GUARANTY
GUARANTY, given as of February 4, 1997, by NTI TELECOM, INC., a Nevada
Corporation, having an address at 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx,
Xxxxxx (hereinafter referred to as" Guarantor"), to BENTLEY KING ASSOCIATES,
INC., a Delaware corporation, having an address at 0000 X. Xxxxxxxx Xxxx, Xxx
Xxxxx, Xxxxxx ("Lender")(hereinafter "Guaranty"),
W I T N E S S E T H:
WHEREAS, concurrently herewith the Lender is lending to Net
Telecommunication Inc., a Nevada corporation, having an address at 000
Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx 00000 ("Maker"), the sum of
$300,000.00, together with interest thereon, as evidenced by a promissory note
and loan agreement dated as of February ~ ,1997 herewith made by Maker to
Lender (the "Note" and "Loan Agreement"); and
WHEREAS, Guarantor is a direct beneficiary of the Note to Maker inasmuch
as Maker will, from proceeds of the Note, finance Guarantor for the purpose of
commencing telecommunication service operations and in order to induce the
Lender to make said loan, the Guarantor has agreed to give the Guaranty of the
payment of the Note.
NOW THEREFORE, in consideration of Ten Dollars, and other valuable
consideration, the receipt and sufficiently of which is hereby acknowledged,
the parties hereto agree as follows:
1. The Guarantor does hereby unconditionally guaranty to the Lender the
due and punctual payment of all principal and interest evidenced by the Note
and all extensions, renewals or refinancings thereof, whenever due and
payable, and all expenses of collection of the Note and of enforcement of the
Guaranty, including reasonable attorneys' fees (collectively referred to
herein as the "Obligations").
2. This Guaranty is irrevocable, continuing, indivisible and
unconditional and, except as otherwise provided herein, may be proceeded upon
immediately after failure by the Maker to pay any of the Obligations, without
any prior action or proceeding against the Maker. The Guarantor hereby
consents to and waives notice of the following, none of which shall affect,
change or discharge the liability of the Guarantor hereunder: (a) any changes
in the terms of any agreement between the Maker and the Lender; and (b) the
acceptance, alteration, release or substitution by the Lender of any security
for the Obligations, whether provided by the Guarantor or any other person.
3. The Guarantor hereby expressly waives the following: (a) acceptance
and notice of acceptance of the Guaranty by Lender; (b) notice of extension of
time of the payment of, or renewal or alteration of the terms and conditions
of, any Obligations; (c) notice of any demand for payment, notice of default
or nonpayment as to any Obligations; (d) all other notices to which the
Guarantor might otherwise be entitled in connection with the Guaranty or the
Obligations of the Maker hereby guaranteed; and (e) trial by jury and the
right thereto in any action or proceeding~of any kind or nature, arising on,
under or by reason of, or relating in any way to, the Guaranty or the
Obligations.
4. The Guarantor has not and will not set up or claim and defense,
counterclaim, act-off or other objection of any kind to the suit, action or
proceeding at law, in equity, or otherwise, or to any demand or claim that may
be instituted or made under and by virtue of the Guaranty. All remedies of the
Lender by reason of or under the Guaranty are separate and cumulative remedies
and it is agreed that no one of such remedies shall be deemed in exclusion of
any other remedies available to the Lender.
5. The Guarantor represents and warrants that the Guarantor has full
power and authority to execute, deliver and perform this Guaranty, and that
neither the execution, delivery nor performance of the Guaranty will violate
any law or regulation, or any order or decree of any court or governmental
authority, or will conflict with, or result in the breach of, or constitute a
default under, any agreement or other instrument to which the Guarantor is a
party or by which Guarantor may be bound or will result in the creation or
imposition of any lien, claim or encumbrance upon any property of Guarantor.
6. The Guarantor covenants and agrees as follows:
(A) Guarantor covenants not to create, suffer or incur any lien,
mortgage, pledge, assignment or other encumbrance, or security interest in any
of Guarantor's property, assets or receivables, now owned or hereafter
acquired, except as contemplated by the Loan Agreement and related documents;
(B) Guarantor shall no have any indebtedness, except for indebtedness
incurred in the normal course of business;
(C) All taxes, levies and assessments of any description will be paid
and satisfied before interest of penalties accrue thereon;
(D) Guarantor shall not make any significant changes in its management;
(E) Guarantor shall maintain all necessary insurance and coverage so as
to protect its interest and the interest of Lender;
(F) Guarantor shall not decapitalize nor dilute the corporate structure
of the Guarantor;
(G) Guarantor shall not issue nor authorize any additional shares of any
stock, whether common or preferred.
7. This Guaranty may not be changed or terminated orally.
8. This Guaranty shall be construed in accordance with, and governed by,
the laws of the State of Nevada. No invalidity, irregularity, illegality or
unenforceability of any Obligation shall affect, impair or be defense to the
enforceability )f the Guaranty.
9. This Guaranty shall be binding upon an inure to the benefit of the
parties hereto and their respective heirs, executors, administrators,
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have duly executed this Guaranty
on the date first above written.
NTI TELECOM, INC.
By:/s/Xxxxxxx Xxxxx
------------------------
Xxxxxxx Xxxxx
President
BENTLEY KING ASSOCIATES, INC.
By:/s/Xxx X. Xxxxxx
------------------------
Xxx X. Xxxxxx
Executive Vice President
