Exhibit 4
GUARANTEE
This Guarantee dated as of May 12, 2003 (as amended, modified or
supplemented from time to time, this "Guarantee"), is jointly and severally
made by each of ACT Teleconferencing, Inc, a Colorado corporation, ACT
Teleconferencing Belgium SA, ACT Teleconferencing of Bermuda Limited, ACT
Teleconferencing of Canada Inc., ACT Teleconferencing Limited, ACT Business
Solutions Limited, ACT Teleconferencing France SA, ACT Teleconferencing BV,
ACT Teleconferencing GmbH, ACT Teleconferencing Hong Kong Limited, ACT
Teleconferencing (Pty) Limited and ACT Teleconferencing Singapore PTE
Limited (each, a "Guarantor" and, collectively, the "Guarantors"), in favor
of NewWest Mezzanine Fund LP, a Colorado limited partnership, KCEP Ventures
II, L.P., a Missouri limited partnership, Convergent Capital Partners I,
L.P., a Delaware limited partnership, and Xxxxx X. Xxxxxxx Management Trust
dated October 8, 1992 (collectively, the "Lenders"). The Lenders entered
into a Note Agreement dated as of the date of this Guarantee among ACT
Teleconferencing Services, Inc., a Minnesota corporation, and certain
co-borrowers listed on the signature page of the Note Agreement
(collectively, the "Borrower"), ACT Teleconferencing, Inc. and the Lenders
(as it may hereafter be amended or otherwise modified from time to time,
the "Note Agreement"). The Guarantors' execution and delivery of this
Guarantee is a condition precedent to the making of loans by the Lender
under the Note Agreement.
NOW, THEREFORE, in consideration of the premises and in order to induce the
Lenders to make loans under the Note Agreement, each of the Guarantors
agrees as follows.
1. Guarantee. Each Guarantor hereby unconditionally guarantees the
full and prompt payment when due, whether upon the occurrence of an Event
of Default or earlier, by reason of acceleration or otherwise, and at all
times thereafter of (a) all of the indebtedness, liabilities and
obligations of every kind and nature of Borrower to the Lenders, howsoever
created, arising or evidenced, whether direct or indirect, absolute or
contingent, joint or several, now or hereafter existing, or due or to
become due, and howsoever owed, held or acquired by the Lenders, whether
through discount, overdraft, purchase, direct loan or as collateral or
otherwise, (b) all Borrower's indebtedness, liabilities and obligations
under the Note Agreement and each other Financing Document, and (c) all
expenses (including reasonable attorneys' fees) incurred by the Lenders in
enforcing any rights under this Guarantee (all such indebtedness,
liabilities, obligations and expenses being collectively referred to in
this Guarantee as the "Obligations"). Notwithstanding the foregoing, (i)
the guarantee of ACT Teleconferencing Limited shall be limited such that
the guarantee shall not require ACT Teleconferencing Limited to take any
action which would breach or violate the Share Purchase Agreement dated
January 17, 2001 by and among ACT Teleconferencing, Inc. and Xxxx X. Xxxxxx
and others for the acquisition of 10,000 Shares of ACT Teleconferencing
Limited or the Loan Note Instrument dated January 17, 2001 attached as
Exhibit A to such Share Purchase Agreement and (ii) if and to the extent
any guarantee by an entity organized or incorporated outside the United
States could give rise to adverse tax consequences to ACT Teleconferencing,
Inc. under the Internal Revenue Code of 1986, as amended, then such
guarantee shall be limited or void to the extent necessary to avoid such
adverse tax consequences.
2. Guarantee-Absolute. Each Guarantor guarantees that the Obligations
will be paid strictly in accordance with the terms of the Note Agreement
and each other Financing Document, 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 Lenders with respect to the Financing Documents.
