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EXHIBIT 2.07
[EXECUTION COPY]
PARENT GUARANTY
This PARENT GUARANTY (as amended, supplemented, amended and restated or
otherwise modified from time to time, this "Guaranty"), dated as of February
20, 1997, is made by VISTA GOLD CORP., a British Columbia Company (the
"Guarantor"), in favor of THE BANK OF NOVA SCOTIA, as Lender (the "Lender").
W I T N E S S E T H:
WHEREAS, pursuant to a Credit Agreement, dated as of February 20, 1997 (as
amended, supplemented, amended and restated or otherwise modified from time to
time, the "Credit Agreement"), between Hycroft Resources & Development, Inc., a
Nevada corporation (the "Borrower"), and the Lender;
WHEREAS, as a condition precedent to the making of the Credit Extensions
(including the initial Credit Extension) under the Credit Agreement, the
Guarantor is required to execute and deliver this Guaranty;
WHEREAS, the Guarantor has duly authorized the execution, delivery and
performance of this Guaranty; and
WHEREAS, it is in the best interests of the Guarantor to execute this
Guaranty inasmuch as the Guarantor will derive substantial direct and indirect
benefits from the Credit Extensions made from time to time to the Borrower by
the Lender pursuant to the Credit Agreement;
NOW THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged, and in order to induce the Lender to make Credit
Extensions (including the initial Credit Extension) to the Borrower pursuant to
the Credit Agreement, the Guarantor agrees, for the benefit of the Lender, as
follows:
ARTICLE I
DEFINITIONS
SECTION I.1. Certain Terms. The following terms (whether or not
underscored) when used in this Guaranty, including its preamble and recitals,
shall have the following meanings (such definitions to be equally applicable to
the singular and plural forms thereof):
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"Borrower" is defined in the first recital.
"Credit Agreement" is defined in the first recital.
"Guarantor" is defined in the preamble.
"Guaranty" is defined in the preamble.
"Lender" is defined in the preamble.
"Other Taxes" is defined in clause (b) of Section 2.8.
"Taxes" is defined in clause (a) of Section 2.8.
SECTION I.2. Credit Agreement Definitions. Unless otherwise defined
herein or the context otherwise requires, terms used in this Guaranty,
including its preamble and recitals, have the meanings provided in the Credit
Agreement.
ARTICLE II
GUARANTY PROVISIONS
SECTION II.1. Guaranty. The Guarantor hereby absolutely, unconditionally
and irrevocably
(a) guarantees the full and punctual payment when due, whether at
stated maturity, by required prepayment, declaration, acceleration,
demand or otherwise, of all Obligations of the Borrower and each other
Obligor now or hereafter existing, whether for principal, interest, fees,
expenses or otherwise (including all such amounts which would become due
but for the operation of the automatic stay under Section 362(a) of the
United States Bankruptcy Code, 11 U.S.C. Section 362(a), and the
operation of Sections 502(b) and 506(b) of the United States Bankruptcy
Code, 11 U.S.C. Section 502(b) and Section 506(b)), and
(b) indemnifies and holds harmless the Lender for any and all costs
and expenses (including reasonable attorney's fees and expenses) incurred
by the Lender in enforcing any rights under this Guaranty.
This Guaranty constitutes a guaranty of payment when due and not of collection,
and the Guarantor specifically agrees that it shall not be necessary or
required that the Lender exercise any right, assert any claim or demand or
enforce any remedy whatsoever against the Borrower or any other Obligor (or any
other Person) before or as a condition to the obligations of the Guarantor
hereunder.
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SECTION II.2. Acceleration of Guaranty. The Guarantor agrees that, in
the event of the dissolution or insolvency of the Borrower, any other Obligor
or the Guarantor, or the inability or failure of the Borrower, any other
Obligor or the Guarantor to pay debts as they become due, or an assignment by
the Borrower, any other Obligor or the Guarantor for the benefit of creditors,
or the commencement of any case or proceeding in respect of the Borrower, any
other Obligor or the Guarantor under any bankruptcy, insolvency or similar
laws, and if such event shall occur at a time when any of the Obligations of
the Borrower and each other Obligor may not then be due and payable, the
Guarantor agrees that it will pay to the Lender forthwith the full amount which
would be payable hereunder by the Guarantor if all such Obligations were then
due and payable.
