GUARANTY
Exhibit
10.3
THIS
UNLIMITED GUARANTY (“Guaranty”)
is made as of this 19th
day of February, 2008 in favor of FIFTH STREET MEZZANINE PARTNERS II, L.P., a
Delaware limited partnership (together with its successors and assigns, “Lender”)
by PET DRX CORPORATION, a Delaware corporation (“Guarantor”).
BACKGROUND
A. XLNT
VETERINARY CARE, INC., a Delaware corporation (“Lead Borrower”) and XXXXX
VETERINARY GROUP, INC., a California corporation, ANIMAL CLINIC OF YUCCA VALLEY,
INC., a California corporation, ANIMAL EMERGENCY CLINIC OF THE DESERT, INC., a
California corporation, ANIMAL MEDICAL HOSPITAL, INC., a California corporation,
XXXXXX PET HOSPITAL, INC., a California corporation, BRENTWOOD PET CLINIC, INC.,
a California corporation, ELDORADO ANIMAL HOSPITAL, INC., a California
corporation, XXXXXXX X. XXXXXXXX, INC., a California corporation, XXXXXXXX PET
HOSPITAL, INC., a California corporation, XXXXXXXXX & XXXXXX CORPORATION, a
California corporation, RAINBOW HAWK, INC., a California corporation, SAN XXXXXX
VETERINARY HOSPITAL, INC., a California corporation, SOUTH BAY VETERINARY
SPECIALISTS, INC., a California corporation, SOUTH COUNTY EMERGENCY ANIMAL
CLINIC, INC., a California corporation, STANFORD PET CLINIC, INC., a California
corporation, XXXXXX & XXXXXXX, INC., a California corporation, VETS &
PETS, INCORPORATED, a California corporation, YUBA-XXXXXX VETERINARY HOSPITAL,
INC., a California corporation, CALIFORNIA ANIMAL HOSPITAL VETERINARY SPECIALTY
GROUP, INC., a California corporation, VETSURG, INC., a California corporation,
BAY AREA VETERINARY SPECIALIST, INC., a California corporation and XXXXXXXX
VETERINARY CLINIC, INC., a California corporation (jointly and severally,
individually and collectively, “Borrower”) and Lender have entered into a
certain Credit Agreement dated March 29, 2007, as amended by that certain First
Amendment to Credit Agreement and Loan Documents dated as of the even date
herewith (collectively, the “Loan
Agreement”) pursuant to which Lender has made a loan (“Loan”)
to Borrower in the amount of $12,000,000.00. The Loan also is
evidenced by Borrower’s note to Lender dated March 29, 2007 (“Note”)
and secured by, among other things, a Security Agreement executed and delivered
by Borrower to Lender dated March 29, 2007 and that certain Security Agreement
executed and delivered by PET DRX CORPORATION, a
Delaware corporation, BAY AREA VETERINARY SPECIALIST, INC., a California
corporation and XXXXXXXX VETERINARY CLINIC, INC., a California corporation to
Lender dated as of the even date herewith (collectively, the “Security
Instrument”) which grants to Lender, among other things, a first lien on
all business assets and property of Borrower.
B. Guarantor
will derive substantial benefit from Lender’s modification of the Loan to
Borrower.
C. Lender
requires as a condition to the modification of the Loan that Guarantor agrees,
to guarantee for the benefit of Lender, and its successors and assigns, all
obligations and liabilities of Borrower with respect to the Loan.
NOW,
THEREFORE, to induce Lender to modify the Loan to Borrower, and in consideration
of the substantial benefit Guarantor will derive from the Loan, and other good
and valuable consideration, the receipt and sufficiency of which are
acknowledged, and intending to be legally bound hereby, Guarantor hereby agrees
as follows:
SECTION
1
DEFINED
TERMS
Defined
Terms. Capitalized terms used in this Guaranty and not
specifically defined in this Guaranty have the meaning provided in the Loan
Agreement.
