GUARANTY AGREEMENT (Corporacion Delinc, S.A. de C.V)
(Corporacion
Delinc, S.A. de C.V)
THIS
GUARANTY AGREEMENT (the “Guaranty”)
is
entered into this 5th day of September, 2007, by CORPORACION DELINC, S.A. de
C.V, with a place of business at Xxx 0, Xxxxxx Xxxxxxxxxx Xxxxxxxxxx, Xxxxxxx,
Tamaulipas, MEXCIO (the “Guarantor”),
in
favor and for the benefit of JMC VENTURE PARTNERS LLC, with a place of business
at 0 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (the “Lender”).
RECITALS
On
the
date hereof Lender loaned to DEL-INC ACQUISITION LLC (the “Borrower”)
a
total of two million seven hundred and fifty thousand dollars ($2,750,000)
pursuant to that certain (i) $2,750,000 Secured Promissory Note, dated as of
the
date hereof, from Borrower in favor of Lender (as the same may be amended from
time to time the “Note”),
(ii)
Secured Promissory Note Loan, Pledge and Security Agreement, dated as of the
date hereof (as the same may be amended from time to time the “Loan
Agreement”),
and
(iii) other related loan and collateral security documents which are described
and defined in the Loan Agreement (as the same may be amended from time to
time,
together with the foregoing collectively the “Loan
Documents”).
In
partial consideration for, and as an inducement to the Lender to extend credit
under the Note, Guarantor shall guaranty all Indebtedness due the Lender under
the Loan Documents, and will secure its obligations hereunder with a pledge
of
Guarantor's assets.
Guarantor
is a subsidiary of the Borrower and shall receive substantial benefits from
Lender’s extension of credit to Borrower under the Loan Documents. Guarantor
acknowledges that Lender would not have made loans to Borrower and entered
into
the Loan Documents but for Guarantor’s execution of this Guaranty.
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual promises of this Guaranty, and
intending to be legally bound hereby, the parties hereto agree as
follows:
SECTION
1
DEFINITIONS
1.1 Definitions.
Capitalized terms that are not otherwise defined herein shall have the meaning
set forth in the Loan Agreement. If there is a conflict between a definition
herein and a definition in the Loan Agreement the definition in the Loan
Agreement shall control.
1
SECTION
2
GUARANTY
OF PAYMENT AND PERFORMANCE
2.1 Unconditional
Guaranty.
The
Guarantor guarantees to the Lender the punctual payment when due, and the
performance of all liabilities, agreements and other obligations of the Borrower
to the Lender arising under all of the Loan Documents, including without
limitation the Note, Loan Agreement, and all extensions, renewals and
substitutions thereof (collectively the “Borrower’s
Obligations”).
2.2 Nature
of Guaranty.
This
Guaranty is an absolute, unlimited, unconditional and continuing guaranty of
the
full and punctual payment and performance of the Borrower’s Obligations, and not
of their collectibility only, and shall remain in force until all Indebtedness
under the Loan Documents is paid in full.
2.3 Obligation
of Guarantor.
The
Guarantor shall have no obligation under this Guaranty to pay or perform the
Borrower’s Obligations to Lender until such time that an Event of Default occurs
and continues under the Loan Documents. Upon the occurrence and continuance
of
an Event of Default under the Loan Documents the obligations of the Guarantor
hereunder shall automatically become due and payable to the Lender, without
notice, demand or acceleration.
2.4 Agreement
to Pay Costs and Expenses.
The
Guarantor agrees to pay to the Lender, on demand, reasonable costs and expenses
(including reasonable court costs and legal expenses) incurred or expended
by
the Lender in connection with the enforcement of this Guaranty and/or the
collection of all sums due under the Loan Documents, whether such collection
be
from Borrower or from the Guarantor.
SECTION
3
SECURITY
COLLATERAL
3.1 Pledge
of Assets and Equity Interests.
To
secure the Guarantor’s obligations herein, the Guarantor shall execute a Pledge
and Security Agreement, dated as of the date of this Guaranty, pursuant to
which
the Guarantor pledges all of its assets, including without the Mexican Property
(collectively the "Pledged
Collateral")
to the
Lender as collateral for the Borrower's Obligations (the "Security
Agreement").
3.2 Unconditional
Guaranty.
