UNCONDITIONAL CONTINUING GUARANTY
(LOAN AGREEMENT)
THIS UNCONDITIONAL CONTINUING GUARANTY (this "GUARANTY") is made and
entered into as of September 4, 1996, by and between Siemens Xxxxxxxxx-Xxxxxxx
("LENDER"), whose principal place of business is located at 000 Xxxxxx Xxxxx
Xxxxxxx, Xxxx Xxxxx, Xxxxxxx 00000 and GST USA, Inc. ("GUARANTOR"), whose
address is 0000 Xxxxxxxxx Xxxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxxxx 00000.
1. GUARANTY. In order to induce Lender, and in consideration thereof,
to enter into that certain Loan and Security Agreement dated as of the date
hereof (the "AGREEMENT"), with GST Switchco, Inc. ("BORROWER") and, subject to
Section 2 below, Guarantor unconditionally, absolutely and irrevocably
guarantees the punctual payment when due, whether at stated maturity, by
acceleration or otherwise, of all obligations of Borrower now or hereafter
existing to Lender under the Agreement and the Note (collectively,
"OBLIGATIONS"), including, but not limited to, the repayment to Lender of all
sums presently due and owing, and all sums that in the future become due and
owing, from Borrower to Lender arising under the Agreement. All capitalized
terms not otherwise defined herein shall have the same meaning as set forth in
the Agreement.
2. LIMITATION ON GUARANTOR'S LIABILITY. Guarantor's liability under
this Guaranty shall be limited to the sum of (a) the lesser of (i) fifty-five
percent (55%) of the principal and interest outstanding under Loans, other than
Loans used by Borrower to finance the acquisition Cable or (ii) Forty-Five
Million Dollars ($45,000,000), and (b) one hundred percent (100%) of the
outstanding principal and interest under Loans used to finance the acquisition
of Cable and all reasonable attorneys' fees and costs incurred by Lender in the
enforcement of the Agreement or this Guaranty.
3. OBLIGATIONS. The Obligations include any and all loans, advances,
indebtedness and other obligations owed by Borrower to Lender under the
Agreement of every description, whether now existing or hereafter arising,
whether direct or indirect, fixed or contingent or liquidated or unliquidated.
4. ATTORNEY'S FEES. If Lender incurs attorney's fees relating to the
enforcement of this Guaranty, Guarantor agrees to pay Lender such reasonable
attorney's fees plus all reasonable costs and expenses relating thereto.
Guarantor agrees to pay Lender's reasonable attorney's fees relating to any
action, suit, counterclaim, post-judgment motions, bankruptcy litigation,
appeal, arbitration or mediation relating to the enforcement of this Guaranty.
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5. WAIVERS.
5.1. SCOPE OF RISK DEFENSES. Lender may at any time and from time to
time, without notice or the consent of Guarantor, and without affecting or
impairing the liability of Guarantor hereunder, do any of the following: (i)
renew, modify, or extend (including extensions beyond the original term) any
Obligations of Borrower, of its customers, of any co-guarantors (whether
hereunder or under a separate instrument) or of any other party at any time
directly or contingently liable for the payment of any said Obligations; (ii)
accept partial payments of said Obligations; (iii) settle, discharge, release
(by operation of law or otherwise), compound, compromise, collect or liquidate
any of said Obligations and the security therefor in any manner; (iv) consent to
the transfer or sale of security, or (v) bid and purchase at any sale of any
security; or (vi) change the terms of the Obligations, including increases or
decreases in payments or any interest rate adjustments.
5.2. PRIMARY OBLIGATION DEFENSES. Guarantor waives any rights to
require Lender to (i) proceed against Borrower or any other guarantor or party;
(ii) proceed against or exhaust any security held from Borrower or any other
guarantor; or (iii) pursue any other remedy in Lender's power whatsoever.
Guarantor waives any defense based on or arising out of any defense of Borrower
in respect of the Obligations, whether such defense arises by operation of law,
bankruptcy of Borrower or otherwise, including without limitation, any defense
based on or arising out of any disability of Borrower or the unenforceability of
the Obligations from any cause. Guarantor waives any defense based on any
applicable statute of limitations or statute of frauds.