SECTION
2
OBLIGATION
GUARANTEED
Guaranty
of Guaranteed Obligations. Guarantor irrevocably and
unconditionally, guarantees to Lender the prompt payment when due, whether at
stated maturity, by acceleration or otherwise, of all obligations and
liabilities of Borrower to Lender, including, without limitation, (a) the due
and punctual payment of all amounts due under the Note and the Loan Agreement
and of all monetary payments required to be made under the Loan Documents (and
all renewals, extensions, modifications and rearrangements thereof); and (b) the
full and faithful performance of all of the terms, covenants, conditions,
agreements and other obligations of Borrower contained in the Loan Documents and
all renewals, extensions, modifications and rearrangements of said Loan
Documents (collectively, “Guaranteed
Obligations”).
Unlimited
Nature of Guaranty. This is a guaranty of payment and
performance and not of collection or collectibility only. The
obligations under this Guaranty shall be unlimited, absolute, independent and
unconditional under any and all circumstances. For purposes of this
Guaranty, the term Guaranteed Obligations is used in its most comprehensive
sense to include both monetary and non-monetary obligations of Borrower to
Lender and to include, without limitation, each and every debt, obligation and
liability of Borrower already, now or hereafter made, incurred or created in
favor of Lender. The term also includes voluntary and involuntary
indebtedness however it arose or arises, whether it was or is a direct
obligation to Lender or was or is acquired by Lender by assignment, merger or
succession, whether it is due or not yet due, absolute or contingent, liquidated
or unliquidated or determined or undetermined, whether arising under a single
transaction or a series of transactions, whether arising before or after an
obligation of Borrower to Lender has been satisfied in full, and whether
Borrower may be liable for it individually or jointly with
others.
Continuing
Obligation. This Guaranty is a continuing guaranty and in full
force and effect and will be discharged only if and when the Loan has been paid
in full, and all obligations under the Loan Agreement and other Loan Documents
have been fully performed; provided,
however,
that notwithstanding any of the foregoing to the contrary, this Guaranty shall
remain in full force and effect for so long as any payment hereunder may be
voided in bankruptcy proceedings as a preference or for any other
reason.
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Direct
Action Against Guarantor. Lender has the right to
require Guarantor to pay, comply with and satisfy its obligations and
liabilities under this Guaranty, and shall have the right to proceed immediately
against Guarantor with respect thereto, without being required to attempt
recovery first from Borrower or any other party, without first suing on the Note
or any other Loan Document and without demonstrating that the collateral for the
Loan is inadequate security or that Lender has exercised (to any degree) or
exhausted any of Lender’s other rights and remedies with respect to Borrower or
any collateral for the Loan.
SECTION
3
GENERAL
TERMS AND CONDITIONS
Payments;
Interest on Amounts Payable Hereunder. Amounts payable to
Lender under this Guaranty shall be immediately due and payable on Lender’s
written demand and shall be paid without reduction by set-off, defense,
counterclaim or cross-claim. Interest at the lower of the Default
Rate or the maximum interest rate permitted by applicable law also shall accrue
on any judgment obtained by Lender in connection with the enforcement or
collection of amounts due under this Guaranty until such judgment is paid in
full. Lender may apply all money received by Lender to payment or
reduction of the Loan or reimbursement of Lender’s expenses, in such priority
and proportions, and at such time or times as Lender may
elect.
Cumulative
Remedies. Guarantor acknowledges that following an Event of
Default, with respect to the Loan, Lender shall be entitled to accelerate the
Loan and exercise all other rights and remedies as have been provided to Lender
hereunder, under the other Loan Documents, by law or in equity including without
limitation enforcement of this Guaranty. All rights and remedies are
cumulative and may be exercised independently, concurrently or successively in
Lender’s sole discretion and as often as occasion therefor shall
arise. Lender’s delay or failure to accelerate the Loan or exercise
any other remedy upon the occurrence of an Event of Default with respect to the
Loan shall not be deemed a waiver of such right as remedy. No partial
exercise by Lender of any right or remedy will preclude further exercise
thereof. Notice or demand given to Borrower in any instance will not
entitle Borrower to notice or demand in similar or other circumstances nor
constitute Lender’s waiver of its right to take any future action in any
circumstance without notice or demand (except where expressly required by this
Guaranty to be given). Lender may release other security for the
Loan, may release any party liable for the Loan, may grant extensions, renewals
or forbearances with respect thereto, may accept a partial or past due payment
or grant other indulgences, or may apply any other security held by it to
payment of the Loan, in each case without prejudice to its rights under this
Guaranty and without such action being deemed an accord and satisfaction or a
reinstatement of the Loan. Lender will not be deemed as a consequence
of its delay or failure to act, or any forbearances granted, to have waived or
be estopped from exercising any of its rights or remedies.