The liability of the Guarantors under this Guarantee shall be absolute and
unconditional irrespective of:
(a) any lack of validity or enforceability of any of the Note
Agreement, the other Financing Documents or any other agreement or
instrument evidencing all or any part of the Obligations;
(b) the absence of any attempt to collect the Obligations from
Borrower or any guarantor or surety or other action to enforce the
same;
(c) the waiver or consent by the Lenders with respect to any
provision of any document evidencing the Obligations, or any part
thereof, or any other agreement now or hereafter executed by Borrower
and delivered to the Lenders and any modification thereof;
(d) failure by the Lenders to take any steps to perfect and
maintain its security interest in, or preserve its rights to, any
security or collateral for the Obligations;
(e) the Lenders' election in any proceeding instituted under
Chapter 11 of Title 11 of the United States Code (11 U.S.C. Section
101 et seq.) (the "Bankruptcy Code"), of the application of
Section-1111(b)(2) of the Bankruptcy Code;
(f) any borrowing or grant of a security interest under Section
364 of the Bankruptcy Code; or
(g) any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor.
3. Waivers. Each Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of
receivership or bankruptcy of Borrower, protest or notice with respect to
the Obligations and all demands whatsoever, and covenants that this
Guarantee will not be discharged, except by complete performance of the
Obligations contained in this Guarantee. Upon any Event of Default as
provided in the Note Agreement or any other instrument or document
evidencing all or any part of the Obligations, the Lenders may, at their
election, proceed directly and at once, without notice, against the
Guarantors to collect and recover the full amount or any portion of the
Obligations, without first proceeding against such Borrower or any other
Person or against any security or collateral for the Obligations. The
Lenders shall have the exclusive right to determine the application of
payments and credits, if any, from the Guarantors, such Borrower or from
any other Person on account of the Obligations or of any other liability of
the Guarantors to the Lenders.
4. Authorization. The Lenders are hereby authorized, without notice or
demand and without affecting the liability of the Guarantors under this
Guarantee, from time to time, to (a) renew, extend, accelerate or otherwise
change the time for payment of, or other terms relating to, the
Obligations, or otherwise modify, amend or change the terms of the Note
Agreement, the Note or any other promissory note, agreement, document or
instrument now or hereafter executed by Borrower and delivered to the
Lenders; (b) accept partial payments on the Obligations; (c) take and hold
security or collateral for the payment of this Guarantee, any other
guarantees of the Obligations or other liabilities of Borrower and the
Obligations guaranteed under this Guarantee, and exchange, enforce, waive
and release any such security or collateral; (d) apply such security or
collateral and direct the order or manner of sale thereof as in its sole
discretion it may determine; and (e) settle, release, compromise, collect
or otherwise liquidate the Obligations and any security or collateral
therefor in any manner, without affecting or impairing the obligations of
the Guarantors under this Guarantee.
At any time upon the occurrence and during the continuation of an
Event of Default, the Lenders may, in their sole discretion, without notice
to the Guarantors and regardless of the acceptance of any security or
collateral for the payment of this Guarantee, appropriate and apply toward
the payment of the Obligations (a) any indebtedness due or to become due
from the Lenders to the Guarantors, and (b) any moneys, credits or other
property belonging to the Guarantors, at any time held by or coming into
the possession of the Lenders.