5.3. COMMERCIALLY REASONABLE SALE AND ANTI-DEFICIENCY LAWS. Lender
may, at Lender's election, foreclose on any security held by Lender by one or
more judicial or nonjudicial sales, whether or not every aspect of any such sale
is commercially reasonable, or exercise any other right or remedy Lender may
have against Borrower, or any security, without affecting or impairing in any
way the liability of Guarantor except to the extent the Obligations have been
paid. Guarantor waives any defense arising out of any such election by Lender,
even though such election operates to impair or extinguish any right of
reimbursement or subrogation or other right or remedy of Lender against Borrower
or any security. In the absence of agreeing to the waivers contained in this
Section 5.3, Guarantor may have the right of subrogation or reimbursement
against Borrower. For example, if Lender elects to foreclose, by nonjudicial
sale, any deeds of trust securing any indebtedness of Borrower to Lender,
causing Guarantor to lose any such rights or create defenses to enforcement of
this Guaranty, Guarantor gives up any such potential defenses by agreeing to the
waivers contained in this Section 5.3. Guarantor also expressly waives any
defense or benefit that may be derived from any "one form of action" rule or
anti-deficiency statute and all suretyship defenses it would otherwise have
under the laws of any state.
5.4. DISCLOSURE DEFENSES. Guarantor expressly waives all set-offs
and counterclaims and waives all notices, protests and demands including,
without limitation,
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notice of default in the payment of rents or in the performance or in the
observance of any of the terms, provisions, covenants or conditions contained in
any agreement between Lender and Borrower.
5.5. IMPAIRMENT OF COLLATERAL DEFENSE. Guarantor expressly agrees
that the validity of this Guaranty and the obligations of Guarantor shall not be
terminated, affected or impaired by reason of the waiving, delaying, exercising
or non-exercising of any of Lender's rights against Borrower pursuant to the
Agreement or against Guarantor by reason of this Guaranty or as a result of the
substitution, release, repossession, sale, disposition or destruction of any
collateral or of the items leased or to be leased to Borrower. Guarantor shall
not be released or discharged, either in whole or in part, by Lender's failure
or delay (a) to perfect or continue the perfection of any security interest in
any property which secures the Obligations of Borrower to Lender or (b) to
protect the property covered by such security interest.
5.6. GUARANTOR'S RIGHT TO REVOKE. Guarantor expressly waives the
right to revoke or terminate this Guaranty, including any statutory right of
revocation under the laws of any state.
6. FINANCIAL CONDITION OF BORROWER. Guarantor (a) assumes all
responsibility for being and keeping informed of Borrower's financial condition
and assets and of all other circumstances bearing upon the risk of nonpayment of
the Obligations and the nature, scope and extent of the risks which Guarantor
assumes and incurs hereunder and (b) agrees that Lender shall have no duty to
advise Guarantor of information known to it regarding such circumstances or
risks.
7. SUBROGATION. If an Event of Default has occurred and is continuing
under the Agreement, Guarantor shall not exercise any rights which it may
acquire by way of subrogation under this Guaranty, by any payment made hereunder
or otherwise, until all of the Obligations shall have been paid in full and the
obligation of Lender under the Agreement to make Loans shall have expired or
been terminated. If an Event of Default has occurred and is continuing, any
amount that is paid to Guarantor on account of such subrogation rights at any
time prior to the later of the payment in full of the Obligations or the
expiration or termination of the obligation of Lender under the Agreement to
make Loans, shall be held in trust for the benefit of Lender and paid forthwith
to Lender to either, in Lender's sole discretion, (x) be credited and applied
upon the Obligations, whether matured or unmatured, in accordance with the terms
of the Agreement or (y) be held by Lender as collateral security for any
Obligations thereafter existing. If (i) Guarantor makes payment to Lender of all
or any part of the Obligations, (ii) all the Obligations are paid in full and
(iii) the obligation of Lender under the Agreement to make Loans has expired or
terminated, Lender will, at Guarantor's request, execute and deliver to
Guarantor appropriate documents, without recourse and without representation or
warranty, necessary to evidence the transfer by subrogation to Guarantor of an
interest in the Obligations resulting from such payment by Guarantor.
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8. RECOVERY OF PREFERENCES. If a claim of a preference payment or a
claim of fraudulent transfer is made upon Lender at any time for repayment or
recovery of any amount(s) or other value received by Lender, from any source, in
payment of or on account of any of the Obligations guaranteed hereunder and
Lessor repays or otherwise becomes liable for all or any part of such claim by
reason of (i) any judgment, decree or order of any court or administrative body
having competent jurisdiction or (ii) any settlement or compromise of any such
claim, Guarantor shall remain liable to Lender hereunder for the amount so
repaid or for which Lender is otherwise liable to the same extent as if such
amount(s) had never been received by Lender, notwithstanding any termination
hereof.
9. REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to
Lender as of the Effective Date that:
9.1. It is a corporation duly organized, validly existing and in
good standing under the laws of the country, state or province of its
incorporation;
9.2. It is duly qualified to do business and is in good standing in
each jurisdiction where the failure to qualify would have a material adverse
effect on the business, condition (financial or otherwise) or operations of
Guarantor (a "MATERIAL ADVERSE EFFECT");
9.3. It has the requisite power and authority to own its properties,
to carry on its business as now conducted or as presently contemplated and to
own, operate and maintain such properties;
9.4. It has the power to execute, deliver and perform this Guaranty;
9.5. The execution, delivery and performance of this Guaranty:
9.5.1. has been duly authorized by Guarantor's Board of
Directors and, if necessary, Guarantor's shareholders;
9.5.2. do not violate (a) any provision of law or any rules or
regulations applicable to Guarantor or its business, (b) Guarantor's Articles of
Incorporation or Bylaws, (c) any applicable order of any court or any
governmental authority or (d) any indenture, agreement for borrowed money, bond,
note or other similar instrument or any other agreement to which Guarantor is a
party or by which Guarantor or any of Guarantor's property is bound, where such
violation would have a Material Adverse Effect;
9.5.3. do not conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
indenture, agreement for borrowed money, bond, note or similar instrument or
material agreement to which Guarantor is a party or by which Guarantor or any of
Guarantor's property is bound in a manner which would have a Material Adverse
Effect;
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9.5.4. do not result in the creation or imposition of any Lien
of any nature whatsoever upon any property or assets of Guarantor, which Lien
would have a Material Adverse Effect;
9.5.5. constitutes a legal, valid and binding obligation of
Guarantor enforceable against Guarantor in accordance with its respective terms,
subject, as to enforcement, to applicable or bankruptcy, reorganization,
insolvency and similar laws affecting creditors' rights generally and to
moratorium laws from time to time in effect; and
9.5.6. do not as of the execution hereof require any
governmental consent, filing, registration or approval where the failure to
receive such requirement would have a Material Adverse Effect;
9.6. Guarantor has furnished to Lender a Balance Sheet of Guarantor,
dated as of March 31, 1996 (the "BALANCE SHEET"), attached hereto as EXHIBIT A.
As of the Effective Date, (a) the Balance Sheet fairly represents such company's
assets, liabilities and financial condition as of such date according to GAAP;
(b) there are no material representations or omissions from the Balance Sheet or
any other facts or circumstances not reflected in the Balance Sheet which are or
may be material; and (c) there has been no material adverse change in the
condition (financial or otherwise), operations or properties of such company
since the date of the Balance Sheet.
9.7. There are no actions, suits at law or in equity or by or before
any governmental instrumentality or other agency now pending, or to the
knowledge of Guarantor, threatened against Guarantor or affecting any property
or rights of Guarantor as to which there is a reasonable possibility of an
adverse determination which, if adversely determined, would in individually or
in the aggregate materially impair the right of Guarantor to carry on its
business or would have any Material Adverse Effect;
9.8. Guarantor has filed or caused to be filed all federal, state
and local tax returns which are required to be filed as paid or caused to be
paid all taxes as shown on such returns or on any assessment received by it to
the extent that such taxes have become due, except such taxes, the amount,
applicability or validity of which are being contested in good faith by
appropriate proceedings with respect to which the Guarantor shall have set aside
on its books adequate reserves which respect to such taxes and required by GAAP,
where the failure to file such returns or pay such taxes would have a Material
Adverse Effect;
9.9. Guarantor is not in default, which default would have a
Material Adverse Effect: (a) with respect to any judgment, writ, injunction,
decree, rule or regulation of any governmental instrumentality or other agency,
or (b) in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in any material agreement or instrument to
which Guarantor is a party or by which its assets are bound;
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9.10. Guarantor has obtained any and all licenses, authorizations,
certificates, and approvals of any federal, state or local governmental agency,
authority or instrumentality having jurisdiction over Guarantor required for
Guarantor to conduct its business as now conducted, where the lack thereof would
have a Material Adverse Effect;
9.11. Guarantor's operations comply in all material respects with
all applicable federal, state or local laws and regulations where the failure to
so comply would have a Material Adverse Effect. To the knowledge of Guarantor,
none of the properties owned, leased, used or operated by Guarantor or the
