GUARANTEE
GUARANTEE, dated as of February 14, 2006 (this "Guarantee"), made by Azur
Holdings, Inc., a Delaware corporation the "Guarantor"), in favor of the Lenders
signatory to that certain Securities Purchase Agreement, dated as of May 31,
2005, by and among Azur International Inc., a Nevada corporation (the "Company")
and the Lenders signatory thereto and that certain Securities Purchase
Agreement, dated as of November 2, 2005, by and among the Company and the
Lenders signatory thereto (such Securities Purchase Agreement collectively
referred to as "Purchase Agreements" and all Lenders under the Purchase
Agreement collectively referred to as the "Lenders").
W I T N E S S E T H:
WHEREAS, pursuant to the Purchase Agreements, the Company sold and issued
to the Lenders, and the Lenders purchased from the Company the Company's 12%
Convertible Debentures Due May 31, 2006 and certain Promissory Notes of the
Company (along with other co-borrowers) issued on November 2, 2005 (such
debentures and notes collectively, the "Debentures"), subject to the terms and
conditions set forth therein;
WHEREAS, the Company and the Guarantor are undertaking an exchange of
certain equity and assets pursuant to which the Company is required to obtain
the consent of the Lenders (the "Consent"), all as set forth in more detail in
the Consent and Waiver Agreement by and among the Company and the Lenders, dated
the date hereof, and incorporated by reference herein;
WHEREAS, as an inducement to the Lenders to give such consent, the
Guarantor has agreed to guarantee the obligations of The Grand Shell Landing,
Inc., a Mississippi corporation, Azur Shell Landing Resort, Inc., a Mississippi
corporation, Azur Shell Landing Development II, LLC, a Mississippi limited
liability company, and the Company under the Purchase Agreements (including all
other agreements entered into in connection therewith) and the Debentures (as
hereinafter defined) (the "Guaranty"); and
WHEREAS, the Board of Directors of the Guarantor has determined that the
Guarantor' execution, delivery and performance of this Agreement and the
Guaranty may reasonably be expected to benefit the Guarantor, directly or
indirectly, and are in the best interests of the Guarantor.
NOW, THEREFORE, in consideration of the premises and to induce the Lenders
to grant the Company the Consent, each of the Guarantors hereby agrees with the
Lenders as follows:
1. Definitions. Unless otherwise defined herein, terms defined in the
Purchase Agreements and used herein shall have the meanings given to them in the
Purchase Agreement. The words "hereof," "herein," "hereto" and "hereunder" and
words of similar import when used in this Guarantee shall refer to this
Guarantee as a whole and not to any particular provision of this Guarantee, and
Section and Schedule references are to this Guarantee unless otherwise
specified. The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms. The following
terms shall have the following meanings:
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"Guarantee" means this Guarantee, as the same may be amended, supplemented
or otherwise modified from time to time.
"Obligations" means the collective reference to all obligations and
undertakings of the Company of whatever nature, monetary or otherwise, under the
Debentures, the Purchase Agreements, the Security Agreements, the Loan
Agreements, Deeds of Trust, Mortgage Agreement, the Warrants, the Registration
Rights Agreement or any other existing or future agreement or obligations
undertaken by the Company to the Lenders, together with all reasonable
attorneys' fees, disbursements and all other costs and expenses of collection
incurred by Lenders in enforcing any of such Obligations and/or this Guarantee.
2. Guarantee.
(a) Guarantee.
(i) The Guarantor hereby unconditionally and irrevocably,
guarantees to the Lenders and their respective successors, indorsees,
transferees and assigns, the prompt and complete payment and performance by the
Company when due (whether at the stated maturity, by acceleration or otherwise)
of the Obligations.
(ii) Anything herein or in any other Transaction Document to
the contrary notwithstanding, the maximum liability of the Guarantor hereunder
and under the other Transaction Documents shall in no event exceed the amount
which can be guaranteed by the Guarantor under applicable federal and state
laws, including laws relating to the insolvency of debtors, fraudulent
conveyance or transfer or laws affecting the rights of creditors generally
(after giving effect to the right of contribution established in Section 2(b)).
(iii) The Guarantor agrees that the Obligations may at any
time and from time to time exceed the amount of the liability of such Guarantor
hereunder without impairing the guarantee contained in this Section 2 or
affecting the rights and remedies of the Lenders hereunder.
(iv) The guarantee contained in this Section 2 shall remain in
full force and effect until all the Obligations and the obligations of the
Guarantor under the guarantee contained in this Section 2 shall have been
satisfied by payment in full.