5. Subrogation. The Guarantors shall have no right of subrogation, and
each Guarantor hereby waives any right to enforce any remedy which the
Lenders now have or may hereafter have against Borrower or any endorser or
any other guarantor of all or any part of the Obligations, and each
Guarantor hereby waives any benefit of, and any right to participate in,
any security or collateral given to the Lenders to secure payment of the
Obligations or any other liability of Borrower to the Lenders. Each
Guarantor further agrees that any and all claims of such Guarantor against
Borrower or any endorser or any other guarantor of all or any part of the
Obligations, or against any of their respective properties, arising by
reason of any payment by such Guarantor to the Lenders pursuant to the
provisions of this Guarantee or otherwise, shall be subordinate and subject
in right of payment to the prior payment, in full, of all principal and
interest, all reasonable costs of collection (including attorneys' fees)
and any other liabilities or obligations owing to the Lenders by Borrower
which may arise either with respect to or on any note, instrument,
document, item, agreement or other writing heretofore, now or hereafter
delivered to the Lenders. Each Guarantor also waives all setoffs and
counterclaims and all presentments, demands for performance, notices of
nonperformance, protests, notices of protest, notices of dishonor, and
notices of acceptance of this Guarantee. Each Guarantor further waives all
notices of the existence, creation or incurring of new or additional
indebtedness, arising either from additional loans extended to Borrower or
otherwise, and also waives all notices that the principal amount, or any
portion thereof, and/or any interest on any instrument or document
evidencing all or any part of the Obligations is due, notices of any and
all proceedings to collect from the maker, any endorser or any other
guarantor of all or any part of the Obligations, or from anyone else, and,
to the extent permitted by law, notices of exchange, sale, surrender or
other handling of any security or collateral given to the Lenders to secure
payment of the Obligations.
6. Financial Condition of Borrower. Each Guarantor hereby assumes
responsibility for keeping itself informed of the financial condition of
Borrower and of all circumstances bearing upon the risk of nonpayment of
the Obligations or any part thereof that diligent inquiry would reveal, and
such Guarantor hereby agrees that the Lenders shall not have any duty to
advise the Guarantors of information known to the Lenders regarding such
condition or any such circumstances. If a Lender, in its sole discretion,
undertakes at any time or from time to time to provide any such information
to the Guarantors, then neither such Lender or any other Lender shall be
under any obligation (a) to undertake any investigation not a part of its
regular business routine, (b) to disclose any information which, pursuant
to accepted or reasonable commercial finance practices, such Lender wishes
to maintain confidential or (c) to make any other or future disclosures of
such information or any other information to the Guarantors.
7. Marshalling of Assets. Each Guarantor consents and agrees that the
Lenders shall not be under any obligation to marshal any assets in favor of
the Guarantors or against or in payment of any or all of the Obligations.
Each Guarantor further agrees that, to the extent that Borrower makes a
payment or payments to the Lenders, or the Lenders receive any proceeds of
collateral, 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 such Borrower, its estate, trustee, receiver or
any other party, including, without limitation, the Guarantors, under any
bankruptcy law, state or federal law, common law or equitable cause, then
to the extent of such payment or repayment, the Obligations or part thereof
which have been paid, reduced or satisfied by such amount shall be
reinstated and continued in full force and effect as of the date such
initial payment, reduction or satisfaction occurred.
8. Representations and Warranties; Incumbency.
(a) Each Guarantor hereby represents and warrants that (i) such
Guarantor is a company duly organized and validly existing in good
standing under the laws of its jurisdiction of organization, and has
full power and authority to make and deliver this Guarantee; (ii) the
execution, delivery and performance of this Guarantee by such
Guarantor have been duly authorized by all necessary action of its
directors and shareholders and do not and will not violate the
provisions of, or constitute a default under, any presently applicable
law or its charter or bylaws or any agreement presently binding on it;
(iii) this Guarantee has been duly executed and delivered by the
authorized officers of such Guarantor and constitutes its lawful,
binding and legally enforceable obligation (subject to the United
States Bankruptcy Code and other similar laws generally affecting the
enforcement of creditors' rights); (iv) the authorization, execution,
delivery and performance of this Guarantee do not require notification
to, registration with, or consent or approval by, any federal, state
or local regulatory body or administrative agency; and (v) there are
no actions, suits or proceedings pending or threatened against or
affecting such Guarantor, or any of its properties, before any court
or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, that, if adversely determined,
may (A) call into question the legality, validity or enforceability of
this Guarantee or any Financing Document, or (B) have a material
adverse effect on the condition, financial or otherwise, operations,
properties or prospects of such Guarantor.