operation of business of Guarantor is subject to any judicial or administrative
proceeding alleging the violation of any federal, state or local laws, or
regulations or ordinances, including, without limitation, any communications,
utilities, environmental, health or safety statute, regulation or order, which
violation would have a Material Adverse Effect;
9.12. To the knowledge of Guarantor, none of the operations or
business of Guarantor is the subject of any federal or state investigation
evaluating whether any material Remedial Action is needed to respond to a
Release of any Contaminant into the indoor or outdoor environment. Guarantor has
not filed any notice under any federal or state law indicating past or present
treatment, storage or disposal of a hazardous waste or reporting a Release of
any Contaminate into the indoor or outdoor environment. There is no contingent
liability of Guarantor of which Guarantor has knowledge or reasonably should
have knowledge in connection with any Release of any Contaminant into the indoor
or outdoor environment which would have a Material Adverse Effect;
9.13. Guarantor and its ERISA Affiliates (i) have fulfilled their
obligations under any applicable the minimum funding standards of ERISA with
respect to each employment benefit plan subject to ERISA, are in compliance in
all material respects with the applicable provisions of ERISA and have not
incurred any liability to the PBGC or any such plan under Title IV of ERISA; and
(ii) no "prohibitive transaction" or "reportable event", as such terms are
defined in ERISA, has occurred with respect to any such plan, where the failure
to comply with the foregoing would have a Material Adverse Effect;
9.14. Guarantor is not an "investment company" as that term is
defined in, and is not otherwise subject to regulation under, the Investment
Company Act of 1940. Guarantor is not a "holding company" as that term is
defined in, and is not otherwise subject to regulation under, the "Public
Utility Holding Company Act of 1935;" and
9.15. Guarantor is not engaged principally, or as one of its
important activities in the business of extending credit for the purpose of
purchasing or carrying any margin stock (within the meaning of Regulation G of
the Board of Governors of the Federal Reserve Network of the Unites States) and
no part of the proceeds of the Loans will be used to purchase or carry any such
margin stock or to extend credit to others for the purpose of purchasing or
carrying any such margin stock or for the purpose that violates, or is
inconsistent with, the provisions of Regulation G, T, U or X of the Board of
Governors.
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10. AFFIRMATIVE COVENANTS. Guarantor covenants and agrees with Lender
that so long as the Agreement and this Guaranty shall remain in effect or any
Obligations to Lender hereunder or under any of the other Loan Documents are
unpaid:
10.1. Guarantor shall preserve and maintain its corporate
existence, rights, franchises and privileges in the jurisdiction of its
organization, and qualify and remain qualified as a foreign corporation in all
jurisdictions in which such qualification is necessary in view of its business
operations and property.
10.2. Guarantor shall comply in all material respects with all laws
and regulations applicable to it and shall obtain and maintain all governmental
consents, filings, registrations and approvals where the failure to do so would
have a Material Adverse Effect.
10.3. Guarantor shall at all times maintain in good repair, working
order and condition, excepting ordinary wear and tear and obsolescence, all of
its properties material to its operations and make all appropriate repairs,
replacements and renewals thereof, in each case consistent with sound business
practice where the failure to do so would have a Material Adverse Effect.
10.4. Guarantor shall: (a) maintain in full force and effect on
such of its properties, including real property and personal property, insurance
against such risks and in such amounts as is customarily maintained by similar
businesses of similar size and (b) maintain in full force and effect public
liability insurance against claims for personal injury or death or property
damage occurring upon, in, about or in connection with the use of any properties
owned, occupied or controlled by Guarantor in such amounts as is customarily
maintained by similar business of similar size.
10.5. Guarantor shall pay and discharge promptly all taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits or in respect of its property before the same shall become in
default, as well as all lawful claims for labor, materials and supplies or
otherwise which, if unpaid, might become a Lien upon such properties or any part
thereof; PROVIDED, HOWEVER, that Guarantor shall not be required to pay and
discharge or to cause to be paid and discharged any such tax, assessment,
charge, levy or claim so long as (i) the validity or amount thereof shall be
contested in good faith by appropriate proceedings diligently pursued and
Guarantor shall set aside on its books such reserves as are required by GAAP
with respect to any such tax, assessment, charge, levy or claim so contested and
(ii) Guarantor's failure to do so would not have a Material Adverse Effect.