Enforcement
Costs. Guarantor hereby agrees to pay, on written demand by Lender, all
costs incurred by Lender in collecting any amount payable under this Guaranty or
enforcing or protecting its rights under the Guaranty in each case whether or
not legal proceedings are commenced. Such fees and expenses include,
without limitation, reasonable fees for attorneys, paralegals and other hired
professionals, a reasonable assessment of the cost of services performed by
Lender’s default management staff, court fees, costs incurred in connection with
pre-trial, trial and appellate level proceedings (including discovery and expert
witnesses), costs incurred in post-judgment collection efforts or in any
bankruptcy proceeding. Amounts incurred by Lender shall be
immediately due and payable, and shall bear interest at the Default Rate from
the date of disbursement until paid in full, if not paid in full within ten (10)
business days after Lender’s written demand for payment.
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Unimpaired
Liability. Guarantor acknowledges and agrees that all
obligations hereunder are and shall be absolute and unconditional under any and
all circumstances without regard to the validity, regularity or enforceability
of any or all of the Loan Documents or the existence of any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor or surety. Without limiting the foregoing, Guarantor
acknowledges and agrees that its respective liability hereunder shall in no way
be released, terminated, discharged, limited or impaired by reason of any of the
following (whether or not Guarantor has any knowledge or notice
thereof): (a) Borrower’s lack of authority or lawful right to
enter into any of the Loan Documents; (b) any modification, supplement,
extension, consolidation, restatement, waiver or consent provided by Lender with
respect to any of the Loan Documents including, without limitation, approval of
a Transfer or the grant of extensions of time for payment or performance;
(c) failure to record any Loan Document or to perfect any security interest
intended to be provided thereby or otherwise to protect, secure or insure any
collateral for the Loan; (d) Lender’s failure to exercise, or delay in
exercising, any rights or remedies Lender may have under the Loan Documents or
under this Guaranty; (e) the release or substitution, in whole or in part,
of any collateral for the Loan or acceptance of additional collateral for the
Loan; (f) the release of Guarantor from performance, in whole or in part,
under this Guaranty or the release of Borrower from performance, in whole or in
part, under any of the Loan Documents, in each case whether by operation of law,
Lender’s voluntary act, or otherwise; (g) any bankruptcy, insolvency,
reorganization, adjustment, dissolution, liquidation or other like proceeding
involving or affecting Borrower, any other guarantor or Lender;
(h) the termination or discharge of the Security Instrument or the exercise
of any rights or remedies thereunder; (i) the existence of any claim,
setoff, counterclaim, defense or other rights which Guarantor may have against
Borrower, any other guarantor or Lender, whether in connection with the Loan or
any other transaction; or (j) the accuracy or inaccuracy of the
representations and warranties made by Borrower in any of the Loan
Documents.
Waivers. Guarantor
hereby waives and relinquishes, to the fullest extent permitted by law:
(a) all rights or claims of right to cause a marshalling of assets or to
cause Lender to proceed against any of the collateral for the Loan before
proceeding under this Guaranty against it or any other guarantor; (b) all
rights and remedies accorded by applicable law to sureties or guarantors, except
any rights of subrogation and contribution (the exercise of which are subject to
the terms of this Guaranty); (c) the right to assert a counterclaim, other
than a mandatory or compulsory counterclaim, in any action or proceeding brought
by or against it; (d) notice of acceptance of this Guaranty and of any
action taken or omitted in reliance hereon; (e) presentment for payment,
demand, protest, notice of nonpayment or failure to perform or observe, or any
other proof, notice or demand to which it might otherwise be entitled with
respect to its obligations hereunder; and (f) all homestead or exemption
rights against the obligations hereunder and the benefits of any statutes of
limitation or repose.