The
Guarantor's agreement herein is unconditional and is not limited to the value
of
the Pledged Collateral.
2
SECTION
4
WAIVERS
BY THE GUARANTOR; THE LENDER’S FREEDOM TO ACT
4.1 Borrower’s
Impairment.
The
obligations of Guarantor to make payment in accordance with the terms of this
Guaranty shall not be impaired, modified, changed, released or limited in any
manner whatsoever by any impairment, modification, change, release or limitation
of the liability of Borrower or its estate in bankruptcy or reorganization
resulting from the operation of any present or future provision of the United
States Bankruptcy Code or other statute or from the decision of any court.
The
liability of Guarantor hereunder shall be reinstated and revived, and the rights
of the holder or holders of any Borrower’s Obligations and in any agreement
executed by and between Lender and Borrower, shall continue, with respect to
any
amount at any time paid on account of the indebtedness under any Borrower’s
Obligations or loan documents or hereunder, which shall thereafter be required
to be restored or returned by the holder or holders of any Borrower’s
Obligations or other agreements upon the bankruptcy, insolvency or
reorganization of Borrower or for any other reason, all as though such amount
had not been paid.
4.2 Agreement
to Loan Documents.
Without
limiting the generality of any term, condition or obligation herein, the
Guarantor agrees to the provisions of any instrument evidencing, securing or
otherwise executed in connection with any of the Borrower’s Obligations, and
agrees that the obligations of the Guarantor hereunder shall not be released
or
discharged, in whole or in part, or otherwise affected by (i) the failure of
the
Lender to assert any claim or demand or to enforce any right or remedy against
the Borrower; (ii) any extensions or renewals of any of the Borrower’s
Obligations; (iii) any rescissions, waivers, amendments or modifications of
any
of the terms or provisions of any agreement evidencing, securing or otherwise
executed in connection with any of the Borrower’s Obligations; (iv) the
substitution or release of any entity primarily or secondarily liable for any
of
the Borrower’s Obligations; (v) the adequacy of any rights the Lender may have
against any collateral or other means of obtaining repayment of the Borrower’s
Obligations; (vi) the impairment of any collateral securing the Borrower’s
Obligations, including without limitation the failure to perfect or preserve
any
rights the Lender might have in such collateral or the substitution, exchange,
surrender, release, loss or destruction of any such collateral; or (vii) any
other act or omission which might in any manner or to any extent vary the risk
of the Borrower or otherwise operate as a release or discharge of the Borrower,
all of which may be done without notice to the Guarantor.
4.3 Waiver
of Notice.
Notice
of the acceptance of this Guaranty and notice of transactions entered into
in
reliance hereof are hereby waived. Guarantor consents to any renewal, extension
or postponement of the time of payment of any of the Borrower’s Obligations or
to any other forbearance or indulgence with respect thereto and consents to
any
substitution, exchange, modification or release of any security therefor or
the
release of any other person primarily or secondarily liable on any of the
Borrower’s Obligations, whether or not notice thereof shall be given to the
Guarantor, and agrees to the provisions of any instrument, security or other
writing evidencing or securing any of the Borrower’s Obligations, and the
enforcement hereof shall not be affected by the delay, neglect or failure of
Lender to take any action with respect to any security, right, obligation,
endorsement, guaranty or other means of collecting the
3
Borrower’s
Obligations which it may at any time hold, including perfection or enforcement
thereof, or any change with respect to Borrower in the form or manner of doing
business, whether by incorporation, consolidation, merger, partnership formation
or change in membership, or otherwise, it being hereby agreed that Guarantor
shall be and remain bound upon this Guaranty irrespective of any action, delay
or omission by Lender in dealing with Borrower, any of the Borrower’s
Obligations, any collateral therefor or any person at any time liable with
respect thereto.
SECTION
5
UNENFORCEABILITY
OF OBLIGATIONS AGAINST THE BORROWER
5.1 Borrower’s
Obligations.
If for
any reason the Borrower has no legal existence or is under no legal obligation
to discharge any of the Borrower’s Obligations, or if any of the Borrower’s
Obligations have become irrecoverable from the Borrower by operation of law
or
for any other reason, this Guaranty shall nevertheless be binding on the
Guarantor to the same extent as if the Guarantor at all times had been the
principal obligor on all such Borrower’s Obligations, and all amounts due under
this Guaranty and all of the Loan Documents shall become immediately due and
payable.
