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CORPORATE GUARANTY AGREEMENT
Dated as of February 1, 1999
by
PEREGRINE GLOBAL, INC.
in favor of
SOUTHTRUST BANK,
NATIONAL ASSOCIATION
This instrument prepared by:
Xxxx X. Xxxxxxx
Xxxxxx & Xxxxxx, P.C.
P. O. Xxx 0000
Xxxxxxxxxx, XX 00000-0000
(000) 000-0000
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TABLE OF CONTENTS
Page
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Parties ...................................................... 1
Recitals ...................................................... 1
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 1.01 Definitions........................................... 2
SECTION 1.02 Effect of Headings.................................... 3
SECTION 1.03 Date of Agreement..................................... 3
SECTION 1.04 Separability Clause................................... 3
SECTION 1.05 Governing Law......................................... 3
SECTION 1.06 Counterparts.......................................... 3
ARTICLE 2
GUARANTY
SECTION 2.01 Guaranty of Obligations of Credit Obligors
under Credit Agreement................................ 3
SECTION 2.02 Absolute and Unconditional Nature of Guaranty......... 4
SECTION 2.03 Waivers............................................... 5
SECTION 2.04 Termination of Agreement.............................. 6
(i)
ARTICLE 3
REPRESENTATIONS AND COVENANTS
SECTION 3.01 General Representations of Guarantor.................. 6
SECTION 3.02 Payment of Taxes...................................... 8
SECTION 3.03 Reports to Bank....................................... 8
ARTICLE 4
REMEDIES
SECTION 4.01 Events of Default..................................... 8
SECTION 4.02 Remedies.............................................. 9
SECTION 4.03 Agreement to Pay Attorneys Fees....................... 9
SECTION 4.04 No Additional Waiver Implied by One Waiver............ 10
SECTION 4.05 Subordination of Subrogation Right.................... 10
ARTICLE 5
MISCELLANEOUS
SECTION 5.01 Notices............................................... 10
SECTION 5.02 Successors and Assigns................................ 11
SECTION 5.03 Benefits of Agreement................................. 11
(ii)
SECTION 5.04 Waiver of Jury Trial.................................. 11
Testimonium............................................................... 12
Signature and Acknowledgement............................................. 12
(iii)
CORPORATE GUARANTY AGREEMENT
THIS CORPORATE GUARANTY AGREEMENT (this "Agreement") is made
as of the 1st day of February, 1999, by Peregrine Global, Inc., a United States
Virgin Islands corporation ("Guarantor") to SouthTrust Bank, National
Association, a national banking association (the "Bank").
R E C I T A L S:
Alcool, Inc., an Alabama corporation ("Alcool") has requested
that The Industrial Development Board of the City of Xxxxxxxxxx (the "Board")
issue its $2,460,000 aggregate principal amount of Variable/Fixed Rate
Industrial Development Revenue Bonds (Alcool, Inc. Project) Series 1999 (the
"Bonds") in order to provide long-term financing for the cost of acquiring
certain manufacturing machinery and related personal property for use by Alcool
in the manufacture of aluminum heat exchanger coils (the "Project Equipment").
The Project Equipment will be located in a building (the "Project Building")
owned by the Board and leased to Industrial Partners, a general partnership
("Industrial Partners"), pursuant to a Lease Agreement dated February 1, 1999
(the "Building Lease"). The Project Building will be subleased by Industrial
Partners to Alcool pursuant to a Lease Agreement dated December 9, 1998 (the
"Building Sublease").
The Bonds will be issued pursuant to a Trust Indenture dated February
1, 1999 (the "Indenture") between the Board and SouthTrust Bank, National
Association (acting in such capacity, the "Trustee"). The Board will use the
proceeds of the Bonds (i) to reimburse Alcool for sums previously expended by
Alcool for the Project Equipment and (ii) to pay the remaining costs of the
Project Equipment. The Board will lease the Project Equipment to Alcool pursuant
to a Lease Agreement dated as of February 1, 1999 (the "Lease Agreement") and
Alcool will pay rent to the Board sufficient to pay the debt service on the
Bonds.