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Guarantor
Bound by Judgment Against Borrower. Guarantor agrees that it
shall be bound conclusively, in any jurisdiction, by the judgment in any action
by Lender against Borrower in connection with the Loan Documents (wherever
instituted) as if such Guarantor were a party to such action even if not so
joined as a party.
Certain
Consequences of Borrower’s Bankruptcy.
(a) If
Borrower shall be subject to the protection of the Bankruptcy Code or any
insolvency law the effect of which is to prevent or delay Lender from taking any
remedial action against Borrower, including the exercise of any option Lender
has to accelerate and declare the Loan immediately due and payable, Lender may,
as against Guarantor, nevertheless declare the Loan due and payable and enforce
any or all of its rights and remedies against Guarantor as provided
herein.
(b) Any
payment made on the Loan, whether made by Borrower or any Guarantor or any other
Person, that is required to be refunded or recovered from Lender as a preference
or a fraudulent transfer or is otherwise set-aside pursuant to the Bankruptcy
Code or any insolvency or other debtor relief law shall not be considered as a
payment made on the Loan or under this Guaranty. Guarantor’s
liability under this Guaranty shall continue with respect to any such payment,
or be deemed reinstated, with the same effect as if such payment had not been
received by Lender, notwithstanding any notice of revocation of this Guaranty
prior to such avoidance or recovery or payment in full of the Loan, until such
time as all periods have expired within which Lender could be required to return
any amount paid at any time on account of the Guaranteed
Obligations.
(c) Until
payment in full of the Loan (including interest accruing on the Note after the
commencement of a proceeding by or against Borrower under the Bankruptcy Code,
which interest the parties agree remains a claim that is prior and superior to
any claim of Guarantor notwithstanding any contrary practice, custom or ruling
in cases under the Bankruptcy Code generally), Guarantor agrees not to accept
any payment or satisfaction of any kind of indebtedness of Borrower to Guarantor
and hereby assigns such indebtedness to Lender, including the right (but not the
obligation) to file proof of claim and to vote in any other bankruptcy or
insolvency action, including the right to vote on any plan of reorganization,
liquidation or other proposal for debt adjustment under Federal or state
law.
Subrogation
and Contribution. Guarantor agrees that no payment by it under
this Guaranty shall give rise to (a) any rights of subrogation against
Borrower or the collateral for the Loan, or (b) any rights of contribution
against any other guarantor, in each case unless and until Lender has received
full and indefeasible payment of the Loan. If the deferral of such
rights shall be unenforceable for any reason, Guarantor agrees that (a) its
rights of subrogation shall be junior and subordinate to Lender’s rights against
Borrower and the collateral for the Loan, and (b) its rights of
contribution against any other guarantor shall be junior and subordinate to
Lender’s rights against Guarantor.
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Subordination
of Borrower’s Obligations to Guarantor. Any indebtedness of
Borrower to Guarantor, now or hereafter existing, together with any interest
thereon, shall be and hereby is deferred, postponed and subordinated to the
prior payment in full of the Loan. Further, Guarantor agrees that
should such Guarantor receive any payment, satisfaction or security for any
indebtedness owed by Borrower to it, the same shall be delivered to Lender in
the form received (endorsed or assigned as may be appropriate) for application
on account of, or as security for, the Loan and until so delivered to Lender,
shall be held in trust for Lender as security for the Loan.
Lender
Transferees; Secondary Market Activities. Guarantor
acknowledges and agrees that Lender, without notice to Guarantor or Guarantor’s
prior consent, may assign all or any portion of its rights hereunder in
connection with any sale, assignment or participation of the
Loan.