5.2 Stay
of Borrower’s Obligations.
If
payment of the Borrower’s Obligations is stayed upon the insolvency, bankruptcy
or reorganization of the Borrower, or for any other reason, all such amounts
otherwise subject to acceleration under the terms of any agreement evidencing,
securing or otherwise executed in connection with any of the Borrower’s
Obligations shall be immediately due and payable by the Guarantor.
SECTION
6
SUBROGATION;
SUBORDINATION
6.1 Subordination
by Guarantor.
Until
the payment and performance in full of all Borrower’s Obligations, and any and
all obligations of the Borrower to the Lender, the Guarantor shall
not:
6.1.1 exercise
any right against the Borrower arising as a result of payment by the Guarantor
hereunder, by way of subrogation or otherwise;
6.1.2 prove
any
claim in competition with the Lender, or it’s affiliates, in respect of any
payment hereunder, in bankruptcy or insolvency proceedings of any
nature;
6.1.3 claim
any
set-off or counterclaim against the Borrower in respect of any liability of
the
Guarantor to the Borrower; or
6.1.4 benefit
from or exercise any right to participate in any collateral which may be held
by
the Lender.
4
6.1.5 Notwithstanding
the foregoing, the Guarantor may manufacture products for Borrower, invoice
and
collect payments due from the Borrower, so long as the prices charged and
amounts paid are reasonable, in the ordinary course of business, would not
exceed amounts charged and paid in an arms length transaction with an
independent third party and comply with applicable transfer pricing laws and
regulations.
6.2 Subordination
Following Default.
Following the occurrence and continuation of an Event of Default under the
Loan
Documents, the payment of any amounts due with respect to any indebtedness
of
the Borrower now or hereafter held by the Guarantor is hereby subordinated
to
the prior payment in full of the Borrower’s Obligations.
6.3 Waiver
of Demand Rights.
Following the occurrence and continuation of an Event of Default under the
Loan
Documents, the Guarantor agrees that it will not demand, xxx for or otherwise
attempt to collect any indebtedness of the Borrower to it, until the Borrower’s
Obligations have been paid in full.
6.4 Turnover
of Collected Indebtedness.
Following the occurrence and continuation of an Event of Default under the
Loan
Documents, if, notwithstanding anything herein, the Guarantor shall collect,
enforce or receive any amounts from the Borrower, such amounts shall be
collected, enforced and received by the Guarantor in trust for the Lender,
and
shall be immediately paid over to the Lender on account of the Borrower’s
Obligations without affecting in any manner the liability of the Guarantor
under
the other provisions of this Guaranty.
SECTION
7
REPRESENTATIONS,
WARRANTIES AND COVENANTS
7.1 The
Guarantor represents, warrants and further covenants that:
7.1.1 Neither
the execution and delivery of this Guaranty and the Security Agreement, the
consummation of the transactions contemplated hereby nor the fulfillment of
or
compliance with the terms and conditions of this Guaranty is prevented or
limited by or conflicts with or results in a breach of the terms, conditions
or
provisions of any contractual or other restriction on the Guarantor or any
agreement or instrument of whatever nature to which the Guarantor is now a
party
or by which the Guarantor or the Guarantor’s property is bound or constitutes a
default under any of the foregoing.
7.1.2 The
Guarantor receives and will receive a direct and material financial benefit
from
the accommodations extended by the Lender to the Borrower.
7.1.3 This
Guaranty constitutes a valid and legally binding obligation of the Guarantor,
enforceable in accordance with its terms.
7.2 Guarantor
shall comply with all covenants in this Section 7 until the later of (i) payment
of all Borrower's Obligations or (ii) payment of all amounts due under the
Loan
Documents.
5
SECTION
8
MISCELLANEOUS
8.1 Continuing
Obligation to Cooperate.
Guarantor agrees to execute and deliver to the Lender all such other and further
instruments and documents and take or cause to be taken all such other and
further action as the Lender may reasonably request in order to effect and
confirm or vest more securely in the Lender all rights contemplated in this
Guaranty.
8.2 Amendments.
This
Guaranty may be amended only by an instrument in writing and duly signed by
an
authorized officer of the Guarantor and an authorized officer of the
Lender.
