EXHIBIT 99.4
GUARANTY
This Guaranty ("Guaranty") is given this 8th day of November, 2000, by
Sonera Corporation, a limited liability company organized under the laws of the
Republic of Finland ("Parent") with reference to the Stock Purchase Agreement
dated as of November 8, 2000 (the "Agreement"), by and between Metro One
Telecommunications, Inc., an Oregon corporation ("Seller"), and Sonera Media
Holding B.V., a company organized under the laws of the Netherlands
("Purchaser") and a wholly-owned subsidiary of Parent. Capitalized terms used
but not defined in this Guaranty shall have the meanings given them in the
Agreement.
In consideration of the Seller entering into the Agreement with
Purchaser, Parent hereby irrevocably guarantees the performance of all
obligations of Purchaser and of any other Affiliates of Parent while it remains
an Affiliate of Parent, that may become an obligor under the Agreement, the
Registration Rights Agreement or the Investment Agreement attached thereto as
Annexes I and II, respectively, and any other agreements executed by Purchaser
in connection therewith, as they may be amended from time to time (collectively,
with the Agreement, the "Transaction Agreements"), including, without
limitation, the obligation of Purchaser to pay the Aggregate Purchase Price
pursuant to Section 2.2 of the Agreement (together, the "Obligations"). Upon any
alleged default by Purchaser (or other Affiliate of Parent) of any Obligations,
the Seller shall notify Parent, at the address and in the manner prescribed for
notices under the Agreement, of the precise nature of the alleged default
(including a description of the relevant facts and specific provisions of the
Transaction Agreements). If Parent fails to cure the default within 10 Business
Days of receipt of such notice, or if cure is not practicable within such
period, if Parent fails within 10 Business Days to initiate and continue
reasonable efforts to cure promptly the default, Seller may proceed directly
against Parent for payment or performance of such Obligations. Seller and
Purchaser, with notice to Parent from time to time may waive, amend, rescind or
modify any of the terms of the Obligations according to the terms of the
applicable agreement or agreements, or consent to, permit or effect any of the
foregoing. Parent expressly waives and dispenses with any notice of the
acceptance of this Guaranty without affecting the validity or enforceability of
this Guaranty or Parent's liability hereunder.
Except as expressly set forth herein, Seller's rights and Parent's
obligations under this Guaranty shall be no more and no less extensive than
those required of Purchaser under the Transaction Agreements, and Parent shall
be entitled to assert with respect to any claim under this Guaranty, any and all
defenses, set-offs, counterclaims and other rights or remedies available to
Purchaser under the applicable Transaction Agreement or otherwise at law or
equity, excluding any matters expressly waived in this Guaranty.
This Guaranty shall not confer any rights or remedies upon any person
other than Seller and its successors. This Guaranty shall be binding upon and
inure to the benefit of the successors and assigns of Parent.
This Guaranty shall be governed by the laws of the State of New York
without reference to the principles or rules governing conflicts of laws.
This Guaranty may not be amended, changed, modified, altered or
terminated except as expressly provided herein, without the written consent of
Seller, and such consent shall be effective only in that specific instance and
for the specific purpose for which it is given.
IN WITNESS WHEREOF, Parent has caused this Guaranty to be duly executed
as of the date and year first above written.
SONERA CORPORATION
By: /s/ OLLI X. XXXXXXXX
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Name: Olli X. Xxxxxxxx
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Title: Attorney-in-Fact
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