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EXHIBIT 10.65
UNCONDITIONAL GUARANTY
Dated as of December 30, 1998
by
XX. XXXXXXXX XXXXX
in favor of
THE CHASE MANHATTAN BANK
as Administrative Agent
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UNCONDITIONAL GUARANTY
UNCONDITIONAL GUARANTY, dated as of December 30, 1998 (as amended,
supplemented or otherwise modified from time to time, this "Agreement"), made by
XX. XXXXXXXX XXXXX, an individual residing at 0000 Xxxxx Xxxx Xxxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000 (the "Individual Guarantor") in favor of THE CHASE
MANHATTAN BANK, a bank organized under the laws of New York, as administrative
agent (in such capacity, together with its successors in such capacity, the
"Administrative Agent") for the benefit of each of the lenders (the "Lenders") a
party to the Third Amended and Restated Credit Agreement dated as of December
30, 1998 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement") among LCC International, Inc., a Delaware corporation (the
"Borrower"), LCC Europe AS, a Norwegian limited liability company (the
"Subsidiary Borrower"), LCC Design Services, L.L.C., a Delaware limited
liability company, LCC Development Company, L.L.C., a Delaware limited liability
company, Microcell Management, Inc., a Delaware corporation, and Xxxx
Telecommunications Services, L.L.C., a Delaware limited liability company (the
"Subsidiary Guarantors" and, together with the Borrower and the Subsidiary
Borrower, the "Obligors"), the Administrative Agent and the Lenders.
W I T N E S S E T H :
WHEREAS, pursuant to the terms of the Credit Agreement and the other
Facility Documents, the Lenders have agreed to extend credit to the Obligors
upon the terms and subject to the conditions set forth therein to be evidenced
by the Notes issued by the Borrower and the Subsidiary Borrower thereunder and
the Letters of Credit issued thereunder and to be guarantied by the Subsidiary
Guarantors thereunder and by the Individual Guarantor hereunder;
WHEREAS, the Individual Guarantor has beneficial ownership of
approximately 41.2% of the outstanding Capital Stock of the Borrower and the
Individual Guarantor will directly benefit from the making of the Loans and the
issuance of the Letters of Credit; and
WHEREAS, it is a condition precedent to the obligation of the Lenders to
make their extensions of credit to the Obligors under the Credit Agreement that
the Individual Guarantor shall have executed and delivered this Agreement to the
Administrative Agent to guaranty the obligations of the Obligor under the Notes,
the Letters of Credit, the Credit Agreement and the other Facility Documents.
NOW, THEREFORE, in consideration of the premises and to induce the
Lenders to enter into the Credit Agreement and to induce the Lenders to make
their respective Loans and to purchase Participating Interests in Letters of
Credit issued
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under the Credit Agreement, the Individual Guarantor hereby agrees with the
Administrative Agent, as follows:
Section 1. Guaranteed Obligations. The Individual Guarantor, in
consideration of the execution and delivery of the Credit Agreement by the
Lenders and the Administrative Agent, hereby irrevocably and unconditionally
guarantees to the Administrative Agent, for the benefit of the Lenders, as and
for the Individual Guarantor's own debt, until final payment has been made, the
due and punctual payment in full in cash of the Obligations in (a) the sum of
(i) the principal amount of Loans and Letter of Credit Obligations incurred in
excess of the lesser of (A) the Borrowing Base and (B) $10,000,000, plus (ii)
if, at any time, after giving effect to clause (i), the principal amount of the
outstanding Loans and Letter of Credit Obligations is greater than $7,500,000
and was equal to or less than the Borrowing Base when incurred, the amount by
which such principal amount exceeds the Borrowing Base at such time up to a
maximum of $2,500,000; provided that in no event shall the aggregate amount of
Guarantied Obligations under this clause (a) exceed $12,500,000; (b) all unpaid
interest thereon (including interest accruing on or after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding, whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding); and (c) all unpaid fees, indemnities,
costs and expenses relating to the collection thereof (including, without
limitation, all fees and disbursements of counsel to the Administrative Agent or
any Lender) (collectively, the "Guarantied Obligations"), in each case when and
as the same shall become due and payable, whether at maturity, pursuant to
mandatory or optional prepayment, by acceleration or otherwise, all in
accordance with the terms and provisions of the Credit Agreement and the other
Facility Documents, it being the intent of the Individual Guarantor that the
guaranty set forth in this Section 1 (the "Unconditional Guaranty") shall be a
guaranty of payment and not a guaranty of collection. The examples set forth in
the definition of "Guarantied Obligations" contained in the Credit Agreement are
hereby incorporated by reference.
