SUBSIDIARY GUARANTY
New York, New York July 22, 2005
FOR VALUE RECEIVED, and in consideration of note purchases
from, loans made or to be made or credit otherwise extended or to
be extended by Laurus Master Fund, Ltd. ("Laurus") to or for the
account of American Water Star, Inc., a Nevada corporation
("Debtor"), from time to time and at any time and for other good
and valuable consideration and to induce Xxxxxx, in its
discretion, to purchase such notes, make such loans or other
extensions of credit and to make or grant such renewals,
extensions, releases of collateral or relinquishments of legal
rights as Xxxxxx may deem advisable, each of the undersigned (and
each of them if more than one, the liability under this Guaranty
being joint and several) (jointly and severally referred to as
"Guarantors" or "the undersigned") unconditionally guaranties to
Laurus, its successors, endorsees and assigns the prompt payment
when due (whether by acceleration or otherwise) of all present
and future obligations and liabilities of any and all kinds of
Debtor to Laurus and of all instruments of any nature evidencing
or relating to any such obligations and liabilities upon which
Debtor or one or more parties and Debtor is or may become liable
to Laurus, whether incurred by Debtor as maker, endorser, drawer,
acceptor, guarantors , accommodation party or otherwise, and
whether due or to become due, secured or unsecured, absolute or
contingent, joint or several, and however or whenever acquired by
Laurus, whether arising under, out of, or in connection with (i)
that certain Securities Purchase Agreement dated as of October
26, 2004 by and between the Debtor and Laurus (the "Securities
Purchase Agreement") and (ii) each Related Agreement referred to
in the Securities Purchase Agreement (the Securities Purchase
Agreement and each Related Agreement, as each may be amended,
modified, restated or supplemented from time to time, are
collectively referred to herein as the "Documents"), or any
documents, instruments or agreements relating to or executed in
connection with the Documents or any documents, instruments or
agreements referred to therein or otherwise, or any other
indebtedness, obligations or liabilities of the Debtor to Laurus,
whether now existing or hereafter arising, direct or indirect,
liquidated or unliquidated, absolute or contingent, due or not
due and whether under, pursuant to or evidenced by a note,
agreement, guaranty, instrument or otherwise (all of which are
herein collectively referred to as the "Obligations"), and
irrespective of the genuineness, validity, regularity or
enforceability of such Obligations, or of any instrument
evidencing any of the Obligations or of any collateral therefor
or of the existence or extent of such collateral, and
irrespective of the allowability, allowance or disallowance of
any or all of the Obligations in any case commenced by or against
Debtor under Title 11, United States Code, including, without
limitation, obligations or indebtedness of Debtor for post-
petition interest, fees, costs and charges that would have
accrued or been added to the Obligations but for the commencement
of such case. Terms not otherwise defined herein shall have the
meaning assigned such terms in the Securities Purchase Agreement.
In furtherance of the foregoing, the undersigned xxxxxx agrees as
follows:
1. No Impairment. Laurus may at any time and from time to
time, either before or after the maturity thereof, without notice
to or further consent of the undersigned, extend the time of
payment of, exchange or surrender any collateral for, renew or
extend any of the Obligations or increase or decrease the
interest rate thereon, or any other agreement with Debtor or with
any other party to or person liable on any of the Obligations, or
interested therein, for the extension, renewal, payment,
compromise, discharge or release thereof, in whole or in part, or
for any modification of the terms thereof or of any agreement
between Laurus and Debtor or any such other party or person, or
make any election of rights Laurus may deem desirable under the
United States Bankruptcy Code, as amended, or any other federal
or state bankruptcy, reorganization, moratorium or insolvency law
relating to or affecting the enforcement of creditors' rights
generally (any of the foregoing, an "Insolvency Law") without in
any way impairing or affecting this Guaranty. This Guaranty
shall be effective regardless of the subsequent incorporation,
merger or consolidation of Debtor, or any change in the
composition, nature, personnel or location of Debtor and shall
extend to any successor entity to Debtor, including a debtor in
possession or the like under any Insolvency Law.
