EXHIBIT 10.30
-------------
GUARANTY
--------
In consideration of THE CIT GROUP/BUSINESS CREDIT, INC., a New York
corporation with offices located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 (hereinafter "CIT"), making extensions of credit and extending other
financial or banking accommodations to Superior Pharmaceutical Company, an Ohio
corporation ("Obligor"), pursuant to a Financing and Security Agreement (the
"Financing Agreement") dated as of the date hereof among CIT, the Obligor and
XxXxxxxx.xxx, Inc. a Delaware corporation ("Guarantor"), Guarantor hereby
guarantees full and punctual payment, performance and fulfillment to CIT of all
Obligations, as such term is defined in the Financing Agreement.
This agreement shall operate as a continuing, unconditional and
absolute guaranty (this "Guaranty") of the due and punctual payment of the
Obligations, and not of their collectibility only. If the Obligor defaults in
the payment or performance of the obligations, the obligations of the Guarantor
under this Guaranty shall become immediately due and payable to CIT, without
demand or notice of any kind, all of which are expressly waived. The Guarantor
waives any right that the Guarantor may have to require CIT first to proceed
against the Obligor or against any other guarantor or any other person. The
Guarantor also waives any right that the Guarantor may have to require CIT to
realize on any security held by CIT before proceeding against the Guarantor for
the enforcement of this Guaranty. The Guarantor subordinates any right that the
Guarantor may have against the Obligor arising as a result of payment or other
performance by the Guarantor under this Guaranty, whether arising by way of any
right of subrogation, contribution, reimbursement or otherwise to the rights of
CIT with respect to the Obligations and agrees that it shall take no action
against the Obligor with respect to such subordinated rights at any time that
any of the Obligations remain outstanding.
The obligations of Guarantor hereunder shall be joint and several
with each and every other guarantor of the Obligations.
The Guarantor waives presentment, demand, protest, notice of
acceptance, notice of the Obligations incurred and all other notices of any kind
and all defenses which may be available to the Guarantor. The Guarantor agrees
to the provisions of any instrument, security or other writing evidencing or
securing any of the Obligations and agrees that the obligations of the Guarantor
hereunder shall not be released or discharged, in whole or in part, by (i) any
renewals, extensions or postponements of the time of payment of any of the
Obligations or any other forbearance or indulgence with respect thereto; (ii)
any rescissions, waivers, amendments or modifications of any of the terms of any
agreement evidencing, securing or otherwise executed in connection with the
Obligations; or (iii) the substitution or release of any security of the
Obligations or of any other person primarily or secondarily liable on any of the
Obligations, whether or not notice there shall be given to the Guarantor. The
enforcement of this Guaranty shall not be affected by the delay, neglect or
failure of CIT to take any action with respect to any security, right,
obligation, endorsement, guaranty or other means of colleting the Obligations
which it may at any time hold, including
perfection or enforcement thereof, or by any change with respect to the Obligor
in the form or manner of doing business. The Guarantor agrees that the Guarantor
shall be and remain bound upon this Guaranty irrespective of any action, delay
or omission by CIT in dealing with the Obligor, any of the Obligations, any
collateral therefore, or any person at any time liable with respect to the
Obligations.
If for any reason the Obligor has no legal existence or is under no
legal obligation to discharge any of the Obligations, or if any of the
Obligations shall have become irrecoverable from the Obligor by operation of law
or for any other reason, or if any security or other guaranty shall be found
invalid, the Guarantor shall nonetheless be and remain bound upon this Guaranty.
This Guaranty shall remain in full force and effect until receipt by
CIT of written notice of the revocation of this Guaranty at its office at 0000
Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and such notice is
acknowledged by an officer of CIT. Such notice shall not affect any Obligations
incurred prior to receipt of such notice or Obligations incurred pursuant to any
contract or commitment in existence prior to receipt of such notice, and all
checks, drafts, notes, instruments and writings made by or for the account of
the Obligor and drawn on CIT or any of its agents to be dated on or before the
date of receipt of such notice, although presented to and paid or accepted by
CIT after that date, shall form part of the Obligations. This Guaranty shall
continue to be effective or be reinstated, notwithstanding any termination, if
at any time any payment made or value received with respect to any of the
Obligations is rescinded or must otherwise be returned by CIT due to the
insolvency, bankruptcy or reorganization of the Obligor, or otherwise, all as
though such payment had not been made or value received.
This Guaranty shall be binding upon and inure to the benefit of the
Guarantor and CIT and their respective successors and assigns. No provision of
this Guaranty may be amended or waived except in writing signed by CIT.
This Guaranty is intended to take effect as a sealed instrument and
shall be construed in accordance with and governed by the laws (other than the
conflict of laws rules) of the State of New York.
Dated: February 23, 2001
GUARANTOR:
XXXXXXXX.XXX, INC.
/s/ X. Xxxxxx Xxxxxx
------------------------------------
-2-