Section 2. Performance Under This Agreement. In the event any Obligor
fails to make, on or before the due date thereof, any payment of the principal
of, or interest on, the Notes, the Letter of Credit Obligations or the other
Obligations, and any such failure shall remain uncured at the expiration of any
applicable cure period provided in the Credit Agreement or in the other Facility
Documents, the Individual Guarantor shall cause forthwith to be paid the moneys,
or to be performed, kept, observed, or fulfilled each of the Guarantied
Obligations, in respect of which such failure has occurred.
Section 3. Waivers. To the fullest extent permitted by law, the
Individual Guarantor does hereby waive:
(a) notice of acceptance of the Unconditional Guaranty;
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(b) notice of any borrowings under the Credit Agreement, or the
creation, existence or acquisition of any of the Obligations, subject to the
Individual Guarantor's right to make inquiry of the Administrative Agent from
time to time to ascertain the amount of the Obligations and the basis for the
determination thereof (it being understood that the Administrative Agent be
obligated to respond promptly to any such inquiry);
(c) notice of the amount of the Obligations, subject to the
Individual Guarantor's right to make inquiry of the Administrative Agent from
time to time to ascertain the amount of the Obligations and the basis for the
determination thereof (it being understood that the Administrative Agent be
obligated to respond promptly to any such inquiry);
(d) notice of adverse change in the financial condition of the
Borrower, the Subsidiary Borrower, any other guarantor or any other fact that
might increase the Individual Guarantor's risk hereunder;
(e) notice of presentment for payment, demand, protest, and notice
thereof as to the Notes or any other Facility Document;
(f) notice of any Default or Event of Default;
(g) all other notices and demands to which the Individual
Guarantor might otherwise be entitled (except if such notice or demand is
specifically otherwise required to be given to the Individual Guarantor
hereunder);
(h) the right by statute or otherwise to require any or each
Lender or the Administrative Agent to institute suit against
the Borrower, the Subsidiary Borrower or any other guarantor or to exhaust the
rights and remedies of any or each Lender or the Administrative Agent against
the Borrower, the Subsidiary Borrower or any other guarantor, the Individual
Guarantor being bound to the payment of each and all Guarantied Obligations,
whether now existing or hereafter accruing, as fully as if such Guarantied
Obligations were directly owing to each Lender by the Individual Guarantor;
(i) any defense arising by reason of any disability or other
defense (other than the defense that the Guarantied Obligations shall have been
fully and finally performed and indefeasibly paid) of the Borrower or the
Subsidiary Borrower or by reason of the cessation from any cause whatsoever of
the liability of the Borrower or the Subsidiary Borrower in respect thereof; and
(j) any stay (except in connection with a pending appeal),
valuation, appraisal, redemption or extension law now or at any time hereafter
in force which, but for this waiver, might be applicable to any sale of Property
of the Individual Guarantor made under any judgment, order or decree based on
this Agreement, and the Individual Guarantor covenants that it will not at any
time
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insist upon or plead, or in any manner claim or take the benefit or advantage of
such law.
Until all of the Obligations shall have been paid in full, the Individual
Guarantor hereby agrees to completely subordinate any right of subrogation,
reimbursement, or indemnity whatsoever in respect thereof and any right of
recourse to or with respect to any Property of the Borrower or the Subsidiary
Borrower. Nothing shall discharge or satisfy the obligations of the Individual
Guarantor hereunder except the full and final performance and indefeasible
payment in cash in the applicable currency of the Obligations. All of the
Obligations shall in the manner and subject to the limitations provided herein
for the acceleration thereof forthwith become due and payable without notice.
