Exhibit 10.15
ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY
THIS ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY, dated as of the 30th
day of July, 1999 (the "Guaranty"), is executed by CENTURY ELECTRONICS
MANUFACTURING, NC., a Delaware corporation (the "Guarantor"), in favor of
NATIONAL BANK OF CANADA, a Canadian Chartered Bank ("Creditor").
WHEREAS, AMITEK CORPORATION, a Delaware corporation ("Borrower") is or may
become indebted to Creditor; and
WHEREAS, Guarantor is the sole shareholder of Borrower; and
WHEREAS, without this Guaranty, Creditor would be unwilling to extend
credit to Borrower; and
WHEREAS, because of the direct benefit to Guarantor from any and all
loan(s) to be made by Creditor in favor of Borrower, and as an inducement to
Creditor to make said loan(s) to Borrower, Guarantor agrees to guarantee to
Creditor the obligations of Borrower as set forth herein.
NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Guarantor hereby guarantees to Creditor the prompt and full payment of the
Guaranteed Indebtedness (hereinafter defined), as and when the same shall be due
and payable, whether by lapse of time, by acceleration of maturity or otherwise,
and at all times thereafter, and performance of all obligations of Borrower in
connection with the Guaranteed Indebtedness, including without limitation
performance of all of Borrower's obligations under the Loan Documents (as
hereinafter defined), this Guaranty being upon the following terms and
conditions:
1. The term "Guaranteed Indebtedness", as used herein, includes: all
indebtedness of every kind and character, without limit as to amount, whether
now existing or hereafter arising, of Borrower to Creditor, regardless of
whether evidenced by notes, drafts, acceptances, discounts, overdrafts, or
otherwise, and whether such indebtedness be fixed, contingent, joint, several,
or joint and several, including, but not limited to, (a) the indebtedness
arising under that certain Assumption and Modification Master Revolving
Promissory Note in the principal amount of Fourteen Million and 00/100 Dollars
($14,000,000.00) and that certain Assumption and Modification CAPEX Line/Term
Promissory Note in the principal amount of Five Hundred Seventy-Six Thousand
Three Hundred Six and 54/ 100 Dollars ($576,306.54), all of the above set forth
Notes executed or to be executed by Borrower in favor of Creditor; (b) interest
on any of the indebtedness described in the preceding; (c) any and all costs,
attorneys' fees, and expenses incurred by Creditor by reason of Borrower's
default in payment of any of the foregoing indebtedness; (d) any renewal,
extension or rearrangement of the indebtedness, costs, or expenses described
above, or any part thereof; (e) any amount paid by Borrower to Creditor which is
later set aside in a bankruptcy proceeding; and (f) the indebtedness
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and obligations arising under the Loan Agreement (as such term is hereinafter
defined) and other Loan Documents, plus all costs and legal fees associated
therewith incurred by Creditor in connection with enforcement of and collection
of the same; provided, however, that the Guarantor shall be liable under this
Guaranty only for the maximum amount of such liability that can be hereby
incurred without rendering this Guaranty voidable under applicable law relating
to fraudulent conveyance or fraudulent transfer and not for any greater amount.
2. This instrument shall be an absolute and continuing guaranty of payment
and performance and not one merely of collection and shall cover all of the
Guaranteed Indebtedness, and it shall apply to and secure any ultimate balance
due or remaining unpaid to Creditor, notwithstanding any interruptions in the
business relations of the Borrower with Creditor.
3. If Guarantor becomes liable for any indebtedness owing by Borrower to
Creditor, by endorsement or otherwise, other than under this Guaranty, such
liability shall not be in any manner impaired or affected hereby, and the rights
of Creditor hereunder shall be cumulative of any and all other rights that
Creditor may ever have against Guarantor. The exercise by Creditor of any right
or remedy hereunder or under any other instrument, or at law or in equity, shall
not preclude the concurrent or subsequent exercise of any other right or remedy.