8.3 Enforceability.
If any
provisions of this Guaranty shall be held to be illegal or unenforceable, such
illegality or unenforceability shall relate solely to such provision and shall
not affect the remainder of this Guaranty.
8.4 Venue.
The
Guarantor and Lender agree that any action or proceeding to enforce or arising
out of this Guaranty may be commenced in any court of the Commonwealth of
Massachusetts sitting in the county of Suffolk, or in the District Court of
the
United States for the District of Massachusetts.
8.5 Service
of Process.
The
Guarantor waives personal service of process and agree that a summons and
complaint commencing an action or proceeding in any such court shall be properly
served and confer personal jurisdiction if served by registered or certified
mail to the Guarantor, or as otherwise provided by the laws of the Commonwealth
of Massachusetts or the United States of America.
8.6 No
Waiver, Remedies Cumulative.
No
failure on the part of Lender to exercise, and no delay in exercising, any
right
hereunder or under any other Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any right hereunder preclude any
other or further exercise thereof or the exercise of any other right. All rights
and remedies herein provided are cumulative and are in addition to any other
remedies provided by law, any Loan Document or otherwise.
8.7 Survival
of Representations.
All
representations, warranties and covenants made herein shall survive the making
of the loan under and the delivery of the Loan Documents, and shall continue
in
full force and effect so long as any Indebtedness is outstanding, there exists
any commitment by Lender to the Borrower, and until this Guaranty is
terminated.
8.8 Indemnity
By Guarantor.
As part
of the Borrower's Obligations, the Guarantor agrees to defend, protect,
indemnify and hold harmless the Lender, and all of its Affiliates,
6
Subsidiaries,
officers, directors, employees, attorneys, accountants, consultants, agents
and
any controlling Persons (collectively the “Indemnified
Parties”)
from
and against any and all losses, claims, damages, liabilities, obligations,
penalties, fees, costs, expenses and settlement agreements, joint and several
(including, without limitation, attorneys’ and paralegals’ fees, costs and
expenses) incurred by any of the Indemnified Parties, whether prior to or from
and after the date hereof, as a result of or arising from or relating to (i)
the
Commitment Letter, (ii) any due diligence effort (including, without limitation,
public record search, recording fees, examinations and investigations of the
properties of the Borrower, Guarantor, Borrower’s operations and the Property),
negotiation, preparation, execution and/or performance of any of the Loan
Documents or of any document executed in connection with the transactions
contemplated thereby and the perfection of Lender ’s Liens in the Collateral and
Property, maintenance of the Loan by the Lender , and any and all amendments,
modifications, and supplements of any of the Loan Documents or restructuring
of
the Indebtedness, (iii) any suit, investigation, action or proceeding by any
Person, whether threatened or initiated, asserting a claim for any legal or
equitable remedy against any Person under any statute, regulation or common
law
principle, arising from or in connection with any of the Loan Documents and/or
Lender ’s furnishing of funds to the Borrower under this Guaranty, (iv) the
Lender ’s preservation, administration and enforcement of its rights under the
Loan Documents and applicable law, including the reasonable fees of the
outstanding Indebtedness as attorneys fees if collected by or through an
attorney at law and disbursements of counsel for Lender in connection therewith,
whether suit be brought or not and whether incurred at trial or on appeal,
and
all costs of repossession, storage, disposition, protection and collection
of
Collateral or the Property, (v) periodic field exams, audits and appraisals
performed by Lender; and/or (vi) any matter relating to the financing
transactions contemplated by the Loan Documents or by any document executed
in
connection with the transactions contemplated thereby, other than for such
loss,
damage, liability, obligation, penalty, fee, cost or expense, any of which
arise
from an Indemnified Parties’ gross negligence or willful misconduct, as
determined by a final order of a court of competent jurisdiction. No Indemnified
Party shall by liable for any direct or consequential damages, which arise
from
or are related to the Commitment Letter, this Guaranty or any of the Loan
Documents. The indemnity herein shall survive the termination of this
Guaranty.
8.9 Tax
Obligations.
