GUARANTY
Xxxx X. Xxxxxxx, an individual, residing at Xxxxx Xxxx, Xxxxxx Xxxxx, Xxxxx
Xxxxx, XX 00000 (the "Guarantor") in order to induce National Medical Health
Card Systems, Inc. ("Health Card") to accept a promissory note of even date
herewith in the principal sum of $4,254,785 (the "Note") evidencing a debt owed
by P.W. Capital, LLC to Health Card, do hereby, unconditionally and irrevocably
guaranty the full and prompt payment to Health Card of all amounts payable under
the Note.
This Guaranty shall be a continuing guaranty, and liability hereunder shall
in no way be affected or diminished by any renewal, extension, amendment or
modification of the Note or any waiver of the provisions thereof. The Guarantor
hereby waives any notice of default under or with respect to the Note. This
Guaranty is not conditioned or contingent upon any attempt to collect from
Maker. This Guaranty shall not be affected by any modification, amendment or
alteration of the Note or by any waiver, forbearance or extension of time for
payment granted to Maker.
This Guaranty shall inure to the benefit of and may be enforced by Health
Card or its endorsees, transferees, successors and assigns, and shall be binding
upon and enforceable against the Guarantor and his successors, heirs, executors,
administrators and legal representatives. This Guaranty may not be changed,
terminated, modified or waived orally, but only in writing signed by Health Card
and the Guarantor. This Guaranty shall remain and continue in full force and
effect notwithstanding, and the liability of the Guarantor hereunder shall in no
way be affected, modified or diminished by reason of (i) any bankruptcy,
insolvency, reorganization, arrangement, assignment for the benefit of
creditors, receivership or trusteeship or other similar action or proceeding
affecting Maker, whether or not notice of any of the foregoing is given to the
Guarantor, or (ii) the Guarantor no longer being affiliated with or related to
Maker.
This Guaranty shall be deemed to have been made in the State of New York
and the rights and liabilities of Maker and Guarantor shall be determined in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of the
1st day of June, 1998.
Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Sworn to before me this 1st day of June, 1998.
Xxxxx X. Xxxxxxxxxxxx
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Notary
[XXXXX X. XXXXXXXXXXXX NOTARY PUBLIC SEAL]
