including, without
limitation, Miami, Compost and/or Bedminster), or 3) settle or
compromise with Compost, Miami and/or Bedminster and/or any other
Person liable on any of the Indebtedness or any of the Obligations, on
such terms as they may determine in their respective sole discretion.
5.4. The Guarantors shall not be entitled to any set-off, claim,
reduction or diminution of any Indebtedness or Obligation, or any
defense of any kind or nature to which Compost, Miami and/or Bedminster
now has or hereafter may have against Lionhart, LHI and/or GEP, with
respect to the payment of their Indebtedness and the performance of
their Obligations under this Guaranty.
Section 6. No Duty to Safeguard Collateral. The Guarantors hereby
agree, promise and covenant that Lionhart, LHI and GEP (subject to their
respective duties to act in a commercially reasonable manner and to deal fairly,
as and to the extent required under applicable law) are not required to retain,
hold, protect, exercise due care with respect thereto, or perfect security
interests in or otherwise assure or safeguard any collateral or security that is
pledged by or the part of the Guarantors (and/or of Compost, Miami and/or
Bedminster) as collateral or security for the payment of the Indebtedness and/or
the performance of the Obligations. No exercise or nonexercise by Lionhart, LHI
and/or GEP of any of their respective rights or remedies shall in way affect any
duties or obligations of the Guarantors under this Guaranty, or any security
furnished or pledged by any Guarantor (and/or Compost, Miami and/or Bedminster)
to secure the payment of the Indebtedness or the performance of the Obligations,
or otherwise give the Guarantors any recourse whatsoever against Lionhart, LHI
and/or GEP.
Section 7. Lawsuits, Cumulative Remedies and No Waiver. The Guarantors,
jointly and severally, hereby agree, promise and covenant, and hereby represent
and warrant, as follows:
7.1. Lawsuit Sequence. The Guarantors each waives any and all
legal requirements that Lionhart, LHI and/or GEP, and/or their
respective successors and assigns, shall or must commence or institute
any action, lawsuit or proceedings (at law or in equity) against
Compost, Miami and/or Bedminster, or any other Person, with respect to
the CCF Agreement, the Credit Documents and/or the Definitive
Supplemental Documents, or any part thereof, or with respect to any
security or collateral pledged to or held by Lionhart, LHI and/or GEP
under the CCF Agreement, the Credit Documents and/or the Definitive
Supplemental Documents, as a condition precedent to commencing or
instituting any action, lawsuit or other proceeding against the
Guarantor(s) under or pursuant to this Guaranty. Lionhart, LHI and/or
GEP shall have the right, in their respective sole and exclusive
discretion, upon any Event of
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Default as otherwise provided under this Guaranty, to immediately (or
at any time thereafter) commence and otherwise institute any such
action, lawsuit or proceedings (at law or in equity) against the
Guarantors (or any Guarantor), notwithstanding whether or not any such
action, lawsuit or other such proceeding is also commenced against
Compost, Miami and/or Bedminster.
7.2. Cumulative Remedies. All remedies, that are otherwise
available to Lionhart, LHI and/or GEP (and their respective successors
and assigns) under the CCF Agreement, this Guaranty, the Credit
Documents and/or the Definitive Supplemental Documents, or under
applicable law, or by reason of this Guaranty, are separate and
cumulative remedies, and no one of such remedies, whether or not
exercised by Lionhart, LHI and/or GEP, or their respective successors
and assigns, shall be deemed to be an exclusion of any one of the other
remedies available to Lionhart, LHI and/or GEP, or their respective
successors and assigns, and shall in no way limit or prejudice any
other legal or equitable remedies that Lionhart, LHI and/or GEP, or
their successors and assigns, or participants, may have, either under
this Guaranty, or under the CCF Agreement, the Credit Documents and/or
the Definitive Supplemental Documents, or otherwise.
7.3. No Exhaustion. The rights of Lionhart, LHI and GEP, under
this Guaranty, are cumulative, and shall not be exhausted by their
respective exercise of any of their respective rights under this
Guaranty or otherwise against the Guarantors, or by any number of
successive actions until and unless each and all of the Indebtedness
and Obligations have been punctually, timely, completely and fully
paid, performed, satisfied and discharged.