Section 4. Releases. The Individual Guarantor consents and agrees that,
without notice to or by the Individual Guarantor and without affecting or
impairing the obligations of the Individual Guarantor hereunder, each Lender or
the Administrative Agent, in the manner provided herein, by action or inaction,
may:
(a) compromise or settle, extend the period of duration or the
time for the payment, or discharge the performance of, or may refuse to, or
otherwise not, enforce, or may, by action or inaction, release all or any one or
more parties to, any one or more of the Notes or the other Facility Documents;
(b) grant other indulgences to the Borrower or the Subsidiary
Borrower in respect thereof;
(c) amend or modify in any manner and at any time (or from time to
time) any one or more of the Notes, the Letters of Credit and the other Facility
Documents in accordance with Section 13.01 of the Credit Agreement or otherwise;
(d) release or substitute any one or more of the endorsers or
guarantors of the Obligations whether parties hereto or not; and
(e) exchange, enforce, waive, or release, by action or inaction,
any security for the Obligations (including, without limitation, any of the
collateral therefor) or any other guaranty of any of the Obligations.
Section 5. Marshalling. The Individual Guarantor consents and agrees
that:
(a) neither the Administrative Agent nor any Lender shall be under
any obligation to marshal any assets in favor of the Individual Guarantor or
against or in payment of any or all of the Obligations; and
(b) to the extent the Borrower, the Subsidiary Borrower or any
other guarantor makes a payment or payments to any Lender, which payment or
payments or any part thereof are subsequently invalidated, declared to be
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fraudulent or preferential, set aside, or required, for any of the foregoing
reasons or for any other reason, to be repaid or paid over to a custodian,
trustee, receiver, or any other party under any bankruptcy law, common law, or
equitable cause, then to the extent of such payment or repayment, the
Obligations or part thereof intended to be satisfied thereby shall be revived
and continued in full force and effect as if said payment or payments had not
been made and the Individual Guarantor shall remain liable for such Obligation
to the extent provided in Section 1 hereof.
Section 6. Liability. The Individual Guarantor agrees that the liability
of the Individual Guarantor in respect of this Agreement shall not be contingent
upon the exercise or enforcement by any Lender or the Administrative Agent of
whatever remedies such Lender or the Administrative Agent may have against the
Borrower, the Subsidiary Borrower or any other guarantor or the enforcement of
any Lien or realization upon any security such Lender or the Administrative
Agent may at any time possess.
Section 7. Unconditional Obligations. The Unconditional Guaranty set
forth in this Agreement is an absolute, unconditional, continuing and
irrevocable guaranty of payment and performance and shall remain in full force
and effect until the full and final payment of the Obligations without respect
to future changes in conditions, including change of law or any invalidity or
irregularity with respect to the issuance or assumption of any obligations
(including, without limitation, the Notes and the Letter of Credit Obligations)
of or by the Borrower, the Subsidiary Borrower or any other guarantor, or with
respect to the execution and delivery of any agreement (including, without
limitation, the Notes and the other Facility Documents) of the Borrower, the
Subsidiary Borrower or any other guarantor.
Section 8. Election to Perform Obligations. Any election by the
Individual Guarantor to pay or otherwise perform any of the obligations of any
Obligor under the Notes or under any of the other Facility Documents, whether
pursuant to this Agreement or otherwise, shall not release such Obligor from any
of its other obligations under the Notes, the Letters of Credit or any of the
other Facility Documents.
Section 9. No Election. The Administrative Agent shall have the right to
seek recourse against the Individual Guarantor to the fullest extent provided
for herein for the Individual Guarantor's obligations under this Agreement in
respect of the Notes, the Letters of Credit and the other Facility Documents. No
election to proceed in one form of action or proceeding, or against any party,
or on any obligation, shall constitute a waiver of the Administrative Agent's
right to proceed in any other form of action or proceeding or against other
parties unless the Administrative Agent has expressly waived such right in
writing. Specifically, but without limiting the generality of the foregoing, no
action or proceeding by any Lender or the Administrative Agent against any
Obligor under any document or instrument evidencing obligations of the sole
Obligor to such Lender or the Administrative Agent shall serve to diminish the
liability of the Individual
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Guarantor under this Agreement except to the extent
that the Administrative Agent or such Lender finally and unconditionally shall
have realized payment by such action or proceeding, notwithstanding the effect
of any such action or proceeding upon the Individual Guarantor's right of
subrogation against any Obligor.
Section 10. Severability. Subject to applicable law, each of the rights
and remedies granted under this Agreement to the Administrative Agent may be
exercised by the Administrative Agent without notice by the Administrative Agent
to, or the consent of or any other action by, any Lender, provided that the
Administrative Agent will promptly thereafter give each Lender notice of any
exercise of rights and remedies by the Administrative Agent under this
Agreement.