SECTION
4
REPRESENTATIONS
AND WARRANTIES
Guarantor
Due Diligence and Benefit. Guarantor represents and warrants
to Lender that (a) the Loan and this Guaranty are for commercial purposes,
(b) it has had adequate opportunity to review the Loan Documents,
(c) it is fully aware of obligations of Borrower thereunder and of the
financial condition, assets and prospects of Borrower, and (d) it is
executing and delivering this Guaranty based solely upon Guarantor’s own
independent investigation of the matters contemplated by clauses (a)-(c)
and in no part upon any representation, warranty or statement of Lender with
respect thereto.
General. Guarantor
represents and warrants that:
(a) Authority. Guarantor
has the full power and authority to execute and deliver this Guaranty and to
perform its obligations hereunder and that (i) Guarantor is duly organized,
validly existing and in good standing under the laws of the state of its
formation, and (ii) the execution, delivery and performance of this
Guaranty by Guarantor has been duly and validly authorized and the person(s)
signing this Guaranty on Guarantor’s behalf has been validly authorized and
directed to sign this Guaranty.
(b) Valid
and Binding Obligation. This Guaranty constitutes Guarantor’s
legal, valid and binding obligation, enforceable against it in accordance with
its terms.
(c) No
Conflict with Other Agreement. Guarantor’s execution, delivery
and performance of this Guaranty will not (i) violate Guarantor’s
organizational documents, (ii) result in the breach of, or conflict with,
or result in the acceleration of, any obligation under any guaranty, indenture,
credit facility or other instrument to which Guarantor or any of its assets may
be subject, or (iii) violate any order, judgment or decree to which
Guarantor or any of its assets is subject.
(d) No
Pending Litigation. No action, suit, proceeding or
investigation currently is pending or, to the best of Guarantor’s knowledge,
threatened against Guarantor which, either in any one instance or in the
aggregate, may have a material, adverse effect on Guarantor’s ability to perform
its obligations under this Guaranty.
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(e) Consideration. Guarantor
will derive substantial benefit from the Loan to Borrower.
SECTION
5
MISCELLANEOUS
Notices. All
notices and other communications under this Guaranty are to be in writing and
addressed in the case of Lender to the address as set forth in the Loan
Agreement and in the case of Guarantor, as set forth below Guarantor’s signature
hereto. Default or demand notices shall be deemed to have been duly
given upon the earlier of: (a) actual receipt; (b) one (1) business
day after having been timely deposited for overnight delivery, fee prepaid, with
a reputable overnight courier service, having a reliable tracking system;
(c) one (1) business day after having been sent by telecopier (with answer
back acknowledged) provided an additional notice is given pursuant to (b); or
(d) three (3) business days after having been deposited in any post office
or mail depository regularly maintained by the U.S. Postal Service and sent by
certified mail, postage prepaid, return receipt requested, and in the case of
clauses (b) and (d) irrespective of whether delivery is
accepted. A new address for notice may be established by written
notice to the other parties; provided, however, that no address change will be
effective until written notice thereof actually is received by the party to whom
such address change is sent.
Entire
Agreement; Modification. This Guaranty is the entire agreement
between the parties hereto with respect to the subject matter hereof, and
supersedes and replaces all prior discussions, representations, communications
and agreements (oral or written). This Guaranty shall not be
modified, supplemented, or terminated, nor any provision hereof waived, except
by a written instrument signed by the party against whom enforcement thereof is
sought, and then only to the extent expressly set forth in such
writing.
Binding
Effect. This Guaranty is binding upon and inures to the
benefit of Guarantor, Lender and their respective heirs, executors, legal
representatives, successors, and assigns, whether by voluntary action of the
parties or by operation of law. Guarantor may not delegate or
transfer its obligations under this Guaranty.
Unenforceable
Provisions. Any provision of this Guaranty which is determined
by a court of competent jurisdiction or government body to be invalid,
unenforceable or illegal shall be ineffective only to the extent of such
determination and shall not affect the validity, enforceability or legality of
any other provision, nor shall such determination apply in any circumstance or
to any party not controlled by such determination.
Duplicate
Originals; Counterparts. This Guaranty may be executed in any
number of duplicate originals, and each duplicate original shall be deemed to be
an original. This Guaranty (and each duplicate original) also may be executed in
any number of counterparts, each of which shall be deemed an original and all of
which together constitute a fully executed Guaranty even though all signatures
do not appear on the same document.
