Exhibit 10.2I
GUARANTY
KNOW ALL MEN BY THESE PRESENTS:
FOR VALUE RECEIVED this 7th day of August, 2000, XXXXXXX XXXXXXXX, M.D., an
individual residing 0 Xxxxxx Xxxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000, hereby
unconditionally and irrevocably jointly and severally guarantees to XXXXXXX
COMMUNICATIONS, INC. a Delaware corporation with its address at Xxx Xxxx Xxxx
Xxxxx, Xxxxx Xxxxx, Xxx Xxxx 10965 and its successors and assigns ("Lender") the
following (collectively, the "Obligations"):
The timely and full payment and repayment of the obligations of LCS GOLF, INC. a
Delaware corporation ("Borrower") of which Guarantor is a shareholder, officer
and director, under that certain promissory note dated February 16, 2000 made by
Borrower to Lender in the original principal amount of $500,000.00 (the "LCS
Note") evidencing the loan made by Lender to Borrower pursuant to a Loan
Agreement (the "Loan Agreement") between Lender and Borrower dated February 16,
2000 (collectively the LCS Note and the Loan Agreement are referred to as the
"Obligation Documents"; it being acknowledged that Guarantor has heretofore made
payment of $50,000.00 to Lender on account of the Obligations), and including,
without limitation, up to $250,000.00 of the entire principal balance of the LCS
Note and any and all accrued and unpaid interest at any default or involuntary
rates provided for in the LCS Note ("Default Rates"), late charges and any other
amounts as may be provided in the LCS Note; and all costs and expenses of, and
advances made by Xxxxxx (including, without limitation, attorneys' fee and
disbursements) in enforcing the Obligations and Xxxxxxxx's and Guarantor's
obligations thereunder and hereunder, together with interest thereon at
applicable Default Rates, provided that the Guarantor's maximum liability under
this Guaranty shall not exceed $250,000.00 (except for the costs of collection
referred to below in the event of Guarantor's non-payment.)
The obligations of Guarantor hereunder are and shall be absolute under any and
all circumstances without regard to the validity, regularity or enforceability
of the Loan Agreement, the LCS Note or any other of the Obligation Documents or
the Guarantor's Note. The obligations of the Guarantor hereunder are primary,
direct, unconditional and completely independent of the obligations of Xxxxxxxx.
A separate cause of action or separate causes of action may be brought and
prosecuted against Guarantor without the necessity of joining, or previously
proceeding or exhausting any other remedy against, Xxxxxxxx, or any other person
who might have become liable for the indebtedness by assumption thereof or
otherwise, or of realizing upon any security then held by Xxxxxx. Guarantor
hereby specifically waives any and all defenses of any and every kind
(including, without limitation, substantive, procedural and jurisdictional
defenses) to any action or proceeding brought to enforce this Guaranty or any
part of this Guaranty either at law or in equity, except the single defense that
all the Obligations have actually been paid and performed. Lender shall not be
required to give notice to Guarantor of any failure or omission on the part of
Borrower to meet any payments sooner than at the time payment hereunder is
demanded, and Guarantor expressly waives any other notice, diligence,
presentment, demand for payment and protest.
This instrument is to be construed as a continuing, binding, absolute and
unconditional guaranty that shall remain in full force and effect as written
from and after the date hereof until the earlier of (i) actual payment and
performance of the Obligations in full, both principal and interest, and all
sums and obligations due under the Obligation Documents and (ii) payment by
Guarantor of $250,000.00 on account of the Obligations. Guarantor shall also pay
all reasonable attorneys' fees and disbursements and other costs and expenses
incurred by Lender if Lender resorts to the courts or otherwise requires the
services of an attorney to enforce this Guaranty.