7.4. No Waiver. No failure or delay (or any forbearance or other
accomodation) on the part of the Lionhart, LHI and/or GEP (or any of
their respective successors and assigns), or in exercising any right,
power, or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right, power, or remedy
preclude any other or further exercise thereof or the exercise of any
other right, power, or remedy hereunder. Any waiver by Lionhart, LHI
and/or GEP(or any successor or assign), of a default or breach of any
provision of this Guaranty (and/or of any breach or default under the
CCF Agreement, the Credit Documents and/or the Definitive Supplemental
Documents) shall not operate as or be construed to be a waiver of any
other default or breach of that provision or of any default or breach
of any other provision of this Guaranty (and/or of CCF Agreement, the
Credit Documents and/or the Definitive Supplemental Documents). The
failure of Lionhart, LHI and/or GEP (or any successor or assign) to
insist upon strict adherence to any terms of this Guaranty (and/or of
the CCF Agreement, the Credit Documents and/or the Definitive
Supplemental Documents) on one or more occasions will not be considered
a waiver or deprive Lionhart, LHI and/or GEP (or any successor or
assign) of the right thereafter to insist upon strict adherence to that
term or any other term of this Guaranty (and/or of the CCF Agreement,
the Credit Documents and/or the Definitive Supplemental Documents).
7.5. Miscellaneous. Lionhart, LHI and GEP shall not be required to
pursue any other remedies before invoking the bargain and benefits of
this Guaranty, and specifically Lionhart, LHI and GEP shall not be
required to exhaust their respective remedies against the Guarantors,
or Compost, Miami or Bedminster, or any other co-debtors, or any surety
or other guarantor, or to proceed against any security now or hereafter
existing for the payment of any such Indebtedness or the performance of
any such Obligations. For purposes of exercising any remedies under
this Guaranty, the parties hereto recognize that Lionhart shall act for
itself and as the exclusive agent of LHI and GEP, unless otherwise
directed or instructed in writing by all Lenders (pursuant to the sole
discretion of and unanimous decision by all such Lenders) to the
Guarantors.
Section 8. Continuing/Unconditional Guaranty. This Guaranty is an
absolute, unconditional and continuing Guaranty of the payment of the
Indebtedness and the performance of the Obligations, as contemplated and
otherwise provided under this Guaranty, and shall remain in full force and
effect until all such Indebtedness and all such Obligations, as otherwise
contemplated and provided under this Guaranty, are paid or performed and
discharged timely, punctually, completely and fully, whereupon, this Guaranty
shall automatically terminate and the Lenders shall have no further rights
hereunder. Until each and all of the terms, conditions and covenants of this
Guaranty are performed, and until all Indebtedness and all Obligations are paid,
performed, satisfied and discharged, as otherwise contemplated under this
Guaranty (and the CCF Agreement, the Credit Documents and the Definitive
Supplemental Documents), the Guarantors shall not be released 1) by any act or
thing that might, but for this Section 8, be deemed as a legal or equitable
discharge of a surety or 2) by reason of any waiver, extension, modification,
forbearance, or delay of Lionhart, LHI and/or GEP (or their respective
successors and assigns), of any of their
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respective failure to proceed promptly or otherwise, or 3) by reason of any
further obligation, agreement or undertaking, and the Guarantors hereby
expressly waive and surrender any defense to their liabilities and duties under
this Guaranty based upon any of the foregoing, acts, things, agreements or
waivers. This Guaranty is and shall become effective immediately upon execution
and delivery of this Guaranty by the Guarantors to Lionhart, LHI and GEP, at the
Term Loan Closing on the Closing Date (as contemplated under the CCF Agreement).
Section 9. Waiver of Demand/Protest/Defenses. The Guarantors each
hereby waive presentment for payment, demand, protest, notice of demand or
protest and/or of dishonor, notice of acceptance hereof, notices of default, and
all other notices now or hereafter provided by law, and/or diligence in
collecting and in bringing or commencing any lawsuit, action or other proceeding
(under this Guaranty, or the CCF Agreement, the Credit Documents and/or the
Definitive Supplemental Documents, or under applicable law, or otherwise).