As security for the payment of the Bonds, Alcool and its
parent corporation, Peregrine Industries, Inc., a Florida corporation
("Peregrine", and together with Alcool, the "Credit Obligors"), will cause
SouthTrust Bank, National Association (herein, in its capacity as issuer of the
initial letter of credit referred to below, called the "Bank"), to issue an
irrevocable letter of credit in favor of the Trustee in the amount of (i) the
aggregate principal amount of the Bonds, to enable the Trustee to pay the
principal amount of the Bonds when due and to pay the principal portion of the
purchase price of Bonds tendered (or deemed tendered) for purchase, plus (ii)
interest on the Bonds for a period of 50 days at the rate of 13% per annum, to
enable the Trustee to pay interest on the Bonds when due and to pay the interest
portion of the purchase price of Bonds tendered (or deemed tendered) for
purchase. The initial letter of credit will be issued pursuant to a credit
agreement among the Credit Obligors and the Bank (the "Credit Agreement") The
initial letter of credit to be delivered to the Trustee and any substitute
letter of credit delivered to the Trustee pursuant to the Indenture are herein
referred to as the "Letter of Credit."
As security for the Credit Obligors' obligations under the
Credit Agreement with respect to the Letter of Credit, Alcool and the Board will
execute a Mortgage, Security Agreement
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and Assignment of Rents and Leases dated as of February 1, 1999 (the "Mortgage")
in favor of the Bank, whereby the Bank will be granted a mortgage on and
security interest in the Project Equipment and the interest of Alcool as lessee
under the Building Sublease.
The Credit Agreement provides that as a condition preceding to
the issuance of the Letter of Credit, the Guarantor must execute and deliver
this Agreement to the Bank.
NOW, THEREFORE, in consideration of the premises and in order
to induce the Bank to issue the Letter of Credit, the Guarantor hereby
covenants, agrees and binds himself as follows:
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 1.01......................Definitions
For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
(a) Capitalized terms not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement.
(b) The terms defined in this Article shall have the meanings assigned to them
in this Article. Singular terms include the plural as well as the singular, and
vice versa.
(c) All accounting terms not otherwise defined herein have the meanings assigned
to them, and all computations herein provided for shall be made, in accordance
with generally accepted accounting principles. All references herein to
"generally accepted accounting principles" refer to such principles as they
exist at the date of application thereof.
(d) All references in this instrument to designated "Articles, Sections" and
other subdivisions are to the designated Articles, Sections and subdivisions of
this instrument as originally executed.
(e) The terms "herein," "hereof" and "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular Article,
Section or other subdivisions.
(f) The term "person" shall include any individual, corporation, limited
liability company, partnership, joint venture, association, trust,
unincorporated organization and any government or any agency or political
subdivision thereof.
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SECTION 1.02..............Effect of Headings
The Article and Section headings are for convenience only and
shall not affect the construction hereof.
SECTION 1.03...............Date of Agreement
The date of this Agreement is intended as and for a date for
the convenient identification of this Agreement and is not intended to indicate
that this Agreement was executed and delivered on said date.
SECTION 1.04..............Separability Clause
If any provision in this Agreement shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
SECTION 1.05....................Governing Law
This Agreement shall be construed in accordance with and
governed by the laws of the State of Alabama.
SECTION 1.06.....................Counterparts
This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed an original, but all such counterparts
shall together constitute but one and the same instrument.
ARTICLE 2
GUARANTY
SECTION 2.01 Guaranty of Obligations of Credit Obligors under Credit
Agreement
(a) The Guarantor hereby guarantees to the Bank, full and prompt
payment of the following obligations (herein collectively referred to as the
"Obligations"):
(1) all Letter of Credit commissions, fees, charges and costs
becoming due and payable under the Credit Agreement in accordance with
the terms thereof;
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(2) all amounts becoming due and payable under the Credit
Agreement in accordance with the terms thereof as reimbursement of sums
paid by the Bank under the Letter of Credit;
(3) all interest becoming due and payable under the Credit
Agreement in accordance with the terms thereof;
(4) all amounts becoming due and payable under the Credit
Agreement in accordance with the terms thereof upon the occurrence and
continuance of an Event of Default, as therein defined, including,
without limitation, sums due under the indemnification provision of
Section 6.06 of the Credit Agreement;
(5) all other amounts payable by the Company to the Bank in
connection with the Letter of Credit, whether evidenced by the Credit
Agreement, the Mortgage, or other instruments, or by open account or
otherwise; and
(6) all renewals and extensions of any and/or all of the
Obligations of the Company described in paragraphs (1) through (5)
above (including without limitation any renewal or extension of, and
any substitute for, the Letter of Credit), whether or not any renewal
or extension agreement is executed in connection therewith.
