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[GUARANTY]
Guaranty made this 13th day of October, 1999, by EVENTURES GROUP, INC., a
Delaware corporation with its principal office located at Xxx Xxxxxxxxx Xxxxx,
Xxxxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000, (hereinafter "Guarantor", to
Telecommunications Finance Group (hereinafter "Lessor"), with principal office
located at 000 Xxxxxxxx Xxxx, Xxxx Xxxx, Xxxxxxx 00000, as an inducement to
Lessor to provide a Lease to AXISTEL COMMUNICATIONS, INC., a Delaware
corporation with its principal office located at Xxx Xxxxxxxxx Xxxxx, Xxxxxx
Xxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000 (hereinafter "Lessee").
For value received, Guarantor agrees as follows:
1. Guarantor absolutely and unconditionally guarantees to Lessor and its
successors and assigns, the full and complete payment, as and when the same
becomes due and payable, of:
(a) Monthly lease payments and all other payments due under a Lease dated
October 1, 1999, between the Lessor and the Lessee (hereinafter
"Lease"), with an initial Lessors Value, as defined in said Lease, of
Three Million Seven Hundred Thousand Dollars ($3,700,000.00).
(b) All payments due under any and all additions, renewals, amendments
and modifications under the Lease.
(c) All payments due Lessor in accordance with the Lease in the event
Lessor declares the Lease in default.
(d) All attorney's fees, court costs and other costs and expenses
incurred by Lessor in connection with the collection of payments due
under such Lease and/or any of the aforementioned amounts for the
payment of which Lessee is or may become liable, subject to the
limitations specified in the Lease, which term shall include all sums,
fees, costs and expenses mentioned in Paragraphs (b), (c) and (d)
hereof, and without requiring Lessor or the then owner and holder of
all or any part of the Lease to make any demand upon or bring any
action against Lessee or any other party, or to exhaust its remedies
against any security existing in connection with the Lease.
2. Guarantor expressly waives acceptance by Lessor of this instrument,
presentment of the Lease for payment, notice of any kind in bringing and
prosecuting any action on the Lease, and diligence in connection with the
collection of the Lease and the handling of any security existing or to
exist in connection therewith.
3. Guarantor agrees that the liability of Guarantor shall not be released,
diminished, impaired, reduced, or affected by:
(a) The taking or accepting of any other security or guaranty for the
Lease;
(b) Any release, withdrawal, waiver, surrender, exchange, substitution,
subordination, loss or other modification of any other security or
guaranty at any time existing in connection with the Lease; any
partial release of the liability of Guarantor hereunder or under any
other instrument had or to be had in connection with or as security
for the Lease; or the death, insolvency, bankruptcy, disability, or
lack of corporate power of Lessor, Guarantor, or any party at any time
liable for the payment of any part of all of the Lease, whether now
existing or hereafter occurring (it being understood that this
paragraph shall not prevent the extinguishment of this guaranty at
such time as the Lease has been fully satisfied in accordance with the
terms thereof);
(c) Any renewal, extension, modification or consolidation of the payment
of any part or all of the Lease or the performance of any covenant
contained in any instrument had or to be had in connection with or as
security for the Lease, either with or without notice to or consent of
Guarantor of any adjustment, indulgence, forbearance, or compromise
that may be granted or given by Lessor or Lessee;
(d) Any neglect, delay, omission, failure, of refusal or Lessor to take or
prosecute any action for the
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collection of the Lease or to foreclose or take or prosecute any
action in connection with any lien, right, or security existing or
to exist in connection with or as security for the Lease;
(e) Any assignment of the Lease by Lessor or Lessee; or
(f) Any other action permitted under the terms of the Lease.
4. Guarantor unconditionally and absolutely guarantees the payment of the
full amount of the Lease, regardless of any act or omission of Lessor
or any party with reference to any part of the Lease or any security or
rights existing or to exist in connection therewith; and Guarantor
agrees that Lessor shall in no way be obligated to bring or prosecute
any action against Lessee for any part of the Lease or make any demand
on Lessee or give any notice of any kind to any party. Lessor shall not
be liable or accountable in any respect, nor shall Guarantor have a
right of recourse against Lessor by reason of any act or omission on
the part of the Lessor in connection with any of the matters herein
mentioned. The right of recovery against Guarantor under this Guarantee
is unlimited.
5. In the event Lessor obtains another guaranty for the same indebtedness,
Guarantor agrees that lessor in its sole discretion may (1) bring suit
against all guarantors of the indebtedness jointly and severally or
against any one or more of them, (2) compound or settle with any one or
more of the guarantors for such consideration as Lessor may deem
proper, and (3) release one or more of the guarantors from liability.
Guarantor further agrees that no such action shall impair the rights of
Lessor to collect the entire note from Guarantor.
6. This guaranty agreement shall remain in full force and effect until all
of the Lease has been fully paid and shall be binding upon Guarantor,
its heirs, successors and assigns and, along with all rights and
benefits existing and to exist hereunder, shall inure to the benefit of
and be available to Lessor, its successors and assigns.
7. Guarantor agrees that the obligations of this guaranty agreement shall
be governed by the laws of the State of Florida as if both parties were
residents of the State of Florida.
8. Guarantor hereby irrevocably consents and agrees that any legal action,
suit or proceeding arising out of or in any way in connection with this
guaranty, shall be instituted or brought in the courts of the State of
Florida or the United States court sitting in the State of Florida, and
by acceptance of this Agreement, hereby irrevocably accepts and submits
to, for itself and in respect of its property generally and
unconditionally, the jurisdiction of any such courts and to all
proceedings in such courts.
9. All sums and amounts owing and to be owing by Lessor to Guarantor, as
well as all rights, liens, claims, and securities existing and to exist
in connection therewith or as security therefor, are declared,
recognized, and made subordinate to the Lease and all rights, titles,
interests, liens, claims and securities existing and to exist in
connection therewith or as security thereof.
10. This guaranty agreement is being executed, acknowledged, and delivered
to Lessor prior to the consummation of the Lease mentioned above. When
received by Lessor, this guaranty agreement shall be considered a
unilateral contractual offer from Guarantor to Lessor, the acceptance
of which shall be in the form of the consummation by Lessor of the
above-mentioned Lease. Unless Lessor shall receive prior written notice
of revocation of this guaranty agreement (receipt being deemed to mean
actual delivery to Lessor at the above address), this guaranty
agreement shall, at such time as the Lease is consummated, constitute
a binding contractual obligation upon Guarantor, its successors and
assigns.
In witness whereof, Guarantor has executed this guaranty at Jersey City, NJ, on
the day and year first above written.
EVENTURES GROUP, INC.
By: /s/ XXXXXX XXXXXXXXX
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Xxxxxx Xxxxxxxxx, Vice President - Business Development
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(Name and Title)
Date Signed: 10/13/99
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