10.6. Guarantor shall furnish to Lender:
10.6.1. within five (5) days after any periodic filings with
the U.S. Securities and Exchange Commission by GST Telecommunications, Inc.
("GST") with respect to the end of each Fiscal Year, copies of such filing;
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10.6.2. within five (5) days after any corresponding periodic
filings with the U.S. Securities and Exchange Commission by GST with respect to
the end of each Fiscal Year, an annual unaudited balance sheet and income
statement for Guarantor for such fiscal year, which balance sheet and income
statement shall fairly represent Guarantor's assets, liabilities and financial
condition as of such date according to GAAP and shall indicate the equity
contributions made by Guarantor's shareholders as of such date according to GAAP
and shall contain no misrepresentations or omissions of any other facts or
circumstances which are material;
10.6.3. within five (5) days after any corresponding periodic
filing with the Securities and Exchange Commission by GST with respect to each
of the first three financial quarters of each Fiscal Year, an unaudited balance
sheet and income statement for Guarantor as of the end of each such quarter and
for the then elapsed portion of such Fiscal Year, which balance sheet and income
statement shall fairly represent Guarantor's assets, liabilities and financial
condition as of such date according to GAAP and shall indicate the equity
contributions made by Guarantor's shareholders and shall contain no
misrepresentations or omissions of any other facts or circumstances as of such
date according to GAAP which are material;
10.6.4. Concurrently with the financial materials provided
pursuant to Section 10.6.2 and Section 10.6.3 above, (i) a certificate of
Guarantor to the effect that such materials present fairly the financial
position and results of operations of Guarantor, subject to normal year-end
audit adjustments and (ii) with respect to the financial materials provided
pursuant to Section 10.6.3, a certificate constituting a bridge between such
materials and the assets and liabilities of GST, in each case executed on its
behalf by its Chief Financial Officer, Chief Accounting Officer or Treasurer
("BRIDGE CERTIFICATE"). Guarantor represents and warrants that the Bridge
Certificate shall be accurate in all material respects.
10.6.5. Immediately upon obtaining knowledge of any condition
or event which either constitutes and Event of Default or which, after notice or
lapse of time or both, would constitute an Event of Default, or which
constitutes a breach of any covenant herein, or which renders any representation
or warranty contained herein materially false or misleading, a certificate of
Guarantor, signed by an authorized officer of Guarantor, specifying in
reasonable detail the nature and period of existence thereof and what corrective
action Guarantor has taken or proposes to take with respect thereto;
10.6.6. Concurrent with providing the financial statements
referred to in Section 10.6.1, a certificate of Guarantor, executed for and on
its behalf by an authorized officer of Guarantor, stating that there does not
exist any condition or event which either constitutes an Event of Default or
which, after notice or lapse of time or both, would constitute an Event of
Default or which constitutes a breach of any covenant hereunder or which renders
any representation or warranty herein materially false or misleading; and
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10.6.7. Promptly from time to time such other information
regarding the operations and condition (financial or otherwise) of Guarantor or
its business as Lender may reasonably request.
10.7. Guarantor shall give Lender prompt written notice of the
following: (a) all events of defaults or any event that would become an event of
default upon notice or lapse of time or both under any of the terms or
provisions of any note, or of any other evidence of indebtedness or agreement or
contract governing the borrowing of money, of Guarantor that would have a
Material Adverse Effect; (b) any levy, attachment, execution or other process
against any of the property or assets, real or personal of Guarantor that would
have a Material Adverse Effect; (c) the filing or commencement of any action,
suit or proceeding by or before any court or any federal, state, municipal or
other governmental department, commission, instrumentality or agency which, if
adversely determined against Guarantor, would materially impair either
Guarantor's right to carry on its business substantially as now conducted or
contemplated or result in a Material Adverse Effect; and (d) any other matter
which has resulted in or which Guarantor reasonably believes will result in, a
Material Adverse Effect.