If claim is ever made upon Lender for repayment or recovery of any amounts
received by Lender in payment of any of the indebtedness evidenced and secured
by the Obligation Documents and Lender repays all or part of said amount by
reason of (a) any judgment, decree or order of any court or administrative body
having jurisdiction over Lender or any of its property, or (b) any settlement or
compromise of such claim effected by Lender with any such
claimant (including, without limitation, Borrower), then, in such event,
Guarantor agrees that any such judgment, decree, order, settlement or compromise
shall be binding upon Guarantor, notwithstanding any revocation, termination or
return thereof or the cancellation of any of the Obligation Documents, and
Guarantor shall be and remain obligated to Lender hereunder for the amount so
repaid or recovered to the same extent as if such amount had never originally
been received by Lender.
This Guaranty shall be construed in accordance with the laws of the State of New
York without reference to principles of conflict of laws (including, without
limitation, the laws of any other country). This Guaranty cannot be modified,
amended or terminated orally. If any part of this Guaranty shall not be valid
under the laws of the State of New York, such part shall be rendered
inoperative, but the remainder of this Guaranty shall be enforceable. Guarantor
hereby irrevocably agrees that Guarantor is and shall remain subject to, and
Guarantor hereby irrevocably submits to personal jurisdiction in all State and
Federal courts located in the State and County of New York in any action or
proceeding arising out of this Guaranty and Guarantor hereby waives any defense
or right to stay or dismiss on the basis of forum non conveniens regarding any
action or proceeding brought before said courts. Service of any notice or
summons and complaint or other process in any such action or proceeding may be
made on Guarantor by U.S. Mail to Guarantor's address first set forth above,
Guarantor hereby waiving personal service thereof, or as may otherwise be
permitted by law. Guarantor hereby waives the right of trial by jury in any
litigation arising hereunder and also waives the right, in such litigation, to
interpose counterclaims or setoffs of any kind or description. No delay on the
part of Lender in exercising any power or right hereunder or under the
Obligation Documents shall operate as a waiver thereof; nor shall any single or
partial exercise of any power or right hereunder or the failure to exercise same
in any instance preclude other or further exercise thereof or the exercise of
any other power or right; nor shall Lender be liable for exercising or failing
to exercise any such power or right; the rights and remedies hereunder expressly
specified are cumulative and not exclusive of any right or remedies which Lender
may or will otherwise have.
Wherever the word "Lender" appears, the rights and authority granted Xxxxxx
shall also inure to the benefit of its successors and assigns (whether such
statement follows the word Lender or not), and the agreements contained herein
by Guarantor shall also bind the heirs, successors and assigns of Guarantor.
This Guaranty has been delivered to Lender by Guarantor in order to induce
Lender to forbear from accelerating the amount due from Borrower under the LCS
Note and the Loan Agreement). Upon Xxxxxx's receipt of a total of $300,000.00 on
account of the amounts due under the LCS Note (inclusive of a $50,000.00 payment
made by Guarantor prior to the date hereof), regardless of the source of funds,
this Guaranty shall be deemed satisfied in full and released and no longer in
force and effect.
IN WITNESS WHEREOF, Xxxxxxxxx has executed this Guaranty as of the day and year
first above written.
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
STATE OF NEW YORK: COUNTY OF ________________________: ss:
On the 7th day of August in the year 2000, before me, the undersigned, a Notary
Public in and for said state, personally appeared Xxxxxxx Xxxxxxxx, personally
known to me or proved to me on the basis or satisfactory evidence to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he executed same in his capacity, and that by his signature on the
instrument, the person, or the entity upon behalf of which the person acted,
executed the instrument.
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Notary Public
Notwithstanding anything to the contrary contained in the foregoing Guaranty,
(i) the maximum liability of the Guarantor thereunder shall not exceed
$250,000.00, and (ii) provided that the payments received by Lender in any
calendar month on account of the amount due under the LCS Note equal at least
$10,000.00, Lender shall forbear from enforcing this Guaranty.
XXXXXXX COMMUNICATIONS, INC.
By: /s/Xxxxxxx Xxxxxxxx CEO
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Name: Title:
