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Exhibit 10.6.c
GENERAL GUARANTEE
(Individual or Partnership)
December 1, 1993
FOR VALUE RECEIVED, and in consideration of loans made or to be made or
credit otherwise extended or to be extended by THE BANK OF NEW YORK
(hereinafter referred to as the "Bank") to or for the account of Manchester
Equipment Co., Inc. of 00 Xxxxxx Xxxx., Xxxxxxxxx, Xxx Xxxx 00000 (hereinafter
referred to as the "Borrower") from time to time and at any time and for other
good and valuable consideration and to induce the Bank, in its discretion, to
make such loans or extensions of credit and to make or grant such renewals,
extensions, releases of collateral or relinquishments of legal rights as the
Bank may deem advisable, the undersigned (jointly and severally, if more than
one guarantor, absolutely and unconditionally guarantee to the Bank, its
successors, endorsees and assigns, the prompt payment when due of all present
and future obligations and liabilities of any and all kinds of the Borrower to
the Bank and of all instruments of any nature evidencing or relating to any
such obligations and liabilities upon which the Borrower or one or more parties
and the Borrower is or may become liable to the Bank, whether incurred by the
Borrower as maker, endorser, drawer, acceptor, guarantor, accommodation party
or otherwise, and whether due or to become due, secured or unsecured, absolute
or contingent, joint or several, and howsoever or whenever acquired by the Bank
(all of which are herein collectively referred to as the "Obligations"), and
irrespective of the genuineness, validity, regularity or enforceability of such
Obligations, or of any instrument evidencing any of the Obligations or of any
collateral therefor or of the existence or extent of such collateral.
The undersigned hereby assents that the Bank may at any time and from
time to time, either before or after the maturity thereof, without notice to or
further consent of the undersigned, extend the time of payment of, exchange,
release, substitute or surrender any collateral for, renew or extend any of the
Obligations or increase the interest rate thereon, and may also make any
agreement with the Borrower or with any other party to or person liable on any
of the Obligations, or interested therein, for the extension, renewal, payment,
compromise, discharge or release thereof, in whole or in part, or for any
modification of the terms thereof or of any agreement between the Bank and the
Borrower or any such other party or person, without in any way impairing or
affecting this guarantee.
The undersigned hereby agrees that this guarantee shall not be impaired
or otherwise affected by any failure to call for, take, hold, protect or
perfect, continue the perfection of or enforce any security interest in or
other lien upon, any collateral for the Obligations, or by failure to exercise,
delay in the exercising or waiver of, or forbearance with respect to, any
right or remedy available to the Bank with respect to the Obligations.
The undersigned hereby acknowledges that the undersigned has derived or
expects to derive a financial or other advantage from each and every Obligation
incurred by the Borrower to the Bank.
The undersigned waives notice of the acceptance of this guarantee and
of the making of any such loans or extensions of credit or the incurrence of
any Obligation, presentment to or demand of payment from anyone whomsoever
liable upon any of the Obligations, protest, notice of presentment, non-payment
or protest and notice of any sale of collateral security or any default of any
sort.
To secure the liabilities of the undersigned under this guarantee, the
undersigned hereby grants to the Bank a security interest in and a lien upon
any personal property of the undersigned or in which the undersigned may have
an interest which is now or may at any time hereafter come into the possession
or control of the Bank, or of any third party acting in its behalf, whether for
the express purpose of being used by the Bank as collateral security or for
safekeeping or for any other or different purpose including such personal
property as may be in transit by mail or carrier for any purpose or covered or
affected by any documents in the Bank's possession or control, or in the
possession or control of any third party acting in its behalf. The undersigned
hereby authorizes the Bank in its discretion, at any time, to appropriate and
apply upon any of the liabilities of the undersigned under this guarantee any
such property of the undersigned and to charge any of such liabilities against
any balance of any account standing to the credit of the undersigned on the
books of the Bank. To satisfy the liabilities of the undersigned under this
guarantee, the Bank shall have, in addition to all other rights and remedies
allowed by law, the rights and remedies of a secured party under the Uniform
Commercial Code as in effect in the State of New York at the date hereof and,
without limiting the generality of the foregoing, the Bank may immediately,
without demand of performance and without notice of intention to sell or of
time or place of sale or of redemption or other notice or demand whatsoever to
the undersigned, all of which are hereby expressly waived, and without
advertisement, sell at public or private sale, grant options to purchase or
otherwise realize upon, in the State of New York, or elsewhere, the whole or
from time to time any part of the said collateral upon which the Bank shall
have a security interest and lien as aforesaid, and after deducting from the
proceeds of sale or other disposition of the said collateral all expenses
(including all reasonable expenses for legal services of every kind and other
expenses as set forth below) shall apply the residue of such proceeds toward
the payment of any of the liabilities of the undersigned under this guarantee
in such order as the Bank shall elect, the undersigned remaining liable for any
deficiency remaining unpaid after such application. If notice of any sale or
other disposition is required by law to be given, the undersigned hereby agrees
that a notice sent at least two days before the time of any intended public
sale or of the time after which any private sale or other disposition of the
said collateral is to be made, shall be reasonable notice of such sale or
other disposition.
At any such sale or other disposition the Bank may itself purchase the
whole or any part of the collateral sold, free from any right of redemption on
the part of the undersigned, which right is hereby waived and released.
The undersigned agrees that the aforementioned collateral secures, and
further agrees to pay on demand, all expenses (including reasonable expenses
for legal services of every kind and cost of any insurance and payment of taxes
or other charges) of, or incidental to, the custody, care, sale or collection
of, or realization upon, any of the said collateral or in any way relating to
the enforcement or protection of the rights of the Bank hereunder or with
respect to any of the Obligations.