SECTION II.3. Guaranty Absolute, etc. This Guaranty shall in all
respects be a continuing, absolute, unconditional and irrevocable guaranty of
payment, and shall remain in full force and effect until all Obligations of the
Borrower and each other Obligor have been paid in full in cash, all obligations
of the Guarantor hereunder shall have been paid in full in cash, and all
Commitments shall have terminated. The Guarantor guarantees that the
Obligations of the Borrower and each other Obligor will be paid strictly in
accordance with the terms of the Credit Agreement and each other Loan Document
under which they arise, regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of the Lender with respect thereto. The liability of the Guarantor
under this Guaranty shall be absolute, unconditional and irrevocable
irrespective of:
(a) any lack of validity, legality or enforceability of the Credit
Agreement, any Note or any other Loan Document;
(b) the failure of the Lender
(i) to assert any claim or demand or to enforce any right or
remedy against the Borrower, any other Obligor or any other Person
(including any other guarantor) under the provisions of the Credit
Agreement, any Note, any other Loan Document or otherwise, or
(ii) to exercise any right or remedy against any other
guarantor of, or collateral securing, any Obligations of the
Borrower or any other Obligor;
(c) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Obligations of the Borrower or any
other Obligor, or any other extension, compromise or renewal of any
Obligation of the Borrower or any other Obligor;
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(d) any reduction, limitation, impairment or termination of any
Obligations of the Borrower or any other Obligor for any reason,
including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to (and the Guarantor hereby waives
any right to or claim of) any defense or setoff, counterclaim, recoupment
or termination whatsoever by reason of the invalidity, illegality,
nongenuineness, irregularity, compromise, unenforceability of, or any
other event or occurrence affecting, any Obligations of the Borrower, any
other Obligor or otherwise;
(e) any amendment to, rescission, waiver, or other modification of,
or any consent to departure from, any of the terms of the Credit
Agreement, any Note or any other Loan Document;
(f) any addition, exchange, release, surrender or non-perfection of
any collateral, or any amendment to or waiver or release or addition of,
or consent to departure from, any other guaranty, held by the Lender
securing any of the Obligations of the Borrower or any other Obligor; or
(g) any other circumstance which might otherwise constitute a
defense available to, or a legal or equitable discharge of, the Borrower,
any other Obligor, any surety or any guarantor.
SECTION II.4. Reinstatement, etc. The Guarantor agrees that this
Guaranty shall continue to be effective or be reinstated, as the case may be,
if at any time any payment (in whole or in part) of any of the Obligations is
rescinded or must otherwise be restored by the Lender, upon the insolvency,
bankruptcy or reorganization of the Borrower, any other Obligor or otherwise,
all as though such payment had not been made.
SECTION II.5. Waiver, etc. The Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Obligations of the Borrower or any other Obligor and this Guaranty and any
requirement that the Lender protect, secure, perfect or insure any security
interest or Lien, or any property subject thereto, or exhaust any right or take
any action against the Borrower, any other Obligor or any other Person
(including any other guarantor) or entity or any collateral securing the
Obligations of the Borrower or any other Obligor, as the case may be.
SECTION II.6. Postponement of Subrogation, etc. The Guarantor agrees
that it will not exercise any rights which it may acquire by way of rights of
subrogation under this Guaranty, by any payment made hereunder or otherwise,
until the prior payment in full, in cash, of all Obligations of the Borrower
and
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each other Obligor, and the termination of all Commitments. Any amount
paid to the Guarantor on account of any such subrogation rights prior to the
payment, in full, in cash of all Obligations of the Borrower and each other
Obligor shall be held in trust for the benefit of the Lender and shall
immediately be paid to the Lender and credited and applied against the
Obligations of the Borrower and each other Obligor, whether matured or
unmatured, in accordance with the terms of the Credit Agreement; provided,
however, that if
(a) the Guarantor has made payment to the Lender of all or any part
of the Obligations of the Borrower or any other Obligor, and
(b) all Obligations of the Borrower and each other Obligor have
been paid in full, in cash, and all Commitments have been permanently
terminated,
the Lender agrees that, at the Guarantor's request, the Lender will execute and
deliver to the Guarantor appropriate documents (without recourse and without
representation or warranty) necessary to evidence the transfer by subrogation
to the Guarantor of an interest in the Obligations of the Borrower and each
other Obligor resulting from such payment by the Guarantor. In furtherance of
the foregoing, for so long as any Obligations or Commitments remain
outstanding, the Guarantor shall refrain from taking any action or commencing
any proceeding against the Borrower or any other Obligor (or its successors or
assigns, whether in connection with a bankruptcy proceeding or otherwise) to
recover any amounts in the respect of payments made under this Guaranty to the
Lender.