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(v) No payment made by the Company, the Guarantor, any other
guarantor or any other Person or received or collected by the Lenders from the
Company, any of the Guarantors, any other guarantor or any other Person by
virtue of any action or proceeding or any set-off or appropriation or
application at any time or from time to time in reduction of or in payment of
the Obligations shall be deemed to modify, reduce, release or otherwise affect
the liability of the Guarantor hereunder which shall, notwithstanding any such
payment (other than any payment made by such Guarantor in respect of the
Obligations or any payment received or collected from such Guarantor in respect
of the Obligations), remain liable for the Obligations up to the maximum
liability of such Guarantor hereunder until the Obligations are paid in full.
(vi) Notwithstanding anything to the contrary in this
Agreement, with respect to any defaulted non-monetary Obligations the specific
performance of which by the Guarantor is not reasonably possible (e.g. the
issuance of the Company's Common Stock), the Guarantor shall only be liable for
making the Lenders whole on a monetary basis for the Company's failure to
perform such Obligations in accordance with the Transaction Documents.
(b) Right of Contribution. The Guarantor hereby agrees that to the
extent that the Guarantor shall have paid more than its proportionate share of
any payment made hereunder, the Guarantor shall be entitled to seek and receive
contribution from and against any other guarantor which has not paid its
proportionate share of such payment. The Guarantor's right of contribution shall
be subject to the terms and conditions of Section 2(c). The provisions of this
Section 2(b) shall in no respect limit the obligations and liabilities of the
Guarantor to the Lenders, and the Guarantor shall remain liable to the Lenders
for the full amount guaranteed by the Guarantor hereunder.
(c) No Subrogation. Notwithstanding any payment made by the
Guarantor hereunder or any set-off or application of funds of the Guarantor by
the Lenders, the Guarantor shall not be entitled to be subrogated to any of the
rights of the Lenders against the Company or any other guarantor or any
collateral security or guarantee or right of offset held by the Lenders for the
payment of the Obligations, nor shall the Guarantor seek or be entitled to seek
any contribution or reimbursement from the Company or any other guarantor in
respect of payments made by the Guarantor hereunder, until all amounts owing to
the Lenders by the Company on account of the Obligations are paid in full. If
any amount shall be paid to the Guarantor on account of such subrogation rights
at any time when all of the Obligations shall not have been paid in full, such
amount shall be held by the Guarantor in trust for the Lenders, segregated from
other funds of the Guarantor, and shall, forthwith upon receipt by the
Guarantor, be turned over to the Lenders in the exact form received by the
Guarantor (duly indorsed by the Guarantor to the Lenders, if required), to be
applied against the Obligations, whether matured or unmatured, in such order as
the Lenders may determine.
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(d) Amendments, Etc. With Respect to the Obligations. The Guarantor
shall remain obligated hereunder notwithstanding that, without any reservation
of rights against the Guarantor and without notice to or further assent by the
Guarantor, any demand for payment of any of the Obligations made by the Lenders
may be rescinded by the Lenders and any of the Obligations continued, and the
Obligations, or the liability of any other Person upon or for any part thereof,
or any collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by
the Lenders, and the Purchase Agreement and the other Transaction Documents and
any other documents executed and delivered in connection therewith may be
amended, modified, supplemented or terminated, in whole or in part, as the
Lenders may deem advisable from time to time, and any collateral security,
guarantee or right of offset at any time held by the Lenders for the payment of
the Obligations may be sold, exchanged, waived, surrendered or released. The
Lenders shall have no obligation to protect, secure, perfect or insure any Lien
at any time held by them as security for the Obligations or for the guarantee
contained in this Section 2 or any property subject thereto.
(e) Guarantee Absolute and Unconditional. The Guarantor waives any
and all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Lenders upon the guarantee
contained in this Section 2 or acceptance of the guarantee contained in this
Section 2; the Obligations, and any of them, shall conclusively be deemed to
have been created, contracted or incurred, or renewed, extended, amended or
waived, in reliance upon the guarantee contained in this Section 2; and all
dealings between the Company and the Guarantor, on the one hand, and the
Lenders, on the other hand, likewise shall be conclusively presumed to have been
had or consummated in reliance upon the guarantee contained in this Section 2.
