Exhibit 10.22
[COMPLETEL EUROPE LETTERHEAD]
GUARANTEE
FROM: COMPLETEL EUROPE N.V., a company whose registered office is at
Xxxxxxxxxxx 00, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx, with an authorized number of
shares of 766,665,300 with a nominal value of Euros 0.1 per share, of which
153,333,060 shares are issued and outstanding (hereinafter referred to as the
"Guarantor")
TO: PARIBAS, 0 xxx x'Xxxxx, 00000 Xxxxx (hereinafter referred to as the
"Beneficiary")
1. We refer to the credit facilities (hereinafter collectively referred to as
the "Facilities"):
- in the amount of 567,000 Euros granted by the Beneficiary to Xx. Xxxxxx xx
Xxxxx pursuant to a credit agreement dated March 28., 2000,
- in the amount of 567,000 Euros granted by Beneficiary to Mr and Xxx Xxxx
Xxxxxx pursuant to a credit agreement dated March 27., 2000,
- in the amount of 309,000 Euros granted by the Beneficiary to Xx. Xxxxxx
Xxxxx pursuant to a credit agreement dated March 28., 2000,
- in the amount of 103,000 granted by Beneficiary to Xxx. Xxxx Xxxxxx pursuant
to a credit agreement dated March 28., 2000,
- in the amount of 103,000 Euros granted by the Beneficiary to Xxx. Xxxxxxxxx
Xxxxxxxx pursuant to a credit agreement dated March 27., 2000,
- in the amount of 154,000 Euros granted by the Beneficiary to Mr. and Xxx.
Xxxx Xxxxxx pursuant to a credit agreement dated March 27., 2000,
- in the amount of 154,000 Euros granted by the Beneficiary to Mr. and Xxx.
Xxxxx Xxxxxxx pursuant to a credit agreement dated March 27., 2000.
The borrowers under the above mentioned credit agreements (collectively the
"Credit Agreements" and individually a "Credit Agreement") are hereinafter
referred to as the "Borrowers" (individually a "Borrower").
We acknowledge to be fully aware of the Facilities the purpose of which is to
finance the acquisition of Completel shares by the Borrowers, and to approve all
the terms and conditions of the Credit Agreements.
2. Upon the Borrowers' requests, we hereby irrevocably undertake to pay to the
Beneficiary any sum or sums not exceeding an aggregate amount of 2,060,000 Euros
upon receipt by us of the Beneficiary's first demand in writing and its written
statements stating:
i) that a Borrower is in breach of its obligations under a Credit Agreement;
and
ii) the respect in which such Borrower is in breach.
3. Any request for payment has to be sent to us by telex, facsimile or
registered mail at the address listed above, attention: Managing Director, Tel:
(00) 00.000.0000, Fax: (00) 00.000.0000 with a copy to : Xxxxx Xxxxx and Xxxx
Xxxxxx, CompleTel SAS, 9-11 xxxxx xx x'Xxxxx, 00000 Xxxxxxxxxx xxxxx, - Tel :
(00) 0.00.00.00.00 - Fax : (00) 0.00.00.00.00
4. This guarantee shall expire on December 29., 2001 and thereafter no payment
request shall be validly made.
5. All amounts to be paid by us pursuant to this guarantee shall be paid
without set-off and net of any taxes, duties or other charges or any nature
whatsoever.
6. We hereby declare:
- that we are a duly registered company in the Netherlands, with full
and complete capacity to sign the present guarantee in favour of the
Beneficiary;
- that the present guarantee is delivered pursuant to a power of
attorney from the Management Board of CompleTel Europe N.V. dated March
13, 2000 given to Xxxx Xxxxxx, a copy of which is attached hereto,
- to have obtained all authorizations required for the validity and the
effectiveness of the present guarantee; and that its signature is not
contrary to any legal, regulatory or statutory provisions which are
binding upon us.
7. The present guarantee shall enure to the benefit of the Beneficiary and its
successors and assigns, and the obligations of the Guarantor hereunder shall be
binding on it and its successors in title notwithstanding any change in the
constitution or status of it or any of its successors in title.
8. This guarantee is subject to the Uniform Rules for Demand Guarantees, I.C.C.
Publication n(degree)458. Any matter not settled by these rules shall be
governed by French law. Any dispute arising out of the validity, interpretation
or execution of this guarantee will be submitted to the jurisdiction of the
courts within the competence of the Court of Appeals of Paris. However, this
power of jurisdiction is stipulated in the sole favour of the Beneficiary that
is entitled to sue us before any other court that it may elect.
Made on March 30., 2000
/s/ Xxxx Xxxxxx
COMPLETEL EUROPE N.V.
Represented by Xxxx Xxxxxx
Title: Vice President Legal Affairs