(b) Each Guarantor shall deliver to the Lenders, concurrently
with the execution of this Guarantee, a certificate executed by an
authorized officer of such Guarantor certifying as true, correct,
complete and in full force and effect, without amendment or revocation
as of the date of this Guarantee, and attaching: (i) the resolutions
of the Board of Directors (or similar governing body) of such
Guarantor authorizing the execution, performance and delivery of this
Guarantee, and (ii) such Guarantor's charter and bylaws or other
organizational documents.
9. Negative Covenants. Each Guarantor covenants and agrees that, so
long as any part of the Obligations shall remain unpaid or the Note
Agreement remains in effect, such Guarantor shall not, except as otherwise
permitted under the Note Agreement:
(a) create or suffer to exist any lien, security interest or
other charge or encumbrance, or any other type of preferential
arrangement, upon or with respect to any of its properties, whether
now owned or hereafter acquired, or assign any right to receive
income, in each case to secure any Indebtedness of any Person;
(b) sell, lease, transfer or otherwise dispose of any of its
material assets; or
(c) make any material change in the nature of its business as
carried on at the date of this Guarantee.
10. Amendments, Etc. No amendment or waiver of any provision of this
Guarantee nor consent to any departure by any Guarantor therefrom shall in
any event be effective unless the same shall be in writing and signed by
the Lenders, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
11. Addresses for Notices. All notices and other communications
provided for under this Guarantee shall be in writing and, if to a
Guarantor, mailed or delivered to it, addressed to it at the Company's
address as set forth in the Note Agreement, if to the Lenders, mailed or
delivered to them, addressed to them at the respective addresses of the
Lenders specified in the Note Agreement, or as to each party at such other
address as shall be designated by such party in a written notice to each
other party complying as to delivery with the terms of this Section. All
such notices and other communications shall, when mailed, be effective upon
the earlier of (a) receipt by the party so notified, or (b) forty-eight
(48) hours following deposit in the mails, addressed as aforesaid.
12. No Waiver; Remedies. No failure on the part of the Lenders to
exercise, and no delay in exercising, any right or remedy under this
Guarantee shall operate as a waiver of any such right or remedy, and no
single or partial exercise by the Lenders of any right or remedy shall
preclude any other or further exercise of such right or remedy or the
exercise of any other right; nor shall any modification, amendment or
waiver of any of the provisions of this Guarantee be binding upon the
Lenders, except as expressly set forth in a writing duly signed and
delivered by an authorized officer or agent of each of the Lenders on
behalf of such Lenders. The Lenders' failure at any time or times hereafter
to require strict performance by any of Borrower or Guarantor of any of the
provisions, warranties, terms and conditions contained in any promissory
note, security agreement, agreement, guarantee, instrument or document now
or at any time or times hereafter executed by Borrower or such Guarantor
and delivered to the Lenders shall not waive, affect or diminish any right
of the Lenders at any time or times hereafter to demand strict performance
thereof and such right shall not be deemed to have been waived by any act
or knowledge of the Lenders, their respective agents, officers or
employees, unless such waiver is contained in an instrument in writing
signed by an authorized officer or agent of each of the Lenders and
directed to Borrower specifying such waiver. No waiver by the Lenders of
any default or Event of Default shall operate as a waiver of any other
default or the same default or Event of Default on a future occasion, and
no action by the Lenders permitted under this Guarantee shall in any way
affect or impair the Lenders' rights or the obligations of the Guarantors
under this Guarantee. Any determination by a court of competent
jurisdiction of the amount of any principal and/or interest owing by any
Borrower to the Lenders shall be conclusive and binding on each Guarantor
irrespective of whether such Guarantor was a party to the suit or action in
which such determination was made. The remedies in this Guarantee provided
are cumulative and not exclusive of any remedies provided by law.
