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EXHIBIT 10 (g)
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TERMINATION OF GUARANTY
THIS TERMINATION OF GUARANTY (the "Termination Agreement") is made and
entered into as of this 17th day of September, 1996, by and among ASA
INVESTMENTS, INC., a Delaware corporation ("Guarantor"), MANUFACTURERS HANOVER
LEASING INTERNATIONAL CORP. ("MHLI"), BANK OF AMERICA ILLINOIS ("Bank
America"), NATIONSBANK, N.A. (SOUTH) ("NationsBank"), NATIONAL BANK OF CANADA
("National Canada"), XXX XXXXX XXXX XX XXXXXX ("Xxxxx Xxxxxx"), CANADIAN
IMPERIAL BANK OF COMMERCE ("CIBC"), KAWASAKI LEASING, (USA) INC. ("Kawasaki"),
and SOUTHTRUST BANK OF GEORGIA, N.A. ("SouthTrust") (MHLI, Bank America,
NationsBank, National Canada, Royal Canada, CIBC, Kawasaki, and SouthTrust are
hereinafter sometimes referred to collectively as the Lenders" and
individually as a "Lender").
W I T N E S E T H T H A T
WHEREAS, Guarantor has previously executed and delivered for the
benefit of Lenders that certain Guaranty dated December 24, 1986 (the
"Guaranty") under which Guaranty the Guarantor has guaranteed certain
obligations owed by Atlantic Southeast Airlines, Inc. ("ASA") to the Lenders as
described in the Guaranty (collectively the "Subject Obligations"); and
WHEREAS, notwithstanding that the Subject Obligations shall remain in
existence, pursuant and in accordance with Item 12 of the Guaranty, the Lenders
and the Guarantor desire to terminate the Guaranty so as to relieve the
Guarantor from all further responsibility and liability under the Guaranty.
NOW THEREFORE, for and in consideration of the mutual promises
contained herein, Ten ($10) Dollars in hand paid by Guarantor to each Lender,
and other good and valuable consideration, the receipt, adequacy and
sufficiency of which is hereby acknowledged, the parties hereto do hereby agree
as follows:
1. The parties hereby terminate the Guaranty and agree that the
Guaranty shall be of no further or continuing force or effect. The Lenders
agree that the Guarantor is hereby relieved of all responsibilities,
obligations, and liabilities incurred under or in connection with the Guaranty
and shall have no responsibility whatsoever for all or any part of the Subject
Obligations. Each Lender does hereby for and on behalf of itself and its
respective successors and assigns, release, remise and forever discharge
Guarantor and all of its respective successors and assigns (other than ASA) of
and from any and all debts, claims, causes of action, and other amounts arising
under or in connection with the Guaranty or the Subject Obligations.
2. This Termination Agreement shall be governed by the laws of
the State of Georgia. This Termination Agreement may be executed in one or
more counterparts all of which
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together shall constitute one in the same original. This Termination Agreement
shall be binding upon the parties hereto and their respective heirs,
successors, assigns, and legal representatives.
IN WITNESS WHEREOF, the Guarantor and each Lender have each caused
this Termination Agreement to be executed by its duly authorized officers and
its seal to be affixed hereto as of the day and year first above written.
MANUFACTURERS HANOVER ASA INVESTMENTS, INC.
LEASING INTERNATIONAL CORP.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxx
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Its: Attorney-in-Fact Its: Treasurer
BANK OF AMERICA NATIONSBANK, N.A. (SOUTH)
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
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Its: Senior Vice President Its: Senior Vice President
NATIONAL BANK OF CANADA THE ROYAL BANK OF CANADA
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxx Xxxxxxxx
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Its: Vice President Its: Senior Manager
CANADIAN IMPERIAL BANK OF KAWASAKI LEASING, (USA)
COMMERCE INC.
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxx
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Its: Authorized Signatory Its: President
SOUTHTRUST BANK OF GEORGIA, N.A.
By: /s/ Xxx Xxxxxxxx
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Its: Vice President
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