(b) All payments by the Guarantor under this Agreement shall be made in
lawful money of the United States of America. Each and every default in payment
of the Obligations shall give rise to a separate cause of action hereunder, and
separate suits may be brought hereunder as each cause of action arises.
SECTION 2.02 Absolute and Unconditional Nature of Guaranty
The guaranty of the Guarantor herein contained is an absolute,
unconditional, irrevocable and continuing guaranty of payment, and not of
collectibility, and, except as otherwise provided by any mandatory provision of
law that may not be waived by the Guarantor, shall not be discharged, impaired,
modified or otherwise affected upon the happening from time to time of any
event, including without limitation any of the following, whether or not with
notice to, or the consent of, the Guarantor.
(1) the failure to give notice to the Guarantor of the
occurrence of any default or Event of Default under the Bonds or the
Financing Documents;
(2) the compromise, settlement, release or termination of any
or all of the obligations, covenants or agreements of the Financing
Participants under the Bonds, the Letter of Credit or the Financing
Documents;
(3) any assignment, pledge or mortgage of all or any part of
the interest of any of the Financing Participants in the trust estate
under the Indenture;
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(4) any waiver of the payment, performance or observance by
any of the Financing Participants of any obligation, agreement or
covenant of any of them contained in the Bonds, the Letter of Credit or
the Financing Documents;
(5) the extension of the time for payment of debt service on
the Bonds or any part thereof or of the time for performance of any
other obligations, agreements or covenants of any of the Financing
Participants under the Letter of Credit or the Financing Documents;
(6) the modification or amendment (whether material or
otherwise) of any obligation, agreement or covenant contained in the
Bonds, the Letter of Credit or the Financing Documents;
(7) any failure, omission, or delay on the part of any of the
Financing Participants or any holder of the Bonds to enforce, assert or
exercise any right, power or remedy conferred upon any of them by the
Bonds, the Letter of Credit, or the Financing Documents;
(8) the bankruptcy, insolvency, reorganization, appointment of
a receiver for, or dissolution of any of the Financing Participants, or
the entering by any or all of them into an agreement of composition
with creditors, or the making by any or all of them of an assignment
for the benefit of creditors;
(9) any rights of set-off, recoupment, counterclaim or other
defense, whether similar or dissimilar to the foregoing, which the
Guarantor might otherwise have against any of the Financing
Participants;
(10) the default or failure of any of the Financing
Participants to perform fully any obligation, covenant or agreement
contained in the Bonds, the Letter of Credit or the Financing
Documents;
(11) the release or discharge of any of the Financing
Participants by operation of law, to the extent that such release or
discharge may be lawfully avoided, from the performance or observance
of any agreement or covenant contained in the Bonds, the Letter of
Credit or the Financing Documents; and
(12) the invalidity or unenforceability of the Bonds, the
Letter of Credit, the Financing Documents or any provision of such
instruments.
SECTION 2.03 Waivers
The Guarantor hereby expressly waives notice in writing or otherwise
from the Bank of its acceptance and reliance on this Agreement. The Obligations
of the Guarantor hereunder shall attach
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absolutely and unconditionally when the Credit Agreement shall have been
executed and delivered by the parties to the Credit Agreement. The Guarantor
further waives, as to the enforcement of this Agreement, (i) all rights of
exemption that they may have under the constitution and laws of the State of
Alabama or any other state as to any levy on and sale of property and (ii)
presentation and demand for payment (or protest of nonpayment) of the
Obligations or any part thereof.
SECTION 2.04 Termination of Agreement
This Agreement shall terminate when the Letter of Credit is no longer
in effect, all Obligations have been fully paid, and such Obligations are not
subject to being refunded as a preference or fraudulent transfer under the
United States Bankruptcy Code or other applicable law.