The Guarantor waives to the extent permitted by law diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the
Company or the Guarantor with respect to the Obligations. The Guarantor
understands and agrees that the guarantee contained in this Section 2 shall be
construed as a continuing, absolute and unconditional guarantee of payment
without regard to (a) the validity or enforceability of the Purchase Agreement
or any other Transaction Document, any of the Obligations or any other
collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Lenders, (b) any defense,
set-off or counterclaim (other than a defense of payment or performance or fraud
or misconduct by Lenders) which may at any time be available to or be asserted
by the Company or any other Person against the Lenders, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the Company
or the Guarantor) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Company for the Obligations, or of the
Guarantor under the guarantee contained in this Section 2, in bankruptcy or in
any other instance. When making any demand hereunder or otherwise pursuing its
rights and remedies hereunder against the Guarantor, the Lenders may, but shall
be under no obligation to, make a similar demand on or otherwise pursue such
rights and remedies as they may have against the Company, or any other Person or
against any collateral security or guarantee for the Obligations or any right of
offset with respect thereto, and any failure by the Lenders to make any such
demand, to pursue such other rights or remedies or to collect any payments from
the Company or any other Person or to realize upon any such collateral security
or guarantee or to exercise any such right of offset, or any release of the
Company or any other Person or any such collateral security, guarantee or right
of offset, shall not relieve the Guarantor of any obligation or liability
hereunder, and shall not impair or affect the rights and remedies, whether
express, implied or available as a matter of law, of the Lenders against the
Guarantor. For the purposes hereof, "demand" shall include the commencement and
continuance of any legal proceedings.
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(f) Reinstatement. The guarantee contained in this Section 2 shall
continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Obligations is rescinded or must
otherwise be restored or returned by the Lenders upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Company or the
Guarantor, or upon or as a result of the appointment of a receiver, intervenor
or conservator of, or trustee or similar officer for, the Company or the
Guarantor or any substantial part of its property, or otherwise, all as though
such payments had not been made.
(g) Payments. The Guarantor hereby guarantees that payments
hereunder will be paid to the Lenders without set-off or counterclaim in U.S.
dollars at the address set forth or referred to in the Purchase Agreement.
3. Representations and Warranties. The Guarantor hereby makes the
following representations and warranties to Lenders as of the date hereof:
(a) Organization and Qualification. The Guarantor is a corporation,
duly incorporated, validly existing and in good standing under the laws of the
applicable jurisdiction set forth on Schedule 1, with the requisite corporate
power and authority to own and use its properties and assets and to carry on its
business as currently conducted. The Guarantor has no subsidiaries other than
those identified as such on the Disclosure Schedules to the Purchase Agreement.
The Guarantor is duly qualified to do business and is in good standing as a
foreign corporation in each jurisdiction in which the nature of the business
conducted or property owned by it makes such qualification necessary, except
where the failure to be so qualified or in good standing, as the case may be,
could not, individually or in the aggregate, (x) adversely affect the legality,
validity or enforceability of any of this Guaranty in any material respect, (y)
have a material adverse effect on the results of operations, assets, prospects,
or financial condition of the Guarantor or (z) adversely impair in any material
respect the Guarantor's ability to perform fully on a timely basis its
obligations under this Guaranty (a "Material Adverse Effect").
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(b) Authorization; Enforcement. The Guarantor has the requisite
corporate power and authority to enter into and to consummate the transactions
contemplated by this Guaranty, and otherwise to carry out its obligations
hereunder. The execution and delivery of this Guaranty by the Guarantor and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all requisite corporate action on the part of the Guarantor. This
Guaranty has been duly executed and delivered by the Guarantor and constitutes
the valid and binding obligation of Holdings enforceable against the Guarantor
in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally the enforcement of, creditors'
rights and remedies or by other equitable principles of general application.
(c) No Conflicts. The execution, delivery and performance of this
Guaranty by the Guarantor and the consummation by the Guarantor of the
transactions contemplated thereby do not and will not (i) conflict with or
violate any provision of its Certificate of Incorporation or By-laws or (ii)
conflict with, 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, any agreement,
indenture or instrument to which the Guarantor is a party, or (iii) result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which the Guarantor
is subject (including Federal and state securities laws and regulations), or by
which any material property or asset of the Guarantor is bound or affected,
except in the case of each of clauses (ii) and (iii), such conflicts, defaults,
terminations, amendments, accelerations, cancellations and violations as could
not, individually or in the aggregate, have or result in a Material Adverse
Effect. The business of the Guarantor is not being conducted in violation of any
law, ordinance or regulation of any governmental authority, except for
violations which, individually or in the aggregate, do not have a Material
Adverse Effect.
