GUARANTEE
Each Guarantor, as defined in the Indenture (the "Indenture"), referred to
in the Note upon which this notation is endorsed, (i) has jointly and severally
unconditionally guaranteed (a) the full and punctual payment of the principal
of, premium and interest and Liquidated Damages, if any, on the Notes, whether
at maturity or an interest payment date, by acceleration, call for redemption or
other wise, (b) the full and punctual payment of interest on the overdue
principal and premium of, and interest and Liquidated Damages, if any, on the
Notes, and (c) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, the same shall be promptly paid in full
when due in accordance with the terms of the extension or renewal, whether at
stated maturity, by accelera tion or otherwise and (ii) has agreed to pay any
and all costs and expenses (including reasonable attorneys' fees) incurred by
the Trustee or any Holder in enforcing any rights under this Note Guarantee.
Notwithstanding the foregoing, in the event that the Guarantor would
constitute or result in a violation of any applicable fraudulent conveyance or
similar law of any relevant jurisdiction, the liability of such Guarantor under
its Note Guarantee shall be reduced to the maximum amount permissible under such
fraudu lent conveyance or similar law.
No past, present or future director, officer, employee, agent, incorpo
rator, stockholder or agent of any Guarantor, as such, shall have any liability
for any obligations of the Company or any Guarantor under the Notes, any Note
Guarantee, Indenture, any supplemental Indenture delivered pursuant to the
Indenture by such Guarantor or any Note Guarantees, or for any claim based on,
in respect of or by reason of such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability.
This Note Guarantee shall be binding upon each Guarantor and its successors
and assigns and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders and, in the event of any transfer or assignment of
rights by the Holder or the Trustee, the rights and privileges herein conferred
upon that party shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof.
1
This Note Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Note upon which this Note Guarantee is
noted have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers. Capitalized terms used herein have
the meaning assigned to them in the Indenture.
Bright Personal Communications Services, LLC
By: /s/ Xxxxxxx X. XxXxxx
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Name: Xxxxxxx X. XxXxxx
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Title: President
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Dated as of September 26, 2000