ARTICLE 3
REPRESENTATIONS AND COVENANTS
SECTION 3.01 General Representations of Guarantor
The Guarantor makes the following representations and warranties as the
basis for the undertakings on its part herein contained:
(a) It is a corporation duly organized, validly existing, in
good standing under the laws of the United States Virgin Islands, and
is authorized to do business in all jurisdictions in which the
character of its properties or the nature of its business requires such
qualifications or authorization.
(b) It has the power and authority to own its properties and
assets and to carry on its business as now being conducted and as now
proposed to be conducted.
(c) Its financial statements that have been furnished to the
Bank are complete and correct in all material respects and fairly
present its financial condition as of the date or dates indicated and
for the periods involved. There has been no materially adverse change
in its financial condition or operations since the date of its most
recent financial statements furnished to the Bank.
(d) It has good and marketable title to all its properties and
assets reflected on its most recent balance sheet furnished to the
Bank, except for such properties and assets as have been disposed of
since the date of such balance sheet as no longer used or useful in the
conduct of its business or as have been disposed of in the ordinary
course of its business. All such properties and assets are free and
clear of liens of any nature, except as disclosed in such financial
statements.
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(e) It has filed or caused to be filed all federal, state and
local tax returns which are required to be filed by it as of the date
hereof, and has paid or caused to be paid all taxes as shown on such
returns or on any assessments received by it to the extent that such
taxes have become due and payable, except such taxes or returns the
failure to pay or file would not have a material adverse affect on the
business or operations of the Guarantor.
(f) The execution and delivery of this Guaranty Agreement does
not involve any prohibited transaction within the meaning of the
Employee Retirement Income Security Act of 1974, as amended (ERISA), of
the Internal Revenue Code. It has fulfilled its obligations, if any,
under minimum funding standards of ERISA and is in compliance in all
material respects with the applicable provisions of ERISA.
(g) It has full corporate power to consummate the transactions
contemplated by this Guaranty Agreement.
(h) By proper action of its board of directors it has duly
authorized the execution and delivery of this Guaranty Agreement and
the consummation of the transactions contemplated herein.
(i) It has obtained all consents, approvals, authorizations,
and orders of governmental authorities that are required to be obtained
by it as a condition to the execution and delivery of this Guaranty
Agreement.
(j) The execution and delivery by it of this Guaranty
Agreement and the consummation by it of the transactions contemplated
herein do not and will not (i) conflict with, be in violation of, or
constitute (upon notice or lapse of time or both) a default under its
certificate of incorporation or bylaws or any indenture, mortgage, deed
of trust or other contract, agreement or instrument to which it is a
party or is subject, or any resolution, order, rule, regulation, writ,
injunction, decree or judgment of any governmental authority or court
having jurisdiction over it which would result in a material adverse
effect on the business or operations of the Guarantor or (ii) result in
or require the creation or imposition of any lien of any nature upon or
with respect to any of its properties now owned or hereafter acquired,
except as contemplated hereby.
(k) This Guaranty Agreement constitutes a legal, valid, and
binding obligation of the Guarantor and is enforceable against it in
accordance with its terms, except as enforcement thereof may be limited
by (i) bankruptcy, insolvency, or other similar laws affecting the
enforcement of creditors' rights and (ii) general principles of equity,
regardless of whether such enforceability is considered in a proceeding
at equity or at law.
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(l) There is no action, suit, proceeding, inquiry or
investigation pending before any court or governmental authority, or,
to the best of the Guarantor's knowledge, threatened against it or
affecting it or its properties, that (i) involves the consummation of
the transactions contemplated by, or the validity or enforceability of,
this Guaranty Agreement or (ii) could have a materially adverse impact
upon its financial condition or operations.
(m) It has obtained all necessary licenses, franchises,
permits, certificates of need and other authorizations necessary for
the operation of its business under applicable laws, ordinances, and
regulations, except where the failure to do so would not have a
material adverse affect on the business or operations of the Guarantor.
(n) The Guarantor is not in material violation of, or subject
to, any existing, pending or to the Guarantor's knowledge, threatened
investigation or inquiry by any governmental authority or any remedial
obligations under any applicable laws, rules or regulations pertaining
to health or the environment, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended ("CERCLA") or the Resource Conservation and Recovery
Act of 1976, as amended ("RCRA"), and there are no facts, conditions or
circumstances known to it which are likely to result in any such
investigation or inquiry if such facts, conditions and circumstances,
if any, were fully disclosed to the applicable governmental authority,
and the Guarantor will promptly notify the Bank if the Guarantor
becomes aware of any such facts, conditions or circumstances or any
such investigation or inquiry.