If the
Guarantor should fail to pay any tax or other amount required by this Guaranty
to be paid or which may be reasonably necessary to protect or preserve any
Collateral, or Borrower’s, Guarantor’s or Lender ’s interests therein, Lender
may make such payment and the amount thereof shall be payable on demand, shall
bear interest at the Default Rate from the date of payment by the Lender until
paid and shall be deemed to be Indebtedness entitled to the benefit and security
of the Loan Documents. The Guarantor agrees to pay and save Lender harmless
against any liability for payment of any state documentary stamp taxes,
intangible taxes or similar taxes (including interest or penalties, if any)
which may now or hereafter be determined to be payable in respect to the
execution, delivery or recording of any Loan Document or the making of any
Loan,
whether originally thought to be due or not, and regardless of any mistake
of
fact or law on the part of Lender, Borrower or Guarantor with respect to the
applicability of such tax. The agreement herein shall survive the termination
of
this Guaranty.
8.10 Reinstatement.
Notwithstanding anything herein to the contrary, this Guaranty shall continue
to
be effective or be reinstated, as the case may be, if at any time any
amount
7
received
by the Lender in respect of the Indebtedness is rescinded or must otherwise
be
restored or returned by the Lender upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Borrower, or upon the appointment of any
receiver, assignee, intervener or conservator of, or trustee or similar official
for, the Borrower or any substantial part of its properties, or otherwise,
all
as though such payments had not been made.
8.11 Notices.
Any
notice or other communication hereunder, or under any Loan Document, to any
party hereto or thereto shall be by hand delivery, overnight delivery,
facsimile, telegram, telex or registered or certified mail and unless otherwise
provided herein shall be deemed to have been given or made when delivered,
telegraphed, telexed, faxed or three (3) Business Days after having been
deposited in the mails, postage prepaid, addressed to the party at its address
specified in Exhibit
A
(or at
any other address that the party may hereafter specify to the other parties
in
writing).
8.12 Governing
Law.
This
Guaranty and all Loan Documents shall be deemed contracts made under the laws
of
the Commonwealth of Massachusetts, and shall be governed by and construed in
accordance with the laws of said state (excluding its conflict of laws
provisions if such provisions would require application of the laws of another
jurisdiction).
8.13 Successors.
This
Guaranty shall be binding upon and shall inure to the benefit of the Borrower,
Guarantor and the Lender, and their respective successors.
8.14 Assignment.
The
Guarantor may not assign any of its rights, obligations, covenants,
representations, warranties, duties or responsibilities hereunder and under
the
Loan Documents. Any such assignment shall be void. The Lender may assign all
or
part of its rights hereunder and under the Loan Documents, at any
time.
8.15 Counterparts.
This
Guaranty may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original and all of which when taken together shall
constitute but one and the same instrument.
8.16 Exhibits.
Any
exhibits annexed hereto are
the
only exhibits to be annexed to this Guaranty, and the material contained therein
shall be incorporated herein.
8.17 Captions.
The
captions herein contained are inserted as a matter of convenience only and
such
captions do not form a part of this Guaranty and shall not be utilized in the
construction hereof.
8.18 Powers.
All
powers of attorney granted to Lender are coupled with an interest and are
irrevocable.
8.19 Approvals.
If this
Guaranty calls for the approval or consent of Lender, such approval or consent
may be given or withheld in the discretion of Lender unless otherwise specified
herein.
8.20 No
Punitive Damages.
Each
party agrees that it shall not have a remedy of punitive or exemplary damages
against the other in any Dispute and hereby waives any right or
8
claim
to
punitive or exemplary damages it may have now or which may arise in the future
in connection with any Dispute.
8.21 Waiver
of Jury Trial.
EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 8.21. _________ GUARANTOR’S INITIALS, _________ LENDER’S
INITIALS
8.22 Participations.
Lender
shall have the right to enter into one or more participation agreements with
other lenders with respect to the Indebtedness. Upon prior notice to the
Borrower of such participation, Borrower shall thereafter furnish to such
participant any information furnished by Borrower to Lender pursuant to the
terms of the Loan Documents. Nothing in this Guaranty or any other Loan Document
shall prohibit Lender from pledging or assigning this Guaranty and Lender’s
rights under any of the other Loan Documents, including collateral therefor,
to
any Federal Reserve Lender in accordance with applicable law.
8.23 Joint
and Several Obligations.