This is a continuing guarantee and shall remain in full force and effect
and be binding upon the undersigned, and the undersigned's personal
representatives and assigns, until written notice of its revocation shall
actually be received by the Bank at the office of the Bank at which the
Borrower's account is maintained. No such revocation shall release the
undersigned or effect in any manner the rights, remedies, powers, security
interests and liens of the Bank under this guarantee with respect to any of the
Obligations arising prior to actual receipt by the Bank of such written notice
of revocation and any renewals or extensions thereof and any such revocation by
one of the undersigned shall not affect the continuing liabilities hereunder of
such of the undersigned as do not give such notice of revocation. If any of the
present or future Obligations are guaranteed by persons, partnerships or
corporations in addition to the undersigned, the death, release or discharge in
whole or in part, or the bankruptcy, liquidation or dissolution of one or more
of them, shall not discharge or affect the liabilities of the undersigned under
this guarantee.
This guarantee shall continue to be effective or be reinstated, as the
case may be, if at any time payment of all or any part of any of the
Obligations is rescinded or must be restored or returned by the Bank whether
under any reorganization, bankruptcy or insolvency proceeding or otherwise.
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This guarantee is a guarantee of payment and not of collection, and the
Bank shall be under no obligation to take any action against the Borrower or
any other person liable with respect to any of the Obligations or resort to any
collateral security held by it to secure any of the Obligations as a condition
precedent to the undersigned being obligated to perform as agreed herein. The
undersigned hereby waives any rights to interpose any defense, counterclaim or
offset of any nature and description which it may have or which may exist
between and among the Bank, the Borrower and/or the undersigned.
(SEE REVERSE SIDE)
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The undersigned hereby waives any rights to be subrogated to the rights
of the Bank with respect to the Obligations and the undersigned waives any
right to and agrees that it will not institute or take any action against the
Borrower seeking contribution, reimbursement or indemnification by the
Borrower with respect to any payments made by the undersigned to the Bank
hereunder.
No failure on the part of the Bank to exercise, and no delay in
exercising, any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by the Bank of any right,
remedy or power hereunder preclude any other or future exercise thereof or
the exercise of any other right, remedy or power.
Each and every right, remedy and power hereby granted to the Bank or
allowed it by law or other agreement shall be cumulative and not exclusive of
any other, and may be exercised by the Bank at any time and from time to time.
This guarantee embodies the entire agreement among the Bank and the
undersigned with respect to the subject matter hereof and supersedes all prior
agreements and understandings relating to the subject matter hereof.
The undersigned and the Bank waive the right to trial by jury in any
action or proceeding based upon, arising out of or in any way connected to this
guarantee or any of the transactions contemplated hereby.
This guarantee shall be construed and interpreted in accordance with the
laws of the State of New York. Unless the text otherwise requires, all terms
used herein shall have the meanings specified in the Uniform Commercial Code as
in effect in the State of New York at the date hereof. The undersigned submits
to the jurisdiction of state and federal courts located in the City and State of
New York in personam and agrees that all actions and proceedings relating
directly or indirectly to this guarantee shall be litigated only in said courts
or courts located elsewhere as the Bank may select and that such courts are
convenient forums. The undersigned waives personal service upon it and consents
to service of precess out of said courts by mailing a copy thereof to it by
registered or certified mail.
Nothing except cash payment in full of the Obligations shall release
the undersigned or any of them from liability under this guarantee.
If the undersigned is a partnership, the undersigned represents and
warrants that the general partners of the partnership executing this guarantee
are authorized and directed so to do on behalf of the undersigned and that the
execution and delivery of this guarantee does not conflict with the terms of
the undersigned's partnership agreement and all necessary and proper
partnership action has been taken to execute and deliver this guarantee and all
of the provisions hereof are legal, binding and valid obligations of the
undersigned, enforceable against the undersigned in accordance with its terms.
IN WITNESS THEREOF, this guarantee has been executed by the undersigned
on this 1st day of DECEMBER, 1993.
NAME OF XXXXXXXXX Xxxxx Xxxxxxxxx ADDRESS OF GUARANTOR 0 X. Xxxxxxx Xxxx
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SIGNATURE OF GUARANTOR /s/ X. Xxxxxxxxx Xxx Hills, New York
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NAME OF GUARANTOR ADDRESS OF GUARANTOR
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SIGNATURE OF GUARANTOR
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STATE OF NEW YORK
ss.
COUNTY OF SUFFOLK
On this 1st day of DECEMBER , 1993, before me personally appeared
to me known, and known to me to be the individual(s)
described in and who executed the foregoing instrument and that such
individual(s) duly acknowledged to me that such individual(s) executed same.
/s/ Xxxxxx X. Xxxxxx
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NOTARY PUBLIC
XXXXXX X. XXXXXX
Notary Public, State of New York
Suffolk County -- No. 4926304
Commission Expires April 11, 1994
LIMITATION OF LIABILITY
(The following provisions shall be effective only if executed by a duly
authorized officer of the Bank)
Notwithstanding the aggregate amount of the Obligations which may
become due to the Bank from the Borrower at any time and from time to time, the
liability of the guarantor under this guarantee shall be limited to the sum of
$ (hereinafter referred to as the "Maximum Amount"), plus such
portion of the interest, legal expenses, insurance, taxes and other changes and
expenses as are provided for in this guarantee and the instruments or other
documents (if any) evidencing the Obligations of the Borrower as the Maximum
Amount bears to the aggregate principal amount of all Obligations of the
Borrower to the Bank at the time the Bank demands payment under this guarantee
or resorts to the property of the guarantor in satisfaction of the guarantor's
liabilities hereunder, whichever shall first occur. It is understood, however,
that the Obligations of the Borrower to the Bank may at any time exceed the
Maximum Amount without affecting the liabilities of the guarantor under this
guarantee.