2. Guaranty Absolute. Subject to Section 5(c) hereof, each of
the undersigned jointly and severally guarantees that the
Obligations will be paid strictly in accordance with the terms of
the Documents and/or any other document, instrument or agreement
creating or evidencing the Obligations, regardless of any law,
regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of Debtor
with respect thereto. Guarantors hereby knowingly accept the
full range of risk encompassed within a contract of "continuing
guaranty" which risk includes the possibility that Debtor will
contract additional indebtedness for which Guarantors may be
liable hereunder after Xxxxxx's financial condition or ability to
pay its lawful debts when they fall due has deteriorated, whether
or not Debtor has properly authorized incurring such additional
indebtedness. The undersigned acknowledge that (i) no oral
representations, including any representations to extend credit
or provide other financial accommodations to Debtor, have been
made by Xxxxxx to induce the undersigned to enter into this
Guaranty and (ii) any extension of credit to the Debtor shall be
governed solely by the provisions of the Documents. The
liability of each of the undersigned under this Guaranty shall be
absolute and unconditional, in accordance with its terms, and
shall remain in full force and effect without regard to, and
shall not be released, suspended, discharged, terminated or
otherwise affected by, any circumstance or occurrence whatsoever,
including, without limitation: (a) any waiver, indulgence,
renewal, extension, amendment or modification of or addition,
consent or supplement to or deletion from or any other action or
inaction under or in respect of the Documents or any other
instruments or agreements relating to the Obligations or any
assignment or transfer of any thereof, (b) any lack of validity
or enforceability of any Document or other documents, instruments
or agreements relating to the Obligations or any assignment or
transfer of any thereof, (c) any furnishing of any additional
security to Laurus or its assignees or any acceptance thereof or
any release of any security by Laurus or its assignees, (d) any
limitation on any party's liability or obligation under the
Documents or any other documents, instruments or agreements
relating to the Obligations or any assignment or transfer of any
thereof or any invalidity or unenforceability, in whole or in
part, of any such document, instrument or agreement or any term
thereof, (e) any bankruptcy, insolvency, reorganization,
composition, adjustment, dissolution, liquidation or other like
proceeding relating to Debtor, or any action taken with respect
to this Guaranty by any trustee or receiver, or by any court, in
any such proceeding, whether or not the undersigned shall have
notice or knowledge of any of the foregoing, (f) any exchange,
release or non-perfection of any collateral, or any release, or
amendment or waiver of or consent to departure from any guaranty
or security, for all or any of the Obligations or (g) any other
circumstance which might otherwise constitute a defense available
to, or a discharge of, the undersigned. Any amounts due from the
undersigned to Laurus shall bear interest until such amounts are
paid in full at the highest rate then applicable to the
Obligations. Obligations include post-petition interest whether
or not allowed or allowable.
3. Waivers.
(a) This Guaranty is a guaranty of payment and not of
collection. Laurus shall be under no obligation to institute
suit, exercise rights or remedies or take any other action
against Debtor or any other person or entity liable with respect
to any of the Obligations or resort to any collateral security
held by it to secure any of the Obligations as a condition
precedent to the undersigned being obligated to perform as agreed
herein and each of the Guarantors hereby waives any and all
rights which it may have by statute or otherwise which would
require Laurus to do any of the foregoing. Each of the
Guarantors further consents and agrees that Xxxxxx shall be under
no obligation to marshal any assets in favor of Guarantors, or
against or in payment of any or all of the Obligations. The
undersigned hereby waives all suretyship defenses and any rights
to interpose any defense, counterclaim or offset of any nature
and description which the undersigned may have or which may exist
between and among Laurus, Debtor and/or the undersigned with
respect to the undersigned's obligations under this Guaranty, or
which Debtor may assert on the underlying debt, including but not
limited to failure of consideration, breach of warranty, fraud,
payment (other than cash payment in full of the Obligations),
statute of frauds, bankruptcy, infancy, statute of limitations,
accord and satisfaction, and usury.
(b) Each of the undersigned further waives (i) notice of the
acceptance of this Guaranty, of the making of any such loans or
extensions of credit, and of all notices and demands of any kind
to which the undersigned may be entitled, including, without
limitation, notice of adverse change in Debtor's financial
condition or of any other fact which might materially increase
the risk of the undersigned and (ii) presentment to or demand of
payment from anyone whomsoever liable upon any of the
Obligations, protest, notices of presentment, non-payment or
protest and notice of any sale of collateral security or any
default of any sort.
(c) Notwithstanding any payment or payments made by the
undersigned hereunder, or any setoff or application of funds of
the undersigned by Xxxxxx, the undersigned shall not be entitled
to be subrogated to any of the rights of Xxxxxx against Debtor or
against any collateral or guarantee or right of offset held by
Xxxxxx for the payment of the Obligations, nor shall the
undersigned seek or be entitled to seek any contribution or
reimbursement from Debtor in respect of payments made by the
undersigned hereunder, until all amounts owing to Laurus by
Debtor on account of the Obligations are indefeasibly paid in
full and Laurus' obligation to extend credit pursuant to the
Documents has been irrevocably terminated. If, notwithstanding
the foregoing, any amount shall be paid to the undersigned on
account of such subrogation rights at any time when all of the
Obligations shall not have been paid in full and Laurus'
obligation to extend credit pursuant to the Documents shall not
have been terminated, such amount shall be held by the
undersigned in trust for Laurus, segregated from other funds of
the undersigned, and shall forthwith upon, and in any event
within two (2) business days of, receipt by the undersigned, be
turned over to Laurus in the exact form received by the
undersigned (duly endorsed by the undersigned to Laurus, if
required), to be applied against the Obligations, whether matured
or unmatured, in such order as Laurus may determine, subject to
the provisions of the Documents. Any and all present and future
debts and obligations of Debtor to any of the undersigned are
hereby waived and postponed in favor of, and subordinated to the
full payment and performance of, all present and future debts and
Obligations of Debtor to Xxxxxx.
4. Security. All sums at any time to the credit of the
undersigned and any property of the undersigned in Laurus'
possession or in the possession of any bank, financial
institution or other entity that directly or indirectly, through
one or more intermediaries, controls or is controlled by, or is
under common control with, Laurus (each such entity, an
"Affiliate") shall be deemed held by Laurus or such Affiliate, as
the case may be, as security for any and all of the undersigned's
obligations to Laurus and to any Affiliate of Laurus, no matter
how or when arising and whether under this or any other
instrument, agreement or otherwise.
5. Representations and Warranties. Each of the undersigned
hereby jointly and severally represents and warrants (all of
which representations and warranties shall survive until all
Obligations are indefeasibly satisfied in full and the Documents
have been irrevocably terminated), that:
(a) Corporate Status. It is a corporation, partnership or
limited liability company, as the case may be, duly formed,
validly existing and in good standing under the laws of its
jurisdiction of formation indicated on the signature page hereof
and has full power, authority and legal right to own its property
and assets and to transact the business in which it is engaged.
(b) Authority and Execution. It has full power, authority and
legal right to execute and deliver, and to perform its
obligations under, this Guaranty and has taken all necessary
corporate, partnership or limited liability company, as the case
may be, action to authorize the execution, delivery and
performance of this Guaranty.
(c) Legal, Xxxxx and Binding Character. This Guaranty
constitutes its legal, valid and binding obligation enforceable
in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other laws of general application affecting the
enforcement of creditor's rights and general principles of equity
that restrict the availability of equitable or legal remedies.
(d) Violations. The execution, delivery and performance of this
Guaranty will not violate any requirement of law applicable to it
or any contract, agreement or instrument to which it is a party
or by which it or any of its property is bound or result in the
creation or imposition of any mortgage, lien or other encumbrance
other than in favor of Xxxxxx on any of its property or assets
pursuant to the provisions of any of the foregoing, which, in any
of the foregoing cases, could reasonably be expected to have,
either individually or in the aggregate, a Material Adverse
Effect.
(e) Consents or Approvals. No consent of any other person or
entity (including, without limitation, any creditor of the
undersigned) and no consent, license, permit, approval or
authorization of, exemption by, notice or report to, or
registration, filing or declaration with, any governmental
authority is required in connection with the execution, delivery,
performance, validity or enforceability of this Guaranty by it,
except to the extent that the failure to obtain any of the
foregoing could not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect.