SECTION II.7. Successors, Transferees and Assigns; Transfers of Note,
etc. This Guaranty shall:
(a) be binding upon the Guarantor, and its successors, transferees
and assigns; and
(b) inure to the benefit of and be enforceable by the Lender, and
its successors, transferees and assigns.
Without limiting the generality of the foregoing clause (b), the Lender may
assign or otherwise transfer (in whole or in part) any Note or Credit Extension
held by it to any other Person or entity, and such other Person or entity shall
thereupon become vested with all rights and benefits in respect thereof granted
to the Lender under any Loan Document (including this Guaranty) or otherwise,
subject, however, to any contrary provisions in such assignment or transfer,
and to the provisions of Section 9.10 of the Credit Agreement.
SECTION II.8. Payments Free and Clear of Taxes, etc. The Guarantor
hereby agrees that:
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(a) Any and all payments made by the Guarantor hereunder shall be
made in accordance with Section 4.7 of the Credit Agreement free and
clear of, and without deduction for, any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities
with respect thereto, excluding, in the case of the Lender, taxes imposed
on its income, and franchise taxes imposed on it, by the jurisdiction
under the laws of which the Lender is organized and by any political
subdivision thereof and, in the case of the Lender, taxes imposed on its
income, and franchise taxes imposed on it, by the
jurisdiction of the Lender's Domestic Office and any political
subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities being hereinafter
referred to as "Taxes"). If the Guarantor shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder to the
Lender
(i) the sum payable shall be increased as may be necessary so
that after making all required deductions (including deductions
applicable to additional sums payable under this Section) the
Lender receives an amount equal to the sum it would have received
had no such deductions been made,
(ii) the Guarantor shall make such deductions, and
(iii) the Guarantor shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with
applicable law.
(b) The Guarantor shall pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or
similar levies which arise from any payment made hereunder or from the
execution, delivery or registration of, or otherwise with respect to,
this Guaranty (hereinafter referred to as "Other Taxes").
(c) The Guarantor hereby indemnifies and holds harmless the Lender
for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section) paid by the Lender and any liability
(including penalties, interest and expenses) arising therefrom or with
respect thereto, whether or not such Taxes or Other Taxes were correctly
or legally assessed.
(d) Within 30 days after the date of any payment of Taxes or Other
Taxes, the Guarantor will furnish to the Lender the original or a
certified copy of a receipt
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evidencing payment thereof. If no Taxes or Other Taxes are payable in
respect of any payment hereunder to the Lender, the Guarantor will
furnish to the Lender a certificate from each appropriate taxing
authority, or an opinion of counsel acceptable to the Lender, in either
case stating that such payment is exempt from or not subject to Taxes or
Other Taxes.
(e) Without prejudice to the survival of any other agreement of the
Guarantor hereunder, the agreements and obligations of the Guarantor
contained in this Section 2.8 shall survive the payment in full of the
principal of and interest on the Credit Extensions.
SECTION II.9. Judgment. The Guarantor hereby agrees that:
(a) If, for the purposes of obtaining a judgment in any court, it
is necessary to convert a sum due hereunder in United States Dollars into
another currency, the rate of exchange used shall be that at which in
accordance with normal banking procedures the Lender could purchase
United States Dollars with such other currency on the Business Day
preceding that on which final judgment is given.
(b) The obligation of the Guarantor in respect of any sum due from
it to the Lender hereunder shall, notwithstanding any judgment in a
currency other than United States Dollars, be discharged only to the
extent that on the Business Day following receipt by the Lender of any
sum adjudged to be so due in such other currency the Lender may, in
accordance with normal banking procedures, purchase United
States Dollars with such other currency; in the event that the United
States Dollars so purchased are less than the sum originally due to the
Lender in United States Dollars, the Guarantor, as a separate obligation
and notwithstanding any such judgment, hereby indemnifies and holds
harmless the Lender against such loss, and if the United States Dollars
so purchased exceed the sum originally due to the Lender in United States
Dollars, the Lender shall remit to the Guarantor such excess.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION III.1. Representations and Warranties. The Guarantor hereby
represents and warrants to the Lender that the representations and warranties
contained in Article VI of the Credit Agreement, insofar as the representations
and warranties contained therein are applicable to it and its properties, are
true and correct in all material respects, each such representation and
warranty set forth in such Article (insofar as applicable as aforesaid) and all
other terms of the Credit Agreement to which reference is made therein,
together with all related definitions and ancillary provisions, being hereby
incorporated into this Guaranty by reference as though specifically set forth
in this Section.