Lionhart, LHI and GEP shall not have any duty or obligation to notify the
Guarantors of their respective acceptance of this Guaranty or of any advances
made or credit extended on the faith hereof, or the failure of any Guarantor or
of Compost, Miami and/or Bedminster to pay of the Indebtedness or to perform any
of the Obligations as any such Indebtedness and Obligations mature, or
otherwise, or to use diligence in preserving the liability of any Person
(including, without limitation, Compost, Miami and/or Bedminster, or any
Guarantor) on the Indebtedness or under the Obligation. To the fullest extent
permitted by applicable law, the Guarantors waive all defenses given to sureties
and guarantors at law or in equity other than the actual payment of the
Indebtedness and the actual performance of the Obligations, and waive, to the
fullest extent permitted by applicable law, all defenses based upon questions of
validity, legality or enforceability of 1) this Guaranty, 2) the CCF Agreement,
3) the Credit Documents, 4) the Definitive Supplemental Documents, or 5) any and
all of the Indebtedness and Obligations.
Section 10. Subrogation. The Guarantors hereby agree, promise and
covenant, jointly and severally with respect to Section 10.01 of this Guaranty,
and Compost and Miami hereby agree, promise and covenant respectively with
respect to Section 10.02 and Section 10.03, as follows:
10.01. Guarantors' Joint Subrogation. If, and in the event, that
the Guarantor(s) shall advance or become obligated to pay any sums
toward any Indebtedness or Obligations under this Guaranty, or, if in
the event and for any reason Compost, Miami and/or Bedminster hereafter
become indebted to the Guarantors, the amount of each such sum and of
such indebtedness shall at all times be subordinate as to lien, time of
payment, and in all other respects, to the amounts owed or owing to
Lionhart, LHI and/or GEP under the CCF Agreement, the Credit Documents
and/or the Definitive Supplemental Documents, or any right to
participate in any way therein, or in the right, title or interest of
Lionhart, LHI and/or GEP in and to any security or collateral under any
of the Credit Documents (including, without limitation, in and to the
Mortgaged Miami Site under the Mortgage and/or in and to any Collateral
under the Security Agreement, the Compost Stock Pledge Agreement
(Compost Common Stock), the Compost Stock Pledge Agreement (Miami
Common Stock) and/or the Compost Stock Pledge Agreement (Bedminster
Common Stock)), notwithstanding any payments made by the Guarantor(s)
toward the satisfaction of any Indebtedness or Obligations guaranteed
under this Guaranty, or any payments made by the Guarantor(s) under
this Guaranty, all rights of subrogation and participation being hereby
expressly waived and released.
10.02. Compost's Independent Subrogation. The payment by Compost
of any Indebtedness or the performance of any Obligation under and as
provided under this Guaranty, shall not in any way entitle Compost to
any right, title or interest (whether by way of subrogation or
otherwise) in and to any of the Indebtedness or the Obligations, or any
proceeds thereof, or any security therefor. Compost hereby and
absolutely and unconditionally waives 1) any claim or other right, now
existing or hereafter arising, against Miami and/or Bedminster or any
other Person primarily or contingently liable for all or any part of
any such Indebtedness or Obligations, that relates to or arises from or
by virtue of the existence or performance of this Guaranty, including,
without limitation, (i) any right of subrogation, reimbursement,
exoneration, contribution, indemnification, or other right to payment,
whether or not such right is reduced to judgement, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured, or (ii) any right
to an equitable remedy for breach of performance if such breach gives
rise to a right to payment, whether or not such right to an equitable
remedy is reduced to a judgment, fixed, contingent, matured, unmatured,
disputed, undisputed, secured or unsecured, and 2) any right to
participate or share in any right, remedy or claim of creditor against
any of Miami's and/or Bedminster's income, Properties or assets or with
respect to any collateral or other security for all or any part of the
Indebtedness or Obligations, or any other right or claim of a creditor
to any recourse to and with respect to any assets, income or
Page 7 of 11 Pages
Properties of Miami and/or Bedminster.