(f) Litigation. No litigation, arbitration, investigation or
administrative proceeding of or before any court, arbitrator or
governmental authority, bureau or agency is currently pending or,
to the best of its knowledge, threatened (i) with respect to this
Guaranty or any of the transactions contemplated by this Guaranty
or (ii) against or affecting it, or any of its property or
assets, which, in each of the foregoing cases, if adversely
determined, could reasonably be expected to have a Material
Adverse Effect.
(g) Financial Benefit. It has derived or expects to derive a
financial or other advantage from each and every loan, advance or
extension of credit made under the Documents or other Obligation
incurred by the Debtor to Laurus.
(h) Solvency. As of the date of this Guaranty, (a) the fair
saleable value of its assets exceeds its liabilities and (b) it
is meeting its current liabilities as they mature.
6. Acceleration.
(a) If any breach of any covenant or condition or other event of
default shall occur and be continuing under any agreement made by
Debtor or any of the undersigned to Laurus, or either Debtor or
any of the undersigned should at any time become insolvent, or
make a general assignment, or if a proceeding in or under any
Insolvency Law shall be filed or commenced by, or in respect of,
any of the undersigned, or if a notice of any lien, levy, or
assessment is filed of record with respect to any assets of any
of the undersigned by the United States of America or any
department, agency, or instrumentality thereof, or if any taxes
or debts owing at any time or times hereafter to any one of them
becomes a lien or encumbrance upon any assets of the undersigned
in Laurus' possession, or otherwise, any and all Obligations
shall for purposes hereof, at Laurus' option, be deemed due and
payable without notice notwithstanding that any such Obligation
is not then due and payable by Debtor.
(b) Each of the undersigned will promptly notify Laurus of any
default by such undersigned in its respective performance or
observance of any term or condition of any agreement to which the
undersigned is a party if the effect of such default is to cause,
or permit the holder of any obligation under such agreement to
cause, such obligation to become due prior to its stated maturity
and, if such an event occurs, Xxxxxx shall have the right to
accelerate such undersigned's obligations hereunder.
7. Payments from Guarantors. Laurus, in its sole and absolute
discretion, with or without notice to the undersigned, may apply
on account of the Obligations any payment from the undersigned or
any other guarantors, or amounts realized from any security for
the Obligations, or may deposit any and all such amounts realized
in a non-interest bearing cash collateral deposit account to be
maintained as security for the Obligations.
8. Costs. The undersigned shall pay on demand, all costs, fees
and expenses (including expenses for legal services of every
kind) relating or incidental to the enforcement or protection of
the rights of Laurus hereunder or under any of the Obligations.
9. No Termination. This is a continuing irrevocable guaranty
and shall remain in full force and effect and be binding upon the
undersigned, and each of the undersigned's successors and
assigns, until all of the Obligations have been indefeasibly paid
in full and Laurus' obligation to extend credit pursuant to the
Documents has been irrevocably terminated. If any of the present
or future Obligations are guarantied by persons, partnerships or
entities in addition to the undersigned, the death, release or
discharge in whole or in part or the bankruptcy, merger,
consolidation, incorporation, liquidation or dissolution of one
or more of them shall not discharge or affect the liabilities of
any undersigned under this Guaranty.
10. Recapture. Anything in this Guaranty to the contrary
notwithstanding, if Xxxxxx receives any payment or payments on
account of the liabilities guaranteed hereby, which payment or
payments or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver, or any other party
under any Insolvency Law, common law or equitable doctrine, then
to the extent of any sum not finally retained by Xxxxxx, the
undersigned's obligations to Xxxxxx shall be reinstated and this
Guaranty shall remain in full force and effect (or be reinstated)
until payment shall have been made to Laurus, which payment shall
be due on demand.
11. Books and Records. The books and records of Xxxxxx showing
the account between Xxxxxx and Debtor shall be admissible in
evidence in any action or proceeding, shall be binding upon the
undersigned for the purpose of establishing the items therein set
forth and shall constitute prima facie proof thereof.