All
Indebtedness, representations, warranties, covenants and indemnities set forth
herein and in the Loan Documents shall be joint and several between the Borrower
and the Guarantor. Lender shall have the right to deal with any authorized
officer of the Borrower with regard to all matters concerning the rights and
obligations of Lender hereunder and pursuant to applicable law with regard
to
the transactions contemplated under the Loan Documents. All actions or inactions
of the authorized officers, managers, members and/or agents of the Borrower
with
regard to the transactions contemplated under the Loan Documents shall be deemed
with full authority and binding upon the Borrower hereunder. The foregoing
is a
material inducement to the agreement of Lender to enter into the terms hereof
and to consummate the transactions contemplated hereby.
8.24 Waiver
of Certain Defenses.
All
rights of Lender and all obligations of the Guarantor hereunder and under the
Loan Documents shall be absolute and unconditional irrespective of (i) any
change in the time, manner or place of payment of, or any other term of, all
or
any of the Indebtedness, or any other amendment or waiver of or any consent
to
any departure from any provision of the Loan Documents, (ii) any exchange,
release or non-perfection of any other collateral given as security for the
Indebtedness, or any release or amendment or waiver of or consent to departure
from any guaranty for all or any of the Indebtedness, or (iii) any other
circumstance which might otherwise constitute a defense available to, or a
discharge of Borrower, Guarantor or any third party, other than payment and
performance in full of the Indebtedness.
9
8.25 Terms
Generally.
The
definitions of terms herein shall apply equally to the singular and plural
forms
of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”. The word “will” shall be construed to have the same
meaning and effect as the word “shall”. Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument
or
other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any Person shall be construed
to
include such Person’s successors and assigns, (c) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to
this Guaranty in its entirety and not to any particular provision hereof, (d)
all references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules
to,
this Guaranty and (e) the word “asset” shall be construed to the have the same
meaning and effect and to refer to any and all tangible and intangible assets
and properties, including cash, securities, accounts and contract
rights.
[Remainder
of the page is blank. Guarantor’s signature is on the following
page.]
10
IN
WITNESS WHEREOF, the undersigned has executed and delivered this Guaranty
Agreement as of the day and year first above written.
|
WITNESS:
|
CORPORACION
DELINC S.A. de CV
|
|
___________________________________
|
___________________________________
|
|
By:
Xxxx Xxxxxxxx
|
|
|
Its:
Sole Administrator
|
COMMONWEALTH
OF PENNSYLVANIA
_______________
County, ss __________
August
31, 2007
Then
personally appeared the above-named Xxxx Xxxxxxxx, as the Sole Administrator
of
Corporacion Delinc S.A. de CV, proved to me through satisfactory evidence of
identification, which was his driver’s license, to be the person whose name is
signed on the preceding or attached document, and who swore or affirmed to
me
that the contents of the document are truthful and accurate to the best of
his
knowledge and belief and that the foregoing Guaranty is his free act and deed
and the free act and deed of Corporacion Delinc S.A. de CV.
| Notary _________________________ | |
|
(SEAL)
|
My Commission Expires: ____________ |
[Signature
page to Guaranty Agreement/Corporacion Delinc]
11
EXHIBIT
A
Notice
Addresses
If
to
the Lender:
G.
Xxxxxxxx Xxxx
0
Xxxxxx
Xxxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
o:
(000)
000-0000
f:
(000)
000-0000
With
a
Copy to:
Xxxxxx
Xxxxxx, Esq.
Gesmer
Xxxxxxxxx LLP
00
Xxxxx
Xxxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
o:
(000)
000-0000
f:
(000)
000-0000
If
to
Guarantor:
Corporacion
Delinc, S.A. de C.V
c/o
Del-Inc Acquisition LLC
0000
Xxxx
Xxxxxx
Building
“B”
East
Berlin, Connecticut 06023
(f):
(000) 000-0000
With
a
copy to:
Xxxx
X.
Xxxxxxx, Esq.
Pepe
& Hazard LLP
000
Xxxxxxxx Xxxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
(f):
(000) 000-0000
and
Xxxxxx
Xxxxxxx
Xxx
Xxxxxxx, Xxxxxxx y Asociados, S.C.
Abogados/Attorneys
at Law
Xxxxxxxx
Xxxxxx de Oca 126
Col.
Condesa
X.X.
00000, XXXXXX, X.X.
(x):
x00
00 0000-0000
12