10.03. Miami's Independent Subrogation. The payment by Miami of
any Indebtedness or the performance of any Obligation under and as
provided under this Guaranty, shall not in any way entitle Miami to any
right, title or interest (whether by way of subrogation or otherwise)
in and to any of the Indebtedness or the Obligations, or any proceeds
thereof, or any security therefor. Miami hereby and absolutely and
unconditionally waives 1) any claim or other right, now existing or
hereafter arising, against Compost and/or Bedminster or any other
Person primarily or contingently liable for all or any part of any such
Indebtedness or Obligations, that relates to or arises from or by
virtue of the existence or performance of this Guaranty, including,
without limitation, (i) any right of subrogation, reimbursement,
exoneration, contribution, indemnification, or other right to payment,
whether or not such right is reduced to judgement, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured, or (ii) any right
to an equitable remedy for breach of performance if such breach gives
rise to a right to payment, whether or not such right to an equitable
remedy is reduced to a judgment, fixed, contingent, matured, unmatured,
disputed, undisputed, secured or unsecured, and 2) any right to
participate or share in any right, remedy or claim of creditor against
any of Compost's and/or Bedminster's income, Properties or assets or
with respect to any collateral or other security for all or any part of
the Indebtedness or Obligations, or any other right or claim of a
creditor to any recourse to and with respect to any assets, income or
Properties of Compost and/or Bedminster.
Section 11. General Waiver of Defenses. The Guarantors, jointly and
severally, waive any all defenses to any action, lawsuit or proceeding that is
commenced or instituted to enforce this Guaranty, or any part of this Guaranty,
either at law or in equity, except for the sole defense that any such
Indebtedness has paid and discharged or that any such Obligation has been
performed and discharged, pursuant to the terms thereof. Without limiting the
foregoing, and only for purposes of illustration, the Guarantors specifically
waive any and all technical, dilatory or nonmeritorious defenses, and any
defense predicated upon 1) the legal capacity or authority of any Guarantor, or
of any of their respective officers, to sign, execute, deliver or otherwise
perform their respective obligations under this Guaranty, 2) any change or
modification in the terms of any Indebtedness or any Obligation, or in the terms
of the CCF Agreement, the Credit Documents and/or the Definitive Supplemental
Documents, 3) indulgence or forbearance in the enforcement of any term of the
CCF Agreement, the Credit Documents (including, without limitation, the Mortgage
Note and/or the Mortgage) and/or the Definitive Supplemental Documents, or any
other instrument (including, without limitation, the Mortgage) securing,
affecting or modifying the Mortgage Note or any other term of the Indebtedness
or Obligations, 4) change in the ownership of the Miami Site (or the Mortgaged
Miami Site) or in any other collateral or other security that is or was pledged
by the Guarantors (or Compost, Miami and/or Bedminster) to secure any
Indebtedness or Obligations, 5) a release of all or any part of any security or
collateral, whether or not for valuable consideration or otherwise, that is or
was pledged by the Guarantors (or Compost, Miami and/or Bedminster) to secure
any Indebtedness or Obligations, 6) the acquisition of additional security or
collateral, 7) the substitution of different security in exchange or exchanges
for part or parts of the original security, 8) the fact or alleged fact that
there may be Persons other than the Guarantors, solvent and responsible for the
payment of any Indebtedness or the performance of any Obligations, 9) that any
applicable statute of limitations bars any such action, lawsuit or proceeding to
enforce this Guaranty, or any part of it, or 10) other usual and customary
equitable defenses that are asserted generally as a technical defense to any
such action, lawsuit or proceeding to enforce this Guaranty, or any part of it,
such as laches, lack of clean hands or otherwise.
Section 12. Bankruptcy/Preferences. The Guarantors hereby agree,
promise and covenant, and hereby agree with Lionhart, LHI and GEP, as follows:
12.01. Bankruptcy/Insolvency Proceedings. Except as otherwise
provided by applicable law, 1) any duty or liability of Compost, under
and pursuant to this Guaranty, shall not be affected by the
liquidation, readjustment, reorganization, receivership, bankruptcy,
other insolvency proceeding, or otherwise, of Miami and/or Bedminster,
or the acceptance of any settlement or composition offered or paid by
Miami or Bedminster pursuant to any such liquidation, readjustment,
reorganization, receivership, bankruptcy, other insolvency proceeding,
or otherwise, and 2) any duty or liability of Miami, under and pursuant
to this Guaranty, shall not be affected by the liquidation,
readjustment, reorganization, receivership, bankruptcy, other
insolvency proceeding, or otherwise, of Compost and/or Bedminster, or
the acceptance of any settlement or composition offered or paid by
Compost or Bedminster, pursuant to any such liquidation, readjustment,
reorganization, receivership, bankruptcy, other insolvency proceeding,
or otherwise.
