Exhibit 6
GUARANTY
In order to induce Commodore Environmental Services, Inc., a
Delaware corporation (the "Lender"), to (a) enter into that
certain Line of Credit Agreement of even date herewith (as same
may be amended from time to time, the "Line of Credit Agreement")
with Lanxide Performance Materials, Inc., a Delaware corporation
(the "Obligor"), (b) accept from the Obligor that certain Line of
Credit Promissory Note of even date herewith in the maximum
principal amount of $3,000,000 (as same may be amended from time
to time, the "Note"), being issued pursuant to the Line of Credit
Agreement, and (c) extend to the Obligor from time to time the
loans and advances contemplated by the Line of Credit Agreement,
the undersigned, LANXIDE CORPORATION, a Delaware corporation (the
"Guarantor"), hereby guarantees to the Lender, and/or any other
holder(s) of the Note from time to time, the full and timely
payment and performance by the Obligor of all principal,
interest, expenses, charges and other obligations from time to
time outstanding under, in respect of or pursuant to the Line of
Credit Agreement and/or the Note (collectively, the "Guaranteed
Obligations"). This is an absolute, irrevocable and
unconditional guaranty of payment and not merely of collection,
and the Lender may (notwithstanding the Guarantor's joint and
several liability with the Obligor and any and all other
guarantor(s) of any of the Guaranteed Obligations) enforce this
Guaranty without the need to resort to any proceedings or obtain
any judgment as against the Obligor or any guarantor, or to make
any resort to or against any collateral pledged by the Obligor or
any guarantor to secure the payment and performance of any of the
Guaranteed Obligations; and in the event that there shall at any
time occur and be continuing any Event of Default under the Note,
or if the Obligor's obligations under the Note shall be
automatically accelerated in accordance with the provisions
thereof, then the Guarantor shall forthwith pay to the Lender, on
demand, all Guaranteed Obligations.
1. Until the indefeasible payment in full of the
Guaranteed Obligations, the Guarantor makes the following
"Xxxxxxxx" waiver: THE GUARANTOR SHALL NOT TAKE BY ASSIGNMENT,
SUBROGATION OR OTHERWISE ANY CLAIM OR COLLATERAL THAT THE LENDER
MIGHT HAVE OR OBTAIN AGAINST OR FROM THE OBLIGOR, AND THE
GUARANTOR IRREVOCABLY WAIVES AND RELEASES, IN ADDITION TO THOSE
CLAIMS, ANY CLAIM FOR UNJUST ENRICHMENT, INDEMNIFICATION,
CONTRIBUTION OR REIMBURSEMENT, AND ANY AND ALL OTHER SUBROGATION
CLAIMS AGAINST THE OBLIGOR ON ACCOUNT OF ANY PAYMENTS HEREUNDER,
WHETHER BY STATUTE, BY CONTRACT, BY LAW OR IN EQUITY, WHETHER
ACTUAL OR CONTINGENT, AND WHETHER NOW OR HEREAFTER ARISING.
2. In order to induce the Lender to accept this Guaranty,
the Guarantor hereby represents and warrants that (a) it is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware, (b) the execution,
delivery and performance by the Guarantor of this Guaranty has
been duly authorized by all necessary corporate action on the
part of Guarantor, and has been duly executed and delivered by
the authorized officers of the Guarantor, (c) this Guaranty
constitutes the legal, valid and binding obligation of the
Guarantor enforceable against the Guarantor in accordance with
its terms, except to the extent that enforceability may be
limited by bankruptcy, insolvency or other similar laws affecting
the enforcement of creditors' rights generally, and by general
principles of equity, and (d) the Guarantor's execution, delivery
and performance of this Guaranty does not conflict with or
constitute a breach of the Guarantor's certificate of
incorporation or by-laws, or any material agreement to which the
Guarantor is a party or by which any of its property or assets is
bound, or require the consent of any other person.