(d) Consents and Approvals. the Guarantor is not required to obtain
any consent, waiver, authorization or order of, or make any filing or
registration with, any court or other federal, state, local, foreign or other
governmental authority or other person in connection with the execution,
delivery and performance by the Guarantor of this Guaranty.
(e) Purchase Agreement. The representations and warranties of the
Company set forth in the Purchase Agreement as they relate to the Guarantor,
each of which is hereby incorporated herein by reference, are true and correct
as of each time such representations are deemed to be made pursuant to such
Purchase Agreement, and the Lenders shall be entitled to rely on each of them as
if they were fully set forth herein, provided, that each reference in each such
representation and warranty to the Company's knowledge shall, for the purposes
of this Section 3, be deemed to be a reference to the Guarantor's knowledge.
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(f) Foreign Law. The Guarantor has consulted with appropriate
foreign legal counsel with respect to any of the above representations for which
non-U.S. law is applicable. Such foreign counsel have advised each applicable
Guarantor that such counsel knows of no reason why any of the above
representations would not be true and accurate. Such foreign counsel were
provided with copies of this Guarantee and the Transaction Documents prior to
rendering their advice.
4. Covenants.
(a) The Guarantor covenants and agrees with the Lenders that, from
and after the date of this Guarantee until the Obligations shall have been paid
in full, such Guarantor shall take, and/or shall refrain from taking, as the
case may be, each commercially reasonable action that is necessary to be taken
or not taken, as the case may be, so that no Event of Default is caused by the
failure to take such action or to refrain from taking such action by such
Guarantor.
(b) So long as any of the Obligations are outstanding, the Guarantor
will not directly or indirectly on or after the date of this Guarantee:
i. except for the Obligations or any indebtedness for borrowed
money secured by a first lien on property acquired by the Guarantor with the
proceeds of such borrowings, and except with the prior written consent of the
Agent (as defined in the Security Agreement), enter into, create, incur, assume
or suffer to exist any indebtedness for borrowed money of any kind, including
but not limited to, a guarantee, on or with respect to any of its property or
assets now owned or hereafter acquired or any interest therein or any income or
profits therefrom that is senior to, or pari passu with, in any respect, the
Guarantor's obligations hereunder;
ii. enter into, create, incur, assume or suffer to exist any
liens of any kind, on or with respect to any of its property or assets now owned
or hereafter acquired or any interest therein or any income or profits therefrom
that is senior to, in any respect, the Guarantor's obligations hereunder;
iii. amend its certificate of incorporation, bylaws or other
charter documents so as to adversely affect any rights of the Holder hereunder;
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iv. repay, repurchase or offer to repay, repurchase or
otherwise acquire more than a de minimis number of shares of its Common Stock or
Common Stock Equivalents;
v. enter into any agreement with respect to any of the
foregoing; or
vi. pay cash dividends on any equity securities of the
Company.
5. Miscellaneous.
(a) Amendments in Writing. None of the terms or provisions of this
Guarantee may be waived, amended, supplemented or otherwise modified except in
writing by the Lenders.
(b) Notices. All notices, requests and demands to or upon the
Lenders or the Guarantor hereunder shall be effected in the manner provided for
in the Purchase Agreements; provided that any such notice, request or demand to
or upon the Guarantor shall be addressed to the Guarantor at its notice address
set forth on Schedule 5(b).
(c) No Waiver By Course Of Conduct; Cumulative Remedies. The Lenders
shall not by any act (except by a written instrument pursuant to Section 5(a)),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any default under the Transaction
Documents or Event of Default. No failure to exercise, nor any delay in
exercising, on the part of the Lenders, any right, power or privilege hereunder
shall operate as a waiver thereof. No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. A waiver by the
Lenders of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Lenders would otherwise have
on any future occasion. The rights and remedies herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of any other
rights or remedies provided by law.
(d) Enforcement Expenses; Indemnification.
(i) The Guarantor agrees to pay, or reimburse the Lenders for,
all its costs and expenses incurred in collecting against the Guarantor under
the guarantee contained in Section 2 or otherwise enforcing or preserving any
rights under this Guarantee and the other Transaction Documents to which the
Guarantor is a party, including, without limitation, the reasonable fees and
disbursements of counsel to the Lenders.
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(ii) The Guarantor agrees to pay, and to save the Lenders
harmless from, any and all liabilities with respect to, or resulting from any
delay in paying, any and all stamp, excise, sales or other taxes which may be
payable or determined to be payable in connection with any of the transactions
contemplated by this Guarantee.