Page 8 of 11 Pages
12.02. No Proof of Claim/Effect. The failure by Lionhart, LHI
and/or GEP to file or enforce a claim against the estate (either in
administration, bankruptcy, reorganization, receivership, liquidation,
readjustment or other insolvency proceeding) of Compost, Miami and/or
Bedminster, shall not, to the fullest extent permissible under
applicable law, affect the duties or liabilities of the Guarantors
under this Guaranty. The failure by Lionhart, LHI and/or GEP to file or
enforce a claim against the estate (either in administration,
bankruptcy, reorganization, receivership, liquidation, readjustment or
other insolvency proceeding) of a Guarantor, shall not, to the fullest
extent permissible under applicable law, affect the duties or
liabilities of the other Guarantor under this Guaranty.
12.03. Preferences. In the event any payment by Compost, Miami
and/or Bedminster to Lionhart, LHI and/or GEP is held to constitute a
preference under Title 11 of the United States Bankruptcy Code, or if
for any reason Lionhart, LHI and/or GEP is or are required to refund
any such payment or pay the amount thereof to any other Person
(including, without limitation, any trustee, receiver, liquidator,
conservator, or otherwise), then any such payment by Compost, Miami
and/or Bedminster shall not constitute a payment of any such
Indebtedness or the performance of any such Obligation, and this
Guaranty shall continue to be effective or shall be reinstated, as the
case may be, to the extent of any such payment or payments.
Section 13. Legal Authority/Compliance/Miscellaneous. The Guarantors,
jointly and severally, each hereby represent and warrant, and hereby promise,
agree and covenant, as follows:
13.01. General Board Authorization. Each of the Guarantors has all
necessary corporate power and authority, pursuant to the approval by
and the duly adopted resolutions of their respective Board of
Directors, and otherwise, to execute and deliver this Guaranty, and to
perform their respective duties and obligations contemplated and as
otherwise provided under this Guaranty.
13.02. No Violations. The execution and delivery of (and the
performance and consummation transactions contemplated under) this
Guaranty, will not (i) conflict with or violate the Certificate of
Incorporation or By-Laws of any Guarantor, (ii) conflict with or
violate any law, rule, regulation, order, judgment or decree applicable
to any Guarantor or by which its or any of their respective Properties
are bound or affected, or (iii) result in any breach of or constitute a
default (or an event which with notice or lapse of time or both would
become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation
of a lien or encumbrance on any of the Properties or assets of any of
the Guarantors pursuant to any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, insurance policy or other
instrument or obligation to which any such Guarantor is a party, or by
which any such Guarantor or its or any of their respective Properties
are bound or affected.
13.03. No Required Governmental Consents. The execution and
delivery of (and the performance and consummation transactions
contemplated under) this Guaranty by each of the Guarantors does not
and will not, require any consent, approval, authorization or permit
from any Governmental Authority which has not been obtained.
13.04. Authority of Officers. The Guarantors each have good right
and lawful authority, through their designated and respective officers
and representatives who have signed and delivered this Guaranty, for
and on behalf of the respective Guarantors, to execute, deliver and
consummate the transactions contemplated under this Guaranty.
13.05. Enforceability. This Guaranty is a legal, valid and binding
obligation of Compost and Miami, enforceable against Compost and Miami
in accordance with the terms of this Guaranty, and there is no action
or proceeding at law or in equity, or by or before any court or
Governmental Authority now pending or to the knowledge of Compost and
Miami threatened or affecting Compost or Miami, that may materially and
adversely affect Compost or Miami.