Construction
of Certain Terms. Defined terms used in this Guaranty may be
used interchangeably in singular or plural form, and pronouns shall be construed
to cover all genders. Section headings are for convenience only and
shall not be used in interpretation of this Guaranty. The words
“herein,” “hereof” and “hereunder” and other words of similar import refer to
this Guaranty as a whole and not to any particular section, paragraph or other
subdivision; and the word “section” refers to the entire section and not to any
particular subsection, paragraph of other subdivision; and “Guaranty” and each
of the Loan Documents referred to herein mean the agreement as originally
executed and as hereafter modified, supplemented, extended, consolidated, or
restated from time to time.
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GOVERNING
LAW. THIS
GUARANTY AND EACH OF THE OTHER LOAN DOCUMENTS WHICH DOES NOT EXPRESSLY SET FORTH
APPLICABLE LAW SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW
YORK,
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
CONSENT
TO JURISDICTION. GUARANTOR
HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN
THE STATE OF NEW YORK AND IRREVOCABLY AGREE THAT, SUBJECT TO
LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS GUARANTY OR THE OTHER LOAN DOCUMENTS SHALL BE
LITIGATED IN SUCH COURTS. GUARANTOR EXPRESSLY SUBMITS AND CONSENTS TO THE
JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS. GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON GUARANTOR
BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO
GUARANTOR, AT THE ADDRESS SET FORTH IN THIS GUARANTY AND SERVICE SO MADE SHALL
BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED. IN ANY
LITIGATION, TRIAL, ARBITRATION OR OTHER DISPUTE RESOLUTION PROCEEDING RELATING
TO THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS, ALL DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS OF GUARANTOR OR ANY OF ITS AFFILIATES SHALL BE DEEMED TO BE
EMPLOYEES OR MANAGING AGENTS OF GUARANTOR FOR PURPOSES OF ALL APPLICABLE LAW OR
COURT RULES REGARDING THE PRODUCTION OF WITNESSES BY NOTICE FOR TESTIMONY
(WHETHER IN A DEPOSITION, AT TRIAL OR OTHERWISE). GUARANTOR AGREES
THAT LENDER’S COUNSEL IN ANY SUCH DISPUTE RESOLUTION PROCEEDING MAY EXAMINE ANY
OF THESE INDIVIDUALS AS IF UNDER CROSS-EXAMINATION AND THAT ANY DISCOVERY
DEPOSITION OF ANY OF THEM MAY BE USED IN THAT PROCEEDING AS IF IT WERE AN
EVIDENCE DEPOSITION. GUARANTOR IN ANY EVENT WILL USE ALL COMMERCIALLY
REASONABLE EFFORTS TO PRODUCE IN ANY SUCH DISPUTE RESOLUTION PROCEEDING, AT THE
TIME AND IN THE MANNER REQUESTED BY LENDER, ALL PERSONS, DOCUMENTS (WHETHER IN
TANGIBLE, ELECTRONIC OR OTHER FORM) OR OTHER THINGS UNDER THEIR CONTROL AND
RELATING TO THE DISPUTE.
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WAIVER
OF JURY TRIAL. GUARANTOR
HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS GUARANTY AND THE OTHER LOAN DOCUMENTS. GUARANTOR
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS GUARANTY
AND THE OTHER LOAN DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER
IN THEIR RELATED FUTURE DEALINGS. GUARANTOR WARRANTS AND REPRESENTS
THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL
COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS.
[Remainder
of page is blank; signatures appear on next page.]
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IN
WITNESS WHEREOF, the undersigned hereby signs, seals and delivers this
Guaranty.
PET
DRX CORPORATION,
a
Delaware corporation
| By: | /s/ Xxxxxx Xxxxxxxxx | ||
| Name: | Xxxxxx Xxxxxxxxx | ||
|
Title:
|
Secretary | ||
|
Address
for Notice:
|
|||
| Fax: | |||
| Attn: | |||
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