Section 11. Other Enforcement Rights. The Administrative Agent may
proceed, as provided in this Agreement, to protect and enforce the Unconditional
Guaranty by suit or suits or proceedings in equity, at law or in bankruptcy, and
whether for the specific performance of any covenant or agreement contained
herein or in execution or aid of any power herein granted; or for the recovery
of judgment for the obligations hereby guarantied or for the enforcement of any
other proper, legal or equitable remedy available under applicable law. Each of
the Lenders shall have, to the fullest extent permitted by law and this
Agreement, a right of set-off against, any and all credits and any and all other
Property of the Individual Guarantor, now or at any time whatsoever with, or in
the possession of, such Lender, or anyone acting for such Lender, as security
for any and all obligations of the Individual Guarantor hereunder.
Section 12. Delay or Omission; No Waiver. No course of dealing on the
part of any Lender or the Administrative Agent and no delay or failure on the
part of any such Person to exercise any right hereunder shall impair such right
or operate as a waiver of such right or otherwise prejudice such Person's
rights, powers and remedies hereunder. Every right and remedy given by the
Unconditional Guaranty or by law to any Lender or the Administrative Agent may
be exercised from time to time as often as may be deemed expedient by such
Person.
Section 13. Restoration of Rights and Remedies. If any Lender or the
Administrative Agent shall have instituted any proceeding to enforce any right
or remedy under the Unconditional Guaranty, under any Note held by such Lender,
or under any Security Document, and such proceeding shall have been discontinued
or abandoned for any reason, or shall have been determined adversely to such
Lender or the Administrative Agent, then and in every such case each such
Lender, the Administrative Agent, the Borrower, the Subsidiary Borrower and the
Individual Guarantor shall, except as may be limited or affected by any
determination in such proceeding, be restored severally and respectively to its
respective former positions hereunder and thereunder, and thereafter, subject as
aforesaid, the rights and remedies of such Lender or the Administrative Agent
shall continue as though no such proceeding had been instituted.
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Section 14. Cumulative Remedies. No remedy under this Agreement, the
Notes, the Letters of Credit or any of the other Facility Documents is intended
to be exclusive of any other remedy, but each and every remedy shall be
cumulative and in addition to any and every other remedy given under this
Agreement, the Notes, the Letters of Credit or any of the other Facility
Documents.
Section 15. Survival. The obligations of the Individual Guarantor under
this Agreement shall survive the transfer and payment of any Obligation until
the indefeasible payment in full of all the Obligations and the expiration and
termination of the Letters of Credit and the Commitments.
Section 16. No Setoff, Counterclaim or Withholding; Gross Up. Each
payment by the Individual Guarantor shall be made without setoff or counterclaim
and without withholding for or on account of any present or future taxes imposed
by any Governmental Authority. If any such withholding is so required, such
Individual Guarantor shall make the withholding and pay the amount withheld to
the appropriate Governmental Authority before penalties attach thereto or
interest accrues thereon.
Section 17. Payment in Applicable Currency. Any payment of an Obligation
required to be made pursuant to this Agreement shall be made in the currency in
which such Obligation is required to be made pursuant to the Credit Agreement,
any Note or any other Facility Document.
Section 18. Representations and Warranties. The Individual Guarantor
hereby represents and warrants:
(a) No Conflicts. The execution, delivery and performance by the
Individual Guarantor of the Facility Documents to which it is a party do not and
will not: (i) violate any provision of, or require any filing (other than the
filings required pursuant to the terms of the Security Documents), registration,
consent or approval under, any law, rule, regulation (including, without
limitation, Regulation U), order, writ, judgment, injunction, decree,
determination or award presently in effect having applicability to the
Individual Guarantor; (ii) result in a breach of or constitute a default or
require any consent under any indenture or loan or credit agreement, or any
other agreement, lease or instrument to which the Individual Guarantor is a
party or by which his Properties may be bound or affected which has not been
obtained; (iii) result in, or require, the creation or imposition of any Lien
(other than as created under the Security Documents), upon or with respect to
any of the Properties now owned or hereafter acquired by the Individual
Guarantor; or (iv) cause the Individual Guarantor to be in default under any
such law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or any such indenture, agreement, lease or instrument.