3. The Guarantor hereby acknowledges and confirms that, as
the corporate parent and sole stockholder of the Obligor, the
Guarantor will derive immediate and substantial benefit from the
loans and advances to be made from time to time to the Obligor
under the Line of Credit Agreement. The Guarantor hereby further
acknowledges and agrees that the validity of this Guaranty and
the Guarantor's obligations hereunder shall in no way be
terminated, modified, affected, impaired or diminished by reason
of any of (i) the granting by the Lender of any consent,
indulgence, extension, renewal, waiver, compromise or release to
the Obligor or any other guarantor(s) of any of the Obligations,
(ii) any failure by the Lender to insist in any one or more
instances upon strict performance or observance by the Obligor
and/or any such other guarantor(s) of any of the terms,
provisions or conditions of the Line of Credit Agreement, the
Note and/or any security agreements, pledge agreements or other
agreements or instruments establishing or evidencing any
collateral security for the Note, this Guaranty or any other
guaranty of any of the Guaranteed Obligations (collectively, the
"Loan Documents"), (iii) any assertion or non-assertion by the
Lender against the Obligor and/or any such other guarantor(s) of
any of the rights or remedies reserved to the Lender in the Loan
Documents (including, without limitation, any application of
payments received from or in respect of the Obligor), (iv) any
forbearance by the Lender from exercising any of its rights or
remedies as aforesaid, (v) any bankruptcy, insolvency,
receivership, reorganization, liquidation or other similar
proceeding relating to the Obligor and/or any such other
guarantor(s), (vi) any relief of the Obligor and/or any such
other guarantor(s) from any of its obligations under the Loan
Documents, by operation of law, in equity or otherwise, (vii) any
offset or defense (other than the defense of full payment) in
favor of the Obligor, the Guarantor and/or any such other
guarantor(s) against the Lender, (viii) any amendment,
modification, extension, renewal, termination, compromise or
waiver under or in respect of the Loan Documents, (ix) any sale,
release or other disposition of any collateral security for the
Guaranteed Obligations, (x) any failure to take any action in
respect of any such collateral, or (xi) any transfer, assignment
or negotiation of any of the Loan Documents and/or any collateral
security as aforesaid (including, without limitation, this
Guaranty). The Guarantor hereby waives any and all notice,
demand, presentment, protest and other such privilege or
formality, and all notice in respect of the creation, renewal,
extension or accrual of any Guaranteed Obligations.
4. This Guaranty may be executed in any number of
counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
5. This Guaranty shall be binding upon the undersigned
Guarantor and its successors and assigns, shall inure to the
benefit of the Lender and its successors and assigns, and shall
terminate only upon the indefeasible payment and performance in
full of all of the Guaranteed Obligations. No assignment of, or
succession to, the obligations of the Guarantor hereunder shall
in any way terminate, modify, affect, impair or diminish the
obligations of the Guarantor hereunder, absent an express written
agreement to such effect duly executed by the Lender.
6. No delay on the part of the Lender in exercising any
rights hereunder, or any failure by the Lender to exercise any
such rights, shall operate as a waiver of any such rights for any
purposes, it being understood that the Lender may exercise any
and all of its rights hereunder at any time and from time to time
pursuant to the terms hereof.
7. This Guaranty may not be terminated, modified or
amended except by a writing duly executed by the Lender and the
Guarantor.
8. This Guaranty shall be governed by and construed in
accordance with the laws of the State of New York, without giving
effect to principles of conflicts of laws. The Guarantor hereby
consents to the jurisdiction of all courts (state and/or federal)
sitting in the State of New York in connection with any action or
proceeding under or in respect of this Guaranty, and waives trial
by jury in any such action or proceeding.
9. In the event that the holder hereof shall, after
default by the Guarantor of any of its obligations hereunder,
place this Guaranty in the hands of any attorney for enforcement
and/or collection, through legal proceedings or otherwise, the
Guarantor shall pay to the holder hereof all costs and expenses
of enforcement and collection (including reasonable attorneys'
fees).
IN WITNESS WHEREOF, the undersigned Guarantor, intending to
be legally bound hereby, has executed this Guaranty as of this
13th day of November, 1996.
Attest: LANXIDE CORPORATION
__________________________
By: /s/ Xxxx X. Xxxxxxx
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