13. Right of Set-off. Upon the occurrence and during the continuation
of an Event of Default, the Lenders, or any of them, are hereby authorized
at any time and from time to time without notice to the Guarantors to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held
and other indebtedness at any time owing by any Lender to or for the credit
or the account of any Guarantor against any and all of the obligations of
the Guarantors now or hereafter existing under this Guarantee, whether or
not such Lender shall have made any demand under this Guarantee and
although such obligations of such Guarantor may be contingent. Each Lender
agrees promptly to notify the applicable Guarantor after any such set-off
and application made by such Lender, provided that the failure to give such
notice shall not affect the validity of such set-off and application. The
rights of the Lenders under this Section are in addition to other rights
and remedies (including, without limitation, other rights of set off) which
the Lenders may have.
14. Continuing Guarantee. This Guarantee is a continuing Guarantee and
shall (a) remain in full force and effect until payment in full of the
Obligations and the termination of all of the Borrower's obligations
arising under the Note Agreement and all other amounts payable under this
Guarantee, (b) be binding upon each Guarantor, its successors and assigns,
and (c) inure to the benefit of and be enforceable by each Lender and its
successors, transferees and assigns. Without limiting the generality of the
foregoing clause (c), a Lender may assign or otherwise transfer any portion
of Borrower's indebtedness to such Lender held by it to any other person or
entity, and such other person or entity shall thereupon become vested with
all the rights in respect of such Indebtedness granted to such Lender in
this Guarantee or otherwise.
15. Governing Law. This Guarantee shall be governed by, and construed
in accordance with, the laws of the State of Colorado, without regard to
principles of conflict of laws.
16. WAIVER OF JURY TRIAL. EACH GUARANTOR AND, BY ITS ACCEPTANCE
HEREFOF, EACH LENDER HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO:
(A) THIS GUARANTEE OR ANY OF THE FINANCING DOCUMENTS, OR (B) ANY OTHER
PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN THE LENDERS AND THE
GUARANTORS; OR (C) ANY CONDUCT, ACTS OR OMISSIONS OF THE GUARANTORS OR THE
LENDERS OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS,
REPRESENTATIVES, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH THE
GUARANTORS OR THE LENDERS; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING
IN TORT OR OTHERWISE. EACH GUARANTOR AND EACH LENDER ALSO WAIVES ANY BOND
OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE
REQUIRED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF
ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE
SUBJECT MATTER OF THIS GUARANTEE, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH
GUARANTOR AND EACH LENDER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY
RELIED ON THE WAIVER IN ENTERING INTO THIS GUARANTEE AND THAT EACH WILL
CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THIS
WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR
IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTEE, THE FINANCING
DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE NOTE.
EACH GUARANTOR AND EACH LENDER FURTHER WARRANTS AND REPRESENTS THAT EACH
HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH
LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS GUARANTEE MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.
17. WAIVER OF JURISDICTION. EACH GUARANTOR HEREBY CONSENTS TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF
DENVER, STATE OF COLORADO AND IRREVOCABLY AGREES THAT, SUBJECT TO THE
LENDER'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS GUARANTEE OR THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH
COURTS. EACH GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF
THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN
CONNECTION WITH THIS GUARANTEE, THE NOTE, OR ANY OTHER FINANCING DOCUMENT.
EACH GUARANTOR DESIGNATES AND APPOINTS CT CORPORATION SYSTEM AND SUCH OTHER
PERSONS AS MAY HEREAFTER BE SELECTED BY SUCH GUARANTOR WHICH IRREVOCABLY
AGREE IN WRITING TO SO SERVE AS ITS AGENT TO RECEIVE ON ITS BEHALF SERVICE
OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE
BEING HEREBY ACKNOWLEDGED BY SUCH GUARANTOR TO BE EFFECTIVE AND BINDING
SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE
MAILED BY THE LENDERS BY REGISTERED MAIL TO SUCH GUARANTOR AT ITS ADDRESS
PROVIDED IN SECTION 11 AND SHALL BE DEEMED TO HAVE BEEN RECEIVED BY SUCH
GUARANTOR FIVE (5) DAYS AFTER BEING SO MAILED. IF ANY AGENT APPOINTED BY A
GUARANTOR REFUSES TO ACCEPT SERVICE, SUCH GUARANTOR HEREBY AGREES THAT
SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING IN THIS
GUARANTEE SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDERS TO BRING PROCEEDINGS
AGAINST THE GUARANTORS IN THE COURTS OF ANY OTHER JURISDICTION.