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(b) Legally Enforceable Agreements. Each Facility Document to which the
Individual Guarantor is a party is a legal, valid and binding obligation of such
Person enforceable against such Person in accordance with its terms, except to
the extent that such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting
creditors' rights generally and general principles of equity (regardless of
whether such enforceability is considered in a proceeding at law or in equity).
(c) Litigation. There are no actions, suits or proceedings pending or, to
the knowledge of the Individual Guarantor, threatened against or affecting the
Individual Guarantor before any Governmental Authority that could reasonably be
expected to have a material adverse effect on the business, profits, Properties,
condition or prospects of the Individual Guarantor to perform his obligations
under the Facility Documents to which he is a party.
(d) Financial Statements. The balance sheet of the Individual Guarantor
as at December 31, 1998, copies of which have been furnished to each of the
Lenders, is complete and correct in all material respects and fairly presents
the financial condition of the Individual Guarantor at such date. After giving
effect to the Unconditional Guaranty pursuant to this Agreement and the
application of the net proceeds thereof, the present fair saleable value of the
assets of the Individual Guarantor exceeds the amount that will be required to
be paid on or in respect of the existing Debts and other liabilities (including
contingent liabilities) of the Individual Guarantor as they mature.
Section 19. Remedies. If an Event of Default shall occur and be
continuing, the Administrative Agent may exercise all of the rights and remedies
conferred in this Agreement and in each of the other Facility Documents; it
being expressly understood that no such remedy is intended to be exclusive of
any other remedy or remedies; but each and every remedy shall be cumulative and
shall be in addition to every other remedy given in this Agreement or now or
hereafter existing at law or in equity or by statute, and may be exercised from
time to time as often as may be deemed expedient by the Administrative Agent.
Section 20. Defined Terms. The terms used herein and not defined herein
shall have the meanings assigned to such terms in the Credit Agreement.
Section 21. Amendments and Waivers. Except as otherwise expressly
provided in this Agreement, any provision of this Agreement may be amended or
modified only by an instrument in writing signed by the Individual Guarantor,
the Administrative Agent and the Required Lenders, or by the Individual
Guarantor and the Administrative Agent acting with the consent of the Required
Lenders and any provision of this Agreement may be waived by the Required
Lenders or by the Administrative Agent acting with the consent of the Required
Lenders; provided that no amendment, modification or waiver shall, unless by an
instrument signed by all of the Lenders or by the Administrative Agent acting
with the consent of all
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of the Lenders: (a) discharge the Individual Guarantor from the Unconditional
Guaranty; or (b) amend, waive or modify the definition of Obligations.
Section 22. Expenses. The Individual Guarantor shall reimburse the
Administrative Agent and each Lender for all reasonable out-of-pocket costs,
expenses and charges (including, without limitation, reasonable fees and charges
of external legal counsel for the Administrative Agent and each Lender) in
connection with the enforcement or preservation of any rights or remedies during
the existence of an Event of Default (including, without limitation, in
connection with any restructuring or insolvency or bankruptcy proceeding) under
this Agreement.
Section 23. Survival. The obligations of the Individual Guarantor under
Section 22 shall survive the repayment of the Loans and the termination of the
Letters of Credit and the Commitments.
Section 24. Successors and Assigns. This Agreement shall be binding upon,
and shall inure to the benefit of, the Individual Guarantor, the Administrative
Agent, the Lenders and their respective successors and assigns.
Section 25. Notices. Unless the party to be notified otherwise notifies
the other party in writing as provided in this Section, and except as otherwise
provided in this Agreement, notices shall be given in writing to the
Administrative Agent, to the Lenders and to the Individual Guarantor by ordinary
mail, hand delivery, overnight courier or telecopier addressed to such party at
its address on the signature page of this Agreement. Notices shall be effective:
(a) if given by mail, 72 hours after deposit in the mails with first class
postage prepaid, addressed as aforesaid; and (b) if given by telecopier, when
confirmation of delivery of the telecopy to the telecopier number as aforesaid
is transmitted; provided that notices to the Administrative Agent shall be
effective upon receipt.