SECTION 3.02 Payment of Taxes
The Guarantor will pay or cause to be paid, prior to delinquency, all
taxes, assessments and other governmental charges lawfully levied or assessed or
imposed upon him, on his properties or any part thereof or upon any income
therefrom.
SECTION 3.03 Reports to Bank
The Guarantor shall furnish to the Bank the financial reports required
by Section 4.04 of the Credit Agreement for subsidiaries of Peregrine.
ARTICLE 4
REMEDIES
SECTION 4.01 Events of Default
Any one or more of the following shall constitute an event of default
(a "Guaranty Default") under this Agreement (whatever the reason for such event
and whether it shall be voluntary or
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involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(1) default in any payment required under Section 2.01 hereof
as and when the same shall become due and payable; or
(2) default in the performance, or breach, of any covenant or
warranty of the Guarantor in this Agreement (other than a covenant or
warranty, a default in the performance or breach of which is elsewhere
in this Section specifically dealt with), which is not cured within 30
days after written notice from the Bank to the Guarantor as herein
provided; or, if such cure is not reasonably capable of being completed
within 30 days, such additional period of time as shall be necessary
(but not to exceed 90 days), provided that the Guarantor shall
diligently and in good faith prosecute said cure to completion; or
(3) the filing of a petition in bankruptcy (or other
commencement of a bankruptcy or similar proceeding) by or against the
Guarantor under any applicable bankruptcy, insolvency, reorganization,
or similar law, now or hereafter in effect (provided, however, that the
filing of such a petition or the commencement of such a proceeding
against any such Guarantor will not constitute an Event of Default
unless such petition or commencement is not dismissed or stayed within
60 days after the filing or commencement thereof); or
(4) the occurrence of an Event of Default, as therein defined,
under any other Financing Document and the expiration of the applicable
grace or cure period, if any, specified therein.
SECTION 4.02 Remedies
If a Guaranty Default exists, the Bank may proceed to protect its right
by suit in equity, action at law or other appropriate proceedings, whether for
the specific performance of any covenant or agreement of the Guarantor herein
contained or in aid of the exercise of any power or remedy granted to the Bank
under the other Financing Documents. The Bank may proceed directly against the
Guarantor hereunder without resorting to any other remedies which it may have
and without proceeding against any other security held by the Bank.
SECTION 4.03 Agreement to Pay Attorneys Fees
If the Guarantor should default under any of the provisions of this
Agreement and the Bank should employ attorneys or incur other expenses for the
collection of any payments due hereunder or the enforcement of performance or
observance of any agreement or covenant on the part of the Guarantor herein
contained, the Guarantor will on demand therefor pay to the Bank the reasonable
fees of such attorneys and such other expenses so incurred.
9
SECTION 4.04 No Additional Waiver Implied by One Waiver
If any agreement contained in this Agreement should be breached by the
Guarantor and thereafter waived by the Bank, such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach
hereunder.
SECTION 4.05 Subordination of Subrogation Right
Guarantor expressly subordinates his right to payments of any
indebtedness (including both principal and interest) owing from the Credit
Obligors, or either thereof, to Guarantor, whether now existing or arising at
any time in the future (including, but not limited to, rights to payment arising
by virtue of any subrogation or indemnification upon payment by Guarantor of
amounts due from the Credit Obligors, or either thereof, to the Bank), to the
prior right of the Bank to receive or require payment in full of the
Obligations, until such time as the Obligations are fully paid (and including
interest accruing after any petition under the United States Bankruptcy Code,
which post-petition interest Guarantor agrees shall remain a claim that is prior
and superior to any claim of Guarantor notwithstanding any contrary practice,
custom or ruling in proceedings under the United States Bankruptcy Code
generally) and such payments are final and not subject to refund or rescission
under bankruptcy or other applicable law, and the Letter of Credit is
terminated; provided, however, the Guarantor may receive current interest
payments (but not principal payments) subject to the rate of interest being paid
not exceeding the Bank's Base Rate. Furthermore, upon the occurrence of an Event
of Default under the Financing Documents, Guarantor agrees not to accept any
payment or satisfaction of any kind of indebtedness of the Credit Obligors, or
either thereof, to the Guarantor or any security for such indebtedness. If
Guarantor should receive any such payment, satisfaction or security for any
indebtedness of the Credit Obligors to the Guarantor, each Guarantor agrees to
deliver the same promptly to the Bank in the form received, endorsed, or
assigned as may be appropriate for application on account of, or as security
for, the Obligations and until so delivered, agrees to hold the same in trust
for the Bank.