13.06. Execution by Parties. Any person or party executing this
Guaranty in a representative capacity, acknowledges, warrants and
represents 1) that he or she is an official representative of the firm
or corporation in whose name he or she is executing this Guaranty, 2)
that he or she possesses full and complete authority to bind said firm
or corporation to the full and faithful performance of all conditions,
terms, provisions, covenants, warranties and representations as
contained in this Guaranty, and 3) that all other parties are relying
on these representations and
Page 9 of 11 Pages
warranties as a material inducement to accept delivery of this
Guaranty, in consideration of and in exchange for the delivery and/or
execution by Lionhart, LHI and GEP of 1) the Credit, 2) the CCF
Agreement, 3) the Credit Documents and 4) the Definitive Supplemental
Documents, and the acceptance by Lionhart, LHI and GEP from Compost,
Miami and Bedminster of 1) the CCF Agreement, 2) the Credit Documents
and 3) the Definitive Supplemental Documents.
Section 14. Applicable Law, Jurisdiction and Venue. The Guarantors,
jointly and severally, each hereby represent and warrant, and hereby promise,
agree and covenant, as follows:
14.01. This Guaranty shall be governed by, construed in accordance
with, and shall be enforced under, the laws of the State of New Jersey,
exclusive of its rules relating to conflict of laws.
14.02. Subject to applicable conflict of laws principles, Compost
and Miami each shall accept venue with respect to all claims, actions
or lawsuits that relate to or arise from this Guaranty, in any state
court or U.S. Court of competent jurisdiction that sits in Newark, New
Jersey. Compost and Miami, under this Guaranty, each hereby, and
irrevocably and unconditionally, for itself and its Properties, submits
to the jurisdiction of any such New Jersey court or U.S. Court sitting
in Newark, New Jersey, and any appellate court with jurisdiction
thereover, in any action or proceeding relating to or arising from this
Guaranty, the CCF Agreement (exclusive of the Mortgage), the Credit
Documents and/or the Definitive Supplemental Documents, or for the
recognition or enforcement of any judgment, and each of the Guarantors
under this Guaranty hereby, and irrevocably and unconditionally,
agrees, promises and covenants that all such claims in respect of any
such action or proceeding shall be heard, determined and adjudicated in
by any such New Jersey court or, to the extent permitted by applicable
law, by any such U.S. Court. Each of the Guarantors under this Guaranty
agrees, promises and covenants that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided
by law.
14.03. Each of the Guarantors under this Guaranty hereby, and
irrevocably and unconditionally, waives, to the fullest extent under
applicable law, any defense or objection that it may now or hereafter
have 1) to the laying of venue of any suit, action or proceeding
relating to or arising from this Guaranty, the CCF Agreement, the
Credit Documents (exclusive of the Mortgage) and/or the Definitive
Supplemental Documents, in any such New Jersey court or U.S. Court
sitting in Newark, New Jersey, or 2) to the personal jurisdiction
and/or preferred and proper venue of any such New Jersey court or any
such U.S. Court in Newark, New Jersey.
Section 15. Captions/Headings. The captions and headings that are set
forth in this Guaranty are for the purpose of convenience only and are not
intended to be a part of this Guaranty and shall not be deemed to modify,
explain, enlarge or restrict any of the provisions hereof.
Section 16. Severability. Any provision of this Guaranty which is
prohibited or unenforceable in any applicable jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provisions in any other
jurisdiction.
Section 17. Binding Obligations. The terms and provisions, and
promises, covenants and undertakings of this Guaranty, shall bind and be
enforceable against and upon each Guarantor, jointly and severally, and their
respective successors and assigns and other legal agents and representatives,
and shall inure to the benefit of Lionhart, LHI and GEP, and their respective
successors and assigns, transferees, credit participants, guarantors and
endorsees. The failure of any Person to execute or be bound by this Guaranty
shall not release or affect the liability of the other Guarantor or any other
such Person, and the liability of any Guarantor under this Guaranty is not
conditioned or contingent upon, or otherwise subject to obtaining or retaining
the primary or secondary liability of any Person (including, any other
Guarantor, or Compost, Miami and/or Bedminster) with respect to all or part of
the Indebtedness and/or the Obligations.
Section 18. Time of the Essence. Time is hereby declared to be of the
essence of this Guaranty, and of every part hereof.