ARTICLE IV
COVENANTS, ETC.
SECTION IV.1. Covenants. The Guarantor covenants and agrees that, so
long as any portion of the Obligations shall remain unpaid, or the Lender shall
have any outstanding Commitment, it will, unless the Lender shall otherwise
consent in writing, perform the obligations set forth in this Article.
SECTION IV.1.1. Financial Information, Reports, Notices, etc. The
Guarantor will furnish, or will cause to be furnished, to the Lender copies of
the financial statements, reports, notices and information described in, and
required to be delivered to the Lender pursuant to, Section 7.1.1 of the Credit
Agreement.
SECTION IV.1.2. Compliance with Laws, etc. The Guarantor will, and will
cause each of its Subsidiaries to, comply in all material respects with all
applicable laws, rules, regulations and orders, such compliance to include
(without limitation):
(a) the maintenance and preservation of its corporate existence and
qualification as a foreign corporation; and
(b) the payment, before the same become delinquent, of all taxes,
assessments and governmental charges imposed upon it or upon its property
except to the extent being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance
with GAAP shall have been set aside on its books.
SECTION IV.1.3. Maintenance of Properties. The Guarantor will, and will
cause each of its Subsidiaries to, maintain,
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preserve, protect and keep its properties in good repair, working order and
condition, and make necessary and proper repairs, renewals and replacements so
that its business carried on in connection therewith may be properly conducted
at all times unless the Guarantor determines in good faith that the continued
maintenance of any of its properties is no longer economically desirable.
SECTION IV.1.4. Business Activities. The Guarantor will not, and will
not permit any of its Subsidiaries (excluding the Borrower and Hycroft Xxxxx
Mine, Inc.) to, engage in any business activity other than their respective
current business activities of exploring for precious metals, developing mines
and mining precious metals on an international basis, with growth being
achieved through its own exploration programs and acquisitions, and the
Guarantor will not permit the Borrower or Hycroft Xxxxx Mine, Inc. to engage in
any business activity except those described in the first recital to the Credit
Agreement.
SECTION IV.1.5. Restrictive Agreements. The Guarantor will not enter
into, nor otherwise be a party to, any agreement or arrangement which, directly
or indirectly, restricts or limits (contractually or otherwise) the Guarantor's
ability to support the Obligations of the Borrower or any other Obligor under
the Credit Agreement or any of the other Loan Documents, or the Guarantor's
ability to make any payments, directly or indirectly, to the Borrower by way of
advances, repayments or forgiveness of loans or advances, reimbursements of
management and other intercompany charges, expenses and accruals or other
returns on investments; provided, that, nothing contained in this Section shall
restrict the Guarantor's right to guaranty the obligations of any present of
future wholly-owned Subsidiary (other than the Borrower and its Subsidiaries)
to any other lender and, in connection with any such guaranty or guaranties, to
give negative pledges and to make financial covenants in favour of such lender.
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ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION V.1. Loan Document. This Guaranty is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof, including Article IX thereof.
SECTION V.2. Binding on Successors, Transferees and Assigns; Assignment.
In addition to, and not in limitation of, Section 2.7, this Guaranty shall be
binding upon the Guarantor and its successors, transferees and assigns and
shall inure to the benefit of and be enforceable by the Lender and its
successors, transferees and assigns (to the full extent provided pursuant to,
and subject to the provisions of, Section 2.7); provided, however, that the
Guarantor may not assign any of its obligations hereunder without the prior
written consent of the Lender.
SECTION V.3. Amendments, etc. No amendment to or waiver of any provision
of this Guaranty, nor consent to any departure by the Guarantor herefrom, shall
in any event be effective unless the same shall be in writing and signed by the
Lender and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.
