EXHIBIT 10.50
FORM OF GUARANTY USED FOR EACH OF THE SECURED PROMISSORY NOTES FILED AS
EXHIBITS 10.46, 10.47 AND 10.48
GUARANTY
Single Transaction
TO: THE CIT GROUP/EQUIPMENT FINANCING, INC., Secured Party
This guaranty is being given in connection with Security Agreement and
Promissory Note dated November 30, 1998, between
GULFSTREAM AEROSPACE CORPORATION, a Georgia corporation, debtor, and, THE
CIT GROUP/EQUIPMENT FINANCING, INC., secured party.
Each of us severally requests you to enter into the foregoing Security
Agreement and to induce you to do so and in consideration thereof, each of
us, as a primary obligor, jointly, severally and unconditionally guarantees
to you that debtor will fully and promptly pay and perform all its
obligations to you under the Security Agreement, whether direct or
indirect, joint or several, absolute or contingent, secured or unsecured,
matured or unmatured, irrespective of any invalidity of unenforceability of
any such obligation or the insufficiency, invalidity or unenforceability of
any security therefor, and agrees without your first having to proceed
against debtor or to liquidate any security therefor, to pay on demand all
sums due and to become due to you from debtor and all losses, costs,
attorneys' fees or expenses which may be suffered by you by reason of
debtor's default or default of any of the undersigned and agrees to be
bound by and on demand to pay any deficiency established by a sale of the
security held, with or without notice to us. This guaranty is an
unconditional guarantee of payment and performance. No guarantor shall be
released or discharged, either in whole or in part, by your failure or
delay to perfect or continue the perfection of any security interest in any
property which secures the obligations of debtor to you under the foregoing
Security Agreement, or to protect the property covered by such security
interest.
No termination shall be effective except by notice sent to you by certified
mail return receipt requested naming a termination date effective not less
than 90 days after the receipt of such notice by you; or effective as to
any of us who has not given such notice; or affect any transaction effected
prior to the effective date of termination.
Each of us waives: notice of acceptance hereof; presentment, demand,
protect and notice of nonpayment or protest as to the foregoing Security
Agreement; any and all rights of subrogation, reimbursement, indemnity,
exoneration, contribution or any other claim which any of us may now or
hereafter have against the debtor or any other person directly or
contingently liable for the obligations guaranteed hereunder, or against or
with respect to the debtor's property (including, without limitation,
property collateralizing its obligations to you), arising from the
existence or performance of this guaranty; all setoffs and counterclaims;
any and all defenses based on suretyship or any other applicable law,
including without limitation all rights and defenses arising out of (i) an
election of remedies by you even though that election of remedies may have
destroyed rights of subrogation and reimbursement against the debtor by
operation of law or otherwise, (ii) protections afforded to the debtor
pursuant to antideficiency or similar laws limiting or discharging the
debtor's obligations to you, (iii) the invalidity or unenforceability of
this guaranty, (iv) the failure to notify any of us of the disposition of
any property securing the obligations of the debtor, (v) the commercial
reasonableness of such disposition or the impairment, however caused, of
the value of such property, and (vi) any duty on your part (should such
duty exist) to disclose to any of us any matter, fact or thing related to
the business operations or condition (financial or otherwise) of debtor or
its affiliates or property, whether now or hereafter known by you.
You may at any time without our consent, without notice to us and without
affecting or impairing the obligation of any of us hereunder, do any of the
following:
(a) renew, extend, modify (including changes in interest rates), release
or discharge any obligations of debtor or co-guarantors;
(b) accept partial payments of debtor's obligations under the Security
Agreement;
(c) accept new or additional documents, instruments or agreements
relating to or in substitution of debtor's obligations under said
Security Agreement;
(d) settle, release (by operation of law or otherwise), compound,
compromise, collect or liquidate any of debtor's obligations under
the Security Agreement and the security therefor in any manner;
(e) consent to the transfer or return of the security, and take and hold
additional security or guaranties for debtor's obligations under the
Security Agreement;
(f) amend, exchange, release or waive any security or guaranty; or
(g) bid and purchase at any sale of the security and apply any proceeds
or security, and direct the order and manner of sale.
If a claim is made upon you at any time for repayment or recovery of any
amount(s) or other value received by you, from any source, in payment of or
on account of any of the obligations of debtor guaranteed hereunder and you
repay or otherwise become liable for all or any part of such claim by
reason of:
(a) any judgment, decree or order of any court or administrative
body having competent jurisdiction; or
(b) any settlement or compromise of any such claim,
we shall remain jointly and severally liable to you hereunder for the
amount so repaid or for which you are otherwise liable to the same extent
as if such amount(s) had never been received by you, notwithstanding any
termination hereof or the cancellation of any note or other agreement
evidencing any of the obligations of debtor. This guaranty shall bind our
respective heirs, administrators, representatives, successors, and assigns,
and shall inure to your successors and assigns, including, but not limited
to, any party to whom you may assign the Security Agreement, we hereby
waiving notice of any such assignment. All of your rights are cumulative
and not alternative.
This Guaranty is to be interpreted and the rights of the parties governed
by the laws of the State of New York.
By execution of this guaranty each guarantor hereunder agrees to waive all
rights to trial by jury in any action, proceeding, or counterclaim on any
matter whatsoever arising out of, in connection with, or related to this
guaranty.
Executed November 30, 1998.
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CORPORATE GUARANTORS
GULFSTREAM AEROSPACE CORPORATION, a Delaware Corporation
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Name of Corporation
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City State Zip code
/s/ Chris A. Davis Title EVP & CFO
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Have signed by President, Vice President or Treasurer.
CORPORATE SEAL
/s/ Ira Berman
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Attest Secretary
GULFSTREAM DELAWARE CORPORATION, a Delaware corporation
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Name of Corporation
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City State Zip Code
By /s/ Chris A. Davis Title EVP & CFO
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Have signed by President, Vice President or Treasurer
CORPORATE SEAL
/s/ Ira Berman
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Attest Secretary