12. No Waiver. No failure on the part of Laurus to exercise,
and no delay in exercising, any right, remedy or power hereunder
shall operate as a waiver thereof, nor shall any single or
partial exercise by Xxxxxx of any right, remedy or power
hereunder preclude any other or future exercise of any other
legal right, remedy or power. Each and every right, remedy and
power hereby granted to Laurus or allowed it by law or other
agreement shall be cumulative and not exclusive of any other, and
may be exercised by Xxxxxx at any time and from time to time.
13. Waiver of Jury Trial. EACH OF THE UNDERSIGNED DESIRES THAT
ITS DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE
LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH OF THE
UNDERSIGNED HERETO WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN LAURUS,
AND/OR ANY OF THE UNDERSIGNED ARISING OUT OF, CONNECTED WITH,
RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN
THEM IN CONNECTION WITH THIS GUARANTY, ANY DOCUMENT OR THE
TRANSACTIONS RELATED HERETO OR THERETO.
14. Governing Law; Jurisdiction. THIS GUARANTY CANNOT BE
CHANGED OR TERMINATED ORALLY, AND SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH
STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. EACH
OF THE UNDERSIGNED HEREBY CONSENTS AND AGREES THAT THE STATE OR
FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW
YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY
CLAIMS OR DISPUTES BETWEEN ANY OF THE UNDERSIGNED, ON THE ONE
HAND, AND LAURUS, ON THE OTHER HAND, PERTAINING TO THIS GUARANTY
OR ANY OF THE DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS GUARANTY OR ANY OF THE DOCUMENTS; PROVIDED, THAT
EACH OF THE UNDERSIGNED ACKNOWLEDGES THAT ANY APPEALS FROM THOSE
COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE
COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT
NOTHING IN THIS GUARANTY SHALL BE DEEMED OR OPERATE TO PRECLUDE
LAURUS FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY
OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE
COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF LAURUS. EACH
OF THE UNDERSIGNED EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO
SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH
COURT, AND EACH UNDERSIGNED HEREBY WAIVES ANY OBJECTION WHICH IT
MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE
OR FORUM NON CONVENIENS. EACH OF THE UNDERSIGNED HEREBY WAIVES
PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS
ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL ADDRESSED TO SUCH UNDERSIGNED IN ACCORDANCE WITH
SECTION 18 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED
UPON THE EARLIER OF SUCH UNDERSIGNED'S ACTUAL RECEIPT THEREOF OR
THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE
PREPAID.
15. Understanding With Respect to Waivers and Consents. Each
Guarantor warrants and agrees that each of the waivers and
consents set forth in this Guaranty is made voluntarily and
unconditionally after consultation with outside legal counsel and
with full knowledge of its significance and consequences, with
the understanding that events giving rise to any defense or right
waived may diminish, destroy or otherwise adversely affect rights
which such Guarantor otherwise may have against the Debtor,
Laurus or any other person or entity or against any collateral.
If, notwithstanding the intent of the parties that the terms of
this Guaranty shall control in any and all circumstances, any
such waivers or consents are determined to be unenforceable under
applicable law, such waivers and consents shall be effective to
the maximum extent permitted by law.
16. Severability. To the extent permitted by applicable law,
any provision of this Guaranty 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.
17. Amendments, Waivers. No amendment or waiver of any
provision of this Guaranty nor consent to any departure by the
undersigned therefrom shall in any event be effective unless the
same shall be in writing executed by each of the undersigned
directly affected by such amendment and/or waiver and Xxxxxx.
18. Notice. All notices, requests and demands to or upon the
undersigned, shall be in writing and shall be deemed to have been
duly given or made (a) when delivered, if by hand, (b) three (3)
days after being sent, postage prepaid, if by registered or
certified mail, (c) when confirmed electronically, if by
facsimile, or (d) when delivered, if by a recognized overnight
delivery service in each event, to the numbers and/or address set
forth beneath the signature of the undersigned.