18. Capitalized Terms. Capitalized terms not otherwise defined in this
Guarantee shall have the meanings given to such terms in the Note
Agreement.
19. Confession of Judgment. Each Guarantor hereby irrevocably
authorizes and empowers any attorney-at-law to appear for such Guarantor in
any action upon or in connection with this Guarantee at any time after any
of the Obligations become due, as in this Guarantee provided, in any court
in or of the State of Colorado or elsewhere, and waives the issuance and
service of process with respect thereto, and irrevocably authorizes and
empowers any such attorney-at-law to confess judgment in favor of the
Lenders against such Guarantor, the amount due thereon or hereon, plus
interest as in this Guarantee provided, and all costs of collection, and
waives and releases all errors in said proceedings and judgments and all
rights of appeal from the judgment rendered. Each Guarantor agrees and
consents that the attorney confessing judgment on behalf of such Guarantor
may also be counsel to the Lenders or any of the Lenders' respective
Affiliates, waives any conflict of interest which might otherwise arise,
and consents to the Lenders paying such confessing attorney a reasonable
legal fee or allowing such attorney's reasonable fees to be paid from the
proceeds of collection of the Loans and/or Obligations or proceeds of any
Collateral or any other security for the Loans and the other Obligations.
20. Joint and Several Obligations. Each of the obligations of each and
every Guarantor under this Guarantee are joint and several. The Lenders, or
any of them, may, in their sole discretion, elect to enforce this Guaranty
against any Guarantor without any duty or responsibility to pursue any
other Guarantor and such an election by the Lenders, or any of them, shall
not be a defense to any action the Lenders, or any of them, may elect to
take against any Guarantor. Each of the Lenders hereby reserves all rights
against each Guarantor.
21. Guarantee in Favor of Bank. To the extent that any obligation of
the Guarantors pursuant to this Guarantee is inconsistent with the
obligations of the Guarantors to Vectra Bank Colorado, National
Association, then the terms of such obligations to Vectra Bank Colorado,
National Association shall govern, pursuant to and to the extent provided
in the terms and conditions of the Intercreditor Agreement among Vectra
Bank Colorado, National Association and the Lenders dated as of the date of
this Guarantee.
IN WITNESS WHEREOF, each Guarantor has caused this Guarantee to be duly executed
and delivered by its officer thereunto duly authorized as of the date first
above written.
GUARANTORS:
ACT Teleconferencing, Inc.
By: ___________________________
Name:
Title:
ACT Teleconferencing Belgium SA
By: ___________________________
Name:
Title:
ACT Teleconferencing of Bermuda Limited
By: ___________________________
Name:
Title:
ACT Teleconferencing of Canada Inc.
By: ___________________________
Name:
Title:
ACT Teleconferencing Limited
By: ___________________________
Name:
Title:
ACT Business Solutions Limited
By: ___________________________
Name:
Title:
ACT Teleconferencing France SA
By: ___________________________
Name:
Title:
ACT Teleconferencing BV
By: ___________________________
Name:
Title:
ACT Teleconferencing GmbH
By: ___________________________
Name:
Title:
ACT Teleconferencing (Pty) Limited
By: ___________________________
Name:
Title:
ACT Teleconferencing Hong Kong Limited
By: ___________________________
Name:
Title:
ACT Teleconferencing Singapore PTE Limited
By: ___________________________
Name:
Title