10.8. If Guarantor shall receive notice: (a) that violation of any
federal, state or local environmental law regulation may have been committed or
is about to be committed by Guarantor that would have a Material Adverse Effect;
(b) that any administrative or judicial complaint or order has been filed or is
about to be filed against Guarantor alleging violations of any federal, state or
local environmental law or regulation or requiring Guarantor to take any action
in connection with any Release of any Contaminant into the outdoor or indoor
environment, which violation or Release would have a Material Adverse Effect;
(c) from a federal, state or local governmental agency or private party alleging
that Guarantor may be liable or responsible for costs associated with a response
to or clean-up of a Release or of any Contaminant into the indoor or outdoor
environment or any damages caused thereby which liability would have a Material
Adverse Effect; or (d) of the enactment or promulgation of any federal, state or
local environmental law or regulation; which may result in any Material Adverse
Effect, then Guarantor shall provide Lender with a copy of such notice within
fifteen (15) days of its receipt thereof.
11. NEGATIVE COVENANTS
11.1. Guarantor covenants and agrees with Lender that so long as
the Agreement and this Guaranty shall remain in effect or the Obligations under
the Agreement or under any of the Loan Documents shall be unpaid, without the
prior written consent of Lender, Guarantor shall not: (a) consolidate or merge
with any other person unless Guarantor or an affiliate is the surviving entity;
(b) sublease, transfer or otherwise dispose of all or substantially all of its
assets in any transaction or series of related transactions, except for sales
and subleases in the ordinary course of business, which shall include
disposition of assets that are obsolete, surplus or replaced; (c) liquidate,
dissolve or effect a recapitalization or reorganization in any form of
transaction; or (d) become subject to any agreement or
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instrument which by its terms would restrict Guarantor's rights or ability to
perform any of its obligations to Lender pursuant to the terms of this Guaranty.
11.2. Guarantor covenants and agrees with Lender that so long as
the Agreement and this Guaranty shall remain in effect or the Obligations under
the Agreement or under any of the Loan Documents shall be unpaid, without the
prior written consent of Lender, Guarantor shall not and shall not permit any
Affiliate of Guarantor to, create, incur, assume or suffer to exist any lien on
any of Guarantor's or such Affiliate's assets unless all amounts due under the
Loan Documents are directly secured equally and ratably with or prior to the
obligation secured by such lien; provided, however, that the foregoing
limitation shall not apply to the liens listed in (a) clause (i) through (vii)
of Section 4.09 of the Senior Notes Indenture, dated as of December 19, 1995,
among GST, the Guarantor and United States Trust Company of New York and (b)
clauses (i) through (vii) of Section 4.10 of the Convertible Notes Indenture,
dated as of December 19, 1995, among GST, Guarantor and United States Trust
Company of New York.
12. BINDING ON SUCCESSORS AND ASSIGNS. This Guaranty shall bind
Guarantor's respective heirs, administrators, personal representatives,
successors and assigns, and shall inure to the benefit of Lender's successors
and assigns, including, without limitation, any party to whom Lender may assign
the Agreement; and Guarantor hereby waives notice of any such assignment. All of
Lender's rights are cumulative and not alternative.
13. MISCELLANEOUS. This Guaranty contains the entire agreement of the
parties hereto and no other oral or written agreement exists. This Guaranty may
not be amended or modified except by a writing signed by Lender and Guarantor.
This Guaranty is a valid and subsisting legal instrument and no provision which
may be deemed unenforceable shall in any way invalidate any other provision or
provisions, all of which shall remain in full force and effect. No invalidity,
irregularity or unenforceability of all or any part of the Obligations nor any
other circumstance which might be a legal defense of a guarantor shall affect,
impair or be a defense to this Guaranty. Each of the persons who has signed this
or any other Guaranty has unconditionally delivered it to Lender, and the
failure to sign this or any other Guaranty by any other person shall not
discharge the liability of any signer.
14. CHOICE OF LAW AND FORUM. THIS GUARANTY SHALL IN ALL RESPECTS BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND GUARANTOR
AGREES TO SUBMIT TO THE JURISDICTION OF THE STATE AND/OR FEDERAL COURTS IN THE
STATE OF NEW YORK. GUARANTOR HEREBY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY
MATTERS ARISING OUT OF THIS GUARANTY OR THE CONDUCT OF THE RELATIONSHIP BETWEEN
LENDER AND GUARANTOR.
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IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly
executed and delivered as of the date first above written.
GST USA, INC.
By: /s/ Xxxx Xxxxx
------------------------------------
Xxxx Xxxxx
President and
Chief Executive Officer
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