19. Successors. Laurus may, from time to time, without notice
to the undersigned, sell, assign, transfer or otherwise dispose
of all or any part of the Obligations and/or rights under this
Guaranty. Without limiting the generality of the foregoing,
Laurus may assign, or grant participations to, one or more banks,
financial institutions or other entities all or any part of any
of the Obligations. In each such event, Laurus, its Affiliates
and each and every immediate and successive purchaser, assignee,
transferee or holder of all or any part of the Obligations shall
have the right to enforce this Guaranty, by legal action or
otherwise, for its own benefit as fully as if such purchaser,
assignee, transferee or holder were herein by name specifically
given such right. Laurus shall have an unimpaired right to
enforce this Guaranty for its benefit with respect to that
portion of the Obligations which Xxxxxx has not disposed of,
sold, assigned, or otherwise transferred.
20. Joinder. It is understood and agreed that any person or
entity that desires to become a Guarantor hereunder, or is
required to execute a counterpart of this Guaranty after the date
hereof pursuant to the requirements of any Document, shall become
a Guarantor hereunder by (x) executing a Joinder Agreement in
form and substance satisfactory to Xxxxxx, (y) delivering
supplements to such exhibits and annexes to such Documents as
Laurus shall reasonably request and (z) taking all actions as
specified in this Guaranty as would have been taken by such
Guarantor had it been an original party to this Guaranty, in each
case with all documents required above to be delivered to Laurus
and with all documents and actions required above to be taken to
the reasonable satisfaction of Xxxxxx.
21. Release. Nothing except indefeasible payment in full of the
Obligations shall release any of the undersigned from liability
under this Guaranty.
22. Remedies Not Exclusive. The remedies conferred upon Xxxxxx
in this Guaranty are intended to be in addition to, and not in
limitation of any other remedy or remedies available to Laurus.
23. Limitation of Obligations under this Guaranty. Each
Guarantor and Laurus (by its acceptance of the benefits of this
Guaranty) hereby confirms that it is its intention that this
Guaranty not constitute a fraudulent transfer or conveyance for
purposes of the Bankruptcy Code, the Uniform Fraudulent
Conveyance Act of any similar Federal or state law. To
effectuate the foregoing intention, each Guarantor and Laurus (by
its acceptance of the benefits of this Guaranty) hereby
irrevocably agrees that the Obligations guaranteed by such
Guarantor shall be limited to such amount as will, after giving
effect to such maximum amount and all other (contingent or
otherwise) liabilities of such Guarantor that are relevant under
such laws and after giving effect to any rights to contribution
pursuant to any agreement providing for an equitable contribution
among such Guarantor and the other Guarantors (including this
Guaranty), result in the Obligations of such Guarantor under this
Guaranty in respect of such maximum amount not constituting a
fraudulent transfer or conveyance.
[REMAINDER OF THIS PAGE IS BLANK.
SIGNATURE PAGE IMMEDIATELY FOLLOWS]
IN WITNESS WHEREOF, this Guaranty has been executed by the
undersigned as of the date and year here above written.
ALL STAR BEVERAGES, INC.
By:__________________________
Name:________________________
Title:_______________________
Address:_____________________
Telephone:___________________
Facsimile:___________________
State of Formation: Nevada
NEW AGE PACKAGING, INC.
By:__________________________
Name:________________________
Title:_______________________
Address:_____________________
Telephone:___________________
Facsimile:___________________
State of Formation: Nevada
ALL STAR BEVERAGES ARIZONA, INC.
By:__________________________
Name:________________________
Title:_______________________
Address:_____________________
Telephone:___________________
Facsimile:___________________
State of Formation: Nevada
ALL STAR BEVERAGES JAX, INC.
By:__________________________
Name:________________________
Title:_______________________
Address:_____________________
Telephone:___________________
Facsimile:___________________
State of Formation: Nevada
ALL STAR BEVERAGES MISSISSIPPI,
INC.
By:___________________________
Name:_________________________
Title:________________________
Address:______________________
Telephone:____________________
Facsimile:____________________
State of Formation: Nevada
HAWAIIAN TROPICALS, INC.
By:___________________________
Name:_________________________
Title:________________________
Address:______________________
Telephone:____________________
Facsimile:____________________
State of Formation: Nevada
C.R.D. OF NEVADA, INC.
By:___________________________
Name:_________________________
Title:________________________
Address:______________________
Telephone:____________________
Facsimile:____________________
State of Formation: Nevada
