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Exhibit 10.4
GUARANTY
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FLEET NATIONAL BANK Loan No. ___ Date: June 14, 0000
Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000 BORROWER: Xxxxxx and Xxxxxx, D.M.D., P.C.
and First New England Dental
Centers, Inc.
ORIGINAL PRINCIPAL
AMOUNT: $5,000,000 Line of Credit
LOAN ARRANGEMENT Dated: June 14, 1996
To induce Fleet National Bank (hereinafter "Lender" which term shall
include its successors and assigns) to enter into the foregoing Loan Arrangement
(which term shall include a certain $5,000,000 Revolving Line of Credit Loan
Agreement and a $5,000,000 Revolving Line of Credit Note, both of even date
herewith) with the above-named Borrower (hereinafter called the "Borrower") and
in consideration thereof and of any loans, advances or financial accommodations
heretofore or hereafter granted by Lender to or for the account of Borrower
thereunder, the undersigned Guarantor guarantees the payment to Lender of the
amount of $3,000,000 which is, or in the future may be, due under the Loan
Arrangement. Notwithstanding the foregoing, at such time as availability under
the $5,000,000 Revolving Line of Credit Loan Agreement has been increased
pursuant to section 3(a) of said Agreement, the amount guaranteed hereunder
shall float and shall be equal to the lesser of $3,000,000 or the amount by
which the amount outstanding under the Loan Arrangement exceeds the Security
Value of Accounts Receivable (as defined in Section 4(m) of the $5,000,000
Revolving Line of Credit Agreement.
Guarantor will further covenant to maintain unpledged Liquid Assets
(Cash and Marketable Securities) with a minimum market value of $7,000,000 as
determined by the quarterly submission of a personal financial statement and/or
other documentation acceptable to the Guarantor and Lender.
The Guarantor also agrees: to indemnify and hold Lender harmless against
all obligations, demands and liabilities, by whomsoever asserted, and against
all losses in any way suffered, incurred or paid by Lender as a result of or in
any way arising out of, or following, or consequential to transactions with the
Borrower under said Loan Arrangement; that this Guaranty shall not be impaired
by any modification, supplement, extension or amendment of any contract or
agreement to which the parties thereto may hereafter agree, nor by any
modification, release or other alteration of any of the obligations hereby
guaranteed or of any security therefor, nor by any agreements or arrangements
whatever with Borrower or anyone else; that the liability of each Guarantor
hereunder is direct and unconditional and may be enforced without
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requiring Lender first to resort to any other right, remedy or security; that no
Guarantor shall have any right of subrogation, reimbursement or indemnity
whatsoever, nor any right of recourse to security for the debts and obligations
of Borrower to Lender, unless and until all of said debts and obligations have
been paid in full; that if there is more than one Guarantor, the liability of
the Guarantor hereunder shall be joint and several; that if Borrower or any
Guarantor shall at any time become insolvent or make a general assignment, or if
a petition in bankruptcy or any insolvency or reorganization proceedings shall
be filed or commenced by, against or in respect of Borrower or any Guarantor,
any and all obligations of each Guarantor shall, at Lender's option, forthwith
become due and payable without notice; that the books and records of Lender
showing the account between Lender and Borrower shall be admissible in any
action or proceeding, shall be binding upon the Guarantor for the purpose of
establishing the items therein set forth and shall constitute prima facie proof
thereof; that this Guaranty is, as to each Guarantor, a continuing Guaranty
which shall remain effective during the initial term and each renewal term of
the foregoing Loan Arrangement; and that the death of any Guarantor shall not
affect the termination of this Guaranty as to such deceased or as to any other
Guarantor; that nothing shall discharge or satisfy the liability of any
Guarantor hereunder except the full payment and performance of all of Borrower's
debts and obligations to Lender with interest including without limitation any
ongoing obligations which survive the payment or other termination of the
primary debt and the discharge or other disposition of any mortgage or security
interest or of the Collateral thereunder; that any and all present and future
debts and obligations of Borrower to each Guarantor are hereby waived and
postponed in favor of and subordinated to the full payment and performance of
all present and future debts and obligations of Borrower to Lender; that all
sums at any time to the credit of the Guarantor and any of the property of the
Guarantor at any time in Lender's possession may be held by Lender as security
for any and all obligations of such Guarantor to Lender hereunder; and that the
Guarantor shall be liable to Lender for all expenses which Lender may incur in
enforcement of Lender's rights hereunder, including, without limitation,
reasonable attorneys' fees and expenses.
The Guarantor waives notice of acceptance hereof; the right to a jury
trial in any action hereunder; presentment and protest of any instrument, and
notice thereof; notice of default; and all other notices to which such Guarantor
might otherwise be entitled.
This Guaranty, all acts and transactions hereunder, and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
according to the laws of the Commonwealth of Massachusetts, shall be binding
upon the heirs, executors,
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administrators, successors and assigns of each Guarantor and shall enure to the
benefit of Lender, its successors and assigns.
WITNESS: GUARANTOR:
/s/ Illegible By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
STATE OF MA )
) ss.
COUNTY OF Suffolk )
The foregoing instrument was acknowledged before me this 14 day of June,
1996, by Xxxx X. Xxxxxx as his free act and deed.
/s/ Xxxxxx X. Xxxxxxxxx
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Notary Public
My Commission Expires: June 1, 2001
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