SECTION 19. JURY WAIVER. THE GUARANTORS EACH DO HEREBY KNOWINGLY,
Page 10 of 11 Pages
VOLUNTARILY, IRREVOCABLE, UNCONDITIONALLY AND INTENTIONALLY WAIVE THE RIGHT TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS GUARANTY, THE CCF AGREEMENT, THE CREDIT
DOCUMENTS (EXCLUSIVE OF THE MORTGAGE) AND/OR THE DEFINITIVE SUPPLEMENTAL
DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PERSON. THIS IRREVOCABLE WAIVER OF THE
RIGHT TO A JURY TRIAL IS A MATERIAL INDUCEMENT FOR LIONHART, LHI AND/OR GEP TO
DELIVER THE CREDIT, AND TO EXECUTE AND DELIVER, AND OTHERWISE CONSUMMATE THE
TRANSACTIONS CONTEMPLATED UNDER, THE CCF AGREEMENT, THE CREDIT DOCUMENTS AND THE
DEFINITIVE SUPPLEMENTAL DOCUMENTS.
Section 20. Assignment. This Guaranty, and any rights hereunder, may be
assigned by the Lenders, or any of their respective participants and/or
successors and assigns, at their sole discretion and option. This Guaranty may
not be assigned by any Guarantor or the Guarantors, and the Guarantors shall not
delegate any of their duties under this Guaranty, in whole or in part, without
the advance written consent of the Lenders (pursuant to which any such consent
may be granted or withheld in the sole discretion of the Lenders).
Section 21. Counterparts/Facsimile. This Guaranty may be executed in
any number of counterparts, and each by fax, e-mail or other digital or
telephonic transmission, each of which shall be an original, but all of which
together will constitute one and the same instrument.
Section 22. Notices. Any notices, if any, by or to the Guarantors, or
by or to Lionhart, LHI and/or GEP, under this Guaranty, may be given as provided
under Section 20.04 of the CCF Agreement.
Section 23. Written Instrument Requirement. This Guaranty cannot be
altered, amended, modified or discharged orally and no executory agreement shall
be effective to modify or discharge this Guaranty, in whole or in part, unless
it is in writing and signed by the party against whom enforcement of the
modification, alteration, amendment or discharge is sought.
Section 24. Definitions. All capitalized terms that are set forth in
this Guaranty, and that are not expressly defined under this Guaranty, shall
have the meanings and definitions that are assigned or ascribed to such terms in
the CCF Agreement, the Credit Documents and/or the Definitive Supplemental
Documents.
Section 25. Incorporation of Documents. The CCF Agreement, the Credit
Documents (including the Mortgage, the Mortgage Note, the Security Agreement,
the Compost Stock Pledge Agreement (Compost Common Stock), the Compost Stock
Pledge Agreement (Miami Common Stock) and the Compost Stock Pledge Agreement
(Bedminster Common Stock)) and the Definitive Supplemental Documents, and all
other agreements, instruments or other documents that are referred to in this
Agreement, are hereby incorporated by reference and form a part of this
Guaranty.
Section 26. Recital Paragraphs/Incorporation. The Recital Paragraphs
that are set forth on Pages 1-2 of this Guaranty, are hereby made part of this
Guaranty, as if set forth in their complete terms under this Section 26.
Section 27. Default-Construction. The terms "default," "breach" or
"violation," or other such or similar references, when used in this Guaranty in
conjunction with or in reference to any "default," "breach" or "violation" of
the terms of any Indebtedness and/or Obligations, shall be construed and
interpreted, and shall mean and include, any "Event of Default" as those terms
are defined under the CCF Agreement, the Credit Documents and the Definitive
Supplemental Documents.
IN WITNESS WHEREOF, Compost and Miami, as Guarantors under this
Guaranty, and Lionhart, LHI and GEP, have executed and delivered this Guaranty
on and as of this 30th day of October, 1998.
Guarantors: COMPOST AMERICA HOLDING COMPANY, INC.
-----------------------------------------
Xxxxx X. Xxxxxx
Page 11 of 11 Pages
President and Chief Executive Officer
MIAMI RECYCLING AND COMPOSTING CO., INC.
-----------------------------------------
Xxxxx X. Xxxxxx
President and Chief Executive Officer
Page 12 of 11 Pages