(iii) The Guarantor agrees to pay, and to save the Lenders
harmless from, any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Guarantee to the extent the Company would
be required to do so pursuant to the Purchase Agreement.
(iv) The agreements in this Section shall survive repayment of
the Obligations and all other amounts payable under the Purchase Agreement and
the other Transaction Documents.
(e) Successor and Assigns. This Guarantee shall be binding upon the
successors and assigns of the Guarantor and shall inure to the benefit of the
Lenders and their respective successors and assigns; provided that the Guarantor
may not assign, transfer or delegate any of its rights or obligations under this
Guarantee without the prior written consent of the Lenders.
(f) Set-Off. The Guarantor hereby irrevocably authorizes the Lenders
at any time and from time to time while an Event of Default under any of the
Transaction Documents shall have occurred and be continuing, without notice to
the Guarantor or any other guarantor, any such notice being expressly waived by
the Guarantor, to set-off and appropriate and apply any and all deposits,
credits, indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by the Lenders to or for the credit or the account of the Guarantor, or
any part thereof in such amounts as the Lenders may elect, against and on
account of the obligations and liabilities of the Guarantor to the Lenders
hereunder and claims of every nature and description of the Lenders against the
Guarantor, in any currency, whether arising hereunder, under the Purchase
Agreement, any other Transaction Document or otherwise, as the Lenders may
elect, whether or not the Lenders have made any demand for payment and although
such obligations, liabilities and claims may be contingent or unmatured. The
Lenders shall notify the Guarantor promptly of any such set-off and the
application made by the Lenders of the proceeds thereof, provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of the Lenders under this Section are in addition to
other rights and remedies (including, without limitation, other rights of
set-off) which the Lenders may have.
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(g) Counterparts. This Guarantee may be executed by one or more of
the parties to this Guarantee on any number of separate counterparts (including
by telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
(h) Severability. Any provision of this Guarantee which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
(i) Section Headings. The Section headings used in this Guarantee
are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.
(j) Integration. This Guarantee and the other Transaction Documents
represent the agreement of the Guarantor and the Lenders with respect to the
subject matter hereof and thereof, and there are no promises, undertakings,
representations or warranties by the Lenders relative to subject matter hereof
and thereof not expressly set forth or referred to herein or in the other
Transaction Documents.
(k) Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS.
(l) Submission to Jurisdictional; Waiver. The Guarantor hereby
irrevocably and unconditionally:
(i) submits for itself and its property in any legal action or
proceeding relating to this Guarantee and the other Transaction Documents to
which it is a party, or for recognition and enforcement of any judgment in
respect thereof, to the non-exclusive general jurisdiction of the Courts of the
State of New York, located in New York County, New York, the courts of the
United States of America for the Southern District of New York, and appellate
courts from any thereof;
(ii) consents that any such action or proceeding may be
brought in such courts and waives any objection that it may now or hereafter
have to the venue of any such action or proceeding in any such court or that
such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;
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(iii) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to the
Guarantor at its address referred to in the Purchase Agreement or at such other
address of which the Lenders shall have been notified pursuant thereto;
(iv) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit
the right to xxx in any other jurisdiction; and
(v) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding referred
to in this Section any special, exemplary, punitive or consequential damages.
(m) Acknowledgements. The Guarantor hereby acknowledges that:
(i) it has been advised by counsel in the negotiation,
execution and delivery of this Guarantee;
(ii) the Lenders have no fiduciary relationship with or duty
to any Guarantor arising out of or in connection with this Guarantee or any of
the other Transaction Documents, and the relationship between the Guarantors, on
the one hand, and the Lenders, on the other hand, in connection herewith or
therewith is solely that of debtor and creditor; and
(iii) no joint venture is created hereby or by the other
Transaction Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Guarantor and the Lenders.
(n) Release of Guarantor. Subject to Section 2.6, the Guarantor will
be released from all liability hereunder concurrently with the repayment in full
of all amounts owed under the Purchase Agreements, the Debentures and the other
Transaction Documents.
(o) Seniority. The Obligations of the Guarantor hereunder rank
senior in priority to any other unsecured Debt (as defined in the Debentures) of
such Guarantor.
(p) Waiver of Jury Trial. THE GUARANTOR AND, BY ACCEPTANCE OF THE
BENEFITS HEREOF, THE LENDERS, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL
BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY
COUNTERCLAIM THEREIN.
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IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to
be duly executed and delivered as of the date first above written.
AZUR HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: President
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