ARTICLE 5
MISCELLANEOUS
SECTION 5.01 Notices
(a) Any request, demand, authorization, direction, notice, consent, or
other document provided or permitted by this Agreement to be made upon, given or
furnished to, or filed with, the Guarantor or the Bank shall be sufficient for
every purpose hereunder if in writing and (except as otherwise provided in this
Agreement) either (i) delivered personally to the party or, if such party is not
an individual, to an officer, partner or other legal representative of the party
to whom the same is directed or (ii) mailed by express mail or certified mail,
postage prepaid and addressed to such person at the following address:
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If to the Guarantor:
Peregrine Global, Inc.
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
If to the Bank:
SouthTrust Bank, National Association
Xxxx Xxxxxx Xxx 000000
Xxxxxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxx X. Xxxxxxx
(b) Any such notice or other document shall be deemed to be received
(i) as of the date delivered, if delivered personally in accordance with
subsection (a) of this Section, or (ii) as of the business day following the
date deposited, if mailed by express mail, or as of five days after the date
deposited in the mail, if mailed by certified mail, each as in accordance with
subsection (a) of this Section.
SECTION 5.02 Successors and Assigns
All covenants and agreements in this Agreement by the Guarantor shall
bind his executors, heirs and personal representatives, whether so expressed or
not.
SECTION 5.03 Benefits of Agreement
Nothing in this Agreement, express or implied, shall give to any
person, other than the Bank any benefit or any legal or equitable right, remedy
or claim under this Agreement.
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SECTION 5.04 Waiver of Jury Trial
GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM,
COUNTERCLAIM, SETOFF, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING OUT OF OR IN
ANY WAY RELATED TO THIS AGREEMENT OR THE OBLIGATIONS, OR (B) IN ANY WAY
CONNECTED WITH OR PERTAINING OR RELATED TO OR INCIDENTAL TO ANY DEALINGS OF THE
BANK AND/OR THE COMPANY WITH RESPECT TO THE FINANCING DOCUMENTS OR IN CONNECTION
WITH THIS AGREEMENT OR THE EXERCISE OF ANY PARTY'S RIGHTS AND REMEDIES UNDER
THIS AGREEMENT OR OTHERWISE, OR THE CONDUCT OR THE RELATIONSHIP OF THE PARTIES
HERETO, IN ALL OF THE FOREGOING CASES WHETHER NOW EXISTING OR HEREAFTER ARISING
AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. GUARANTOR AGREES THAT THE
BANK MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE
KNOWING, VOLUNTARY, AND BARGAINED AGREEMENT OF GUARANTOR IRREVOCABLY TO WAIVE
HIS RIGHTS TO TRIAL BY JURY AS AN INDUCEMENT OF THE BANK TO ISSUE THE LETTER OF
CREDIT AND THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE OR
CONTROVERSY WHATSOEVER (WHETHER OR NOT MODIFIED HEREIN) BETWEEN GUARANTOR AND
THE BANK SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE
SITTING WITHOUT A JURY.
IN WITNESS WHEREOF, the Guarantor has duly executed this instrument as
of this 1st day of February, 1999.
PEREGRINE GLOBAL, INC.
By: /s/
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Its
---------------------------------
STATE OF ALABAMA
COUNTY OF XXXXXXXXXX
I, the undersigned, a Notary Public in and for said County in said
State, hereby certify that _____________________, whose name as
__________________ of Peregrine Global, Inc., a corporation, is signed to the
foregoing instrument, and who is known to me, acknowledged before me on this day
that, being informed of the contents of the said instrument, he, in his capacity
as such officer, and with full authority, executed the same voluntarily for and
as the act of said corporation.
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GIVEN under my hand this the 8th day of March, 1999.
----------------------------------------
Notary Public
(SEAL)
My commission expires:
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