SECTION V.4. Notices. All notices and other communications provided for
hereunder shall be in writing or by facsimile and, if to the Lender, addressed,
delivered or telecopied to the Lender at its address specified in the Credit
Agreement, and if to the Guarantor, addressed, delivered or telecopied to the
Guarantor at its address or facsimile number set forth below its signature
hereto. All such notices and other communications, when mailed and properly
addressed with postage prepaid or if properly addressed and sent by pre-paid
courier service, shall be deemed given when received; any such notice or
communication, if transmitted by facsimile, shall be deemed given when
transmitted (upon electronic confirmation of transmission).
SECTION V.5. No Waiver; Remedies. In addition to, and not in limitation
of, Section 2.3 and Section 2.5, no failure on the part of the Lender to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.
SECTION V.6. Captions. Section captions used in this Guaranty are for
convenience of reference only, and shall not
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affect the construction of this Guaranty.
SECTION V.7. Setoff. In addition to, and not in limitation of, any
rights of the Lender under applicable law, the Lender shall, upon the
occurrence of any Default described in any of clauses (a) through (d) of
Section 8.1.9 of the Credit Agreement or upon the occurrence of any other Event
of Default and the declaration by the Lender pursuant to Section 8.3 of the
Credit Agreement that all or any portion of the Loans and other Obligations
shall be due and payable, have the right to appropriate and apply to the
payment of the obligations of the Guarantor owing to it hereunder, whether or
not then due, and (as security for such obligations) the Guarantor hereby
grants to the Lender a continuing security interest in, any and all balances,
credits, deposits, accounts or moneys of the Guarantor then or thereafter
maintained with the Lender. The Lender agrees promptly to notify the Guarantor
after any such setoff and application made by the Lender; provided, however,
that the failure to give such notice shall not affect the validity of such
setoff and application. The rights of the Lender under this Section are in
addition to other rights and remedies (including other rights of setoff under
applicable law or otherwise) which the Lender may have.
SECTION V.8. Severability. Wherever possible each provision of this
Guaranty shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.
SECTION V.9. Governing Law. THIS GUARANTY SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
SECTION V.10. Forum Selection and Consent to Jurisdiction. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
GUARANTY OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER OR THE
GUARANTOR OR THE BORROWER (OR ANY OTHER OBLIGOR) SHALL BE BROUGHT AND
MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK, NEW YORK COUNTY
OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK;
PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY PROPERTY MAY
BE BROUGHT, AT THE LENDER'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE
SUCH PROPERTY MAY BE FOUND. THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE COURTS OF THE XXXXX XX XXX XXXX, XXX
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XXXX XXXXXX AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH LITIGATION. THE GUARANTOR HEREBY IRREVOCABLY APPOINTS CT CORPORATION
SYSTEM (THE "PROCESS AGENT"), WITH AN OFFICE ON THE DATE HEREOF AT 0000
XXXXXXXX, XXX XXXX, XXX XXXX 00000, XXXXXX XXXXXX, AS ITS AGENT TO RECEIVE, ON
THE GUARANTOR'S BEHALF AND ON BEHALF OF THE GUARANTOR'S PROPERTY, SERVICE OF
COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED
IN ANY SUCH ACTION OR PROCEEDING. SUCH SERVICE MAY BE MADE BY MAILING OR
DELIVERING A COPY OF SUCH PROCESS TO THE GUARANTOR IN CARE OF THE PROCESS AGENT
AT THE PROCESS AGENT'S ABOVE ADDRESS, AND THE GUARANTOR HEREBY IRREVOCABLY
AUTHORIZES AND DIRECTS THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF.
AS AN ALTERNATIVE METHOD OF SERVICE, THE GUARANTOR FURTHER IRREVOCABLY CONSENTS
TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. THE GUARANTOR HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY
SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT
ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT
THAT THE GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION
OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY, THE GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER LOAN
DOCUMENTS.
SECTION V.11. Waiver of Jury Trial. THE GUARANTOR HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
THE LENDER OR THE GUARANTOR OR THE BORROWER (OR ANY OTHER OBLIGOR). THE
GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE LENDER ENTERING INTO THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.
VISTA GOLD CORP.
By /s/ X. X. XXX
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Name: X.X. Xxx
Title: V.P. Finance & CFO
Address: 000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx
X.X.X. 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx X. Xxx
Vice President Finance and
Chief Financial Officer
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