SECTION 26. JURISDICTION; IMMUNITIES. (a) THE INDIVIDUAL GUARANTOR HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES
FEDERAL COURT SITTING IN NEW YORK COUNTY OVER ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT, AND THE INDIVIDUAL GUARANTOR HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. THE INDIVIDUAL
GUARANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH
ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO THE INDIVIDUAL
GUARANTOR AT ITS ADDRESS SPECIFIED IN SECTION 25. THE INDIVIDUAL GUARANTOR
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
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OR IN ANY OTHER MANNER PROVIDED BY LAW. THE INDIVIDUAL GUARANTOR FURTHER WAIVES
ANY OBJECTION TO VENUE IN SUCH STATE AND ANY OBJECTION TO AN ACTION OR
PROCEEDING IN SUCH STATE ON THE BASIS OF FORUM NON CONVENIENS. THE INDIVIDUAL
GUARANTOR FURTHER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST THE
ADMINISTRATIVE AGENT OR ANY LENDER SHALL BE BROUGHT ONLY IN NEW YORK STATE OR
UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY.
(b) THE INDIVIDUAL GUARANTOR WAIVES ANY RIGHT HE MAY HAVE TO JURY
TRIAL. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY THE
INDIVIDUAL GUARANTOR AND THE INDIVIDUAL GUARANTOR ACKNOWLEDGES THAT NO PERSON
ACTING ON BEHALF OF ANOTHER PARTY TO THIS AGREEMENT HAS MADE ANY REPRESENTATIONS
OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR
NULLIFY ITS EFFECT. THE INDIVIDUAL GUARANTOR FURTHER ACKNOWLEDGES THAT HE HAS
BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING
OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL,
SELECTED OF HIS OWN FREE WILL AND THAT HE HAS HAD THE OPPORTUNITY TO DISCUSS
THIS WAIVER WITH COUNSEL.
(c) Nothing in this Section 26 shall affect the right of the
Administrative Agent or any Lender to serve legal process in any other manner
permitted by law or affect the right of the Administrative Agent or any Lender
to bring any action or proceeding against the Individual Guarantor or his
Property in the courts of any other jurisdictions.
(d) To the extent that the Individual Guarantor has or hereafter
may acquire any immunity from jurisdiction of any court or from any legal
process (whether from service or notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) with respect to itself
or its property, the Individual Guarantor hereby irrevocably waives such
immunity in respect of his obligations under this Agreement.
Section 27. Headings. The headings and captions hereunder are for
convenience only and shall not affect the interpretation or construction of this
Agreement.
Section 28. Severability. The provisions of this Agreement are intended
to be severable. If for any reason any provision of this Agreement shall be held
invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction, be ineffective to the extent of such invalidity
or unenforceability
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without in any manner affecting the validity or enforceability thereof in any
other jurisdiction or the remaining provisions hereof in any jurisdiction.
Section 29. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any party hereto may execute this Agreement by signing any such
counterpart.
SECTION 30. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Section 31. Subject to the Credit Agreement. Any and all rights granted
to the Administrative Agent under this Agreement are to be held and exercised by
the Administrative Agent for the benefit of the Lenders, pursuant to the
provisions of the Credit Agreement. To the extent set forth in the Facility
Documents, each of the Lenders shall be a beneficiary of the terms of this
Agreement. Any and all obligations under this Agreement of the parties to this
Agreement, and the rights granted to the Administrative Agent under this
Agreement, are created and granted subject to the terms of the Credit Agreement.
Section 32. Term of Agreement. This Agreement shall be and remain in full
force and effect so long as any Obligation shall remain unpaid, any Letter of
Credit shall remain outstanding or any Lender shall have any Commitment.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
/S/ XXXXXXXX XXXXX
-------------------
Xx. Xxxxxxxx Xxxxx
in his individual capacity
c/o LCC International, Inc.
0000 Xxxxx Xxxxxx Xxxxx
XxXxxx, Xxxxxxxx 00000
Telecopier No.: (000) 000-0000
ADMINISTRATIVE AGENT:
THE CHASE MANHATTAN BANK
By: /S/ XXXX X. ARIA
----------------
Name: Xxxx X. Aria
Title: Vice President
Address for Notices:
0 Xxxxx Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxx, XX 00000
Attention: New York Agency
with a copy to:
000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxx Aria
Telecopier No.: (000) 000-0000
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