If, for any reason whatsoever, Borrower is now, or hereafter becomes, indebted
to Guarantor, such indebtedness and all interest thereon shall, at all times, be
subordinate in all respects to the Guaranteed Indebtedness, and Guarantor shall
not be entitled to enforce or receive payment thereof until the Guaranteed
Indebtedness has been fully paid. Notwithstanding anything to the contrary
contained in this Guaranty, or as a result of any payments made by any party
hereunder, Guarantor shall not have any right of subrogation, reimbursement,
exoneration, indemnification, participation and/or contribution against Borrower
or any other guarantor of the Guaranteed Indebtedness, any and all such right(s)
of subrogation, reimbursement, exoneration, indemnification, participation
and/or contribution being hereby expressly waived and released. Accordingly,
Guarantor shall not have any right of subrogation, reimbursement, exoneration,
indemnification, participation and/or contribution under the documents executed
in favor of Creditor securing payment of the Guaranteed Indebtedness or to
participate in any way therein, or in any right, title or interest in and to any
mortgaged property or any collateral for the Guaranteed Indebtedness, all such
rights of subrogation, reimbursement, exoneration, indemnification,
participation and/or contribution being hereby expressly waived and released.
4. In the event of default by Borrower in payment of the Guaranteed
Indebtedness, or any part thereof, when such indebtedness becomes due, either by
its terms or as the result of the exercise of any power to accelerate, Guarantor
shall, on demand and without further notice of nonpayment or of dishonor,
without any notice having been given to Guarantor previous to such demand of the
acceptance by Creditor of this Guaranty, and, without any notice having been
given to Guarantor previous to such demand of the creating or incurring of such
indebtedness, pay the amount due thereon to Creditor, and it shall not be
necessary for Creditor, in order to enforce such payment by Guarantor, first to
institute suit or exhaust its remedies against Borrower or others liable on such
indebtedness, or to enforce its rights against any security which shall ever
have been given
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to secure such indebtedness. Suit may be brought or demand may be made against
all parties who have signed this Guaranty, or against any one or more of them,
separately or together, without impairing the rights of Creditor against any
other party hereto.
5. Guarantor hereby agrees that Guarantor's obligations under the terms of
this Guaranty shall not be released, diminished, impaired, reduced or affected
by the occurrence of any one or more of the following events: (a) the taking or
accepting of any other security or guaranty for any or all of the Guaranteed
Indebtedness; (b) any release, surrender, exchange, subordination, or loss of
any security at any time existing in connection with any or all of the
Guaranteed Indebtedness; (c) any partial release of the liability of Guarantor
hereunder or, if there is more than one person or entity signing this Guaranty,
the complete or partial release of any one or more of them hereunder; (d) the
death, insolvency, bankruptcy, disability, dissolution, termination,
receivership, reorganization or lack of corporate, partnership or other power of
Borrower, any of the undersigned, or any party at any time liable for the
payment of any or all of the Guaranteed Indebtedness, whether now existing or
hereafter occurring; (e) renewal, extension, modification or rearrangement of
the payment of any or all of the Guaranteed Indebtedness, either with or without
notice to or consent of Guarantor, or any adjustment, indulgence, forbearance,
or compromise that may be granted or given by Creditor to Borrower or Guarantor;
(f) any neglect, delay, omission, failure, or refusal of Creditor to take or
prosecute any action for the collection of any of the Guaranteed Indebtedness or
to foreclose or take or prosecute any action to foreclose upon any security
therefor or to take or prosecute any action in connection with any instrument or
agreement evidencing or securing all or any part of the Guaranteed Indebtedness;
(g) any failure of Creditor to notify Guarantor of any renewal, extension,
rearrangement, modification or assignment of the Guaranteed Indebtedness or any
part thereof, or of any instrument evidencing or securing the Guaranteed
Indebtedness or any part thereof, or of the release of or change in any security
or of any other action taken or refrained from being taken by Creditor against
Borrower or of any new agreement between Creditor and Borrower, it being
understood that Creditor shall not be required to give Guarantor any notice of
any kind under any circumstances with respect to or in connection with the
Guaranteed Indebtedness; (h) the unenforceability of all or any part of the
Guaranteed Indebtedness against Borrower, whether because the Guaranteed
Indebtedness exceeds the amount permitted by law, the act of creating the
Guaranteed Indebtedness, or any part thereof, is ultra xxxxx, the officers or
persons creating same acted in excess of their authority, or otherwise, it being
agreed that Guarantor shall remain liable hereon regardless of whether Borrower
or any other person be found not liable on the Guaranteed Indebtedness, or any
part thereof, for any reason; or (i) any payment by Borrower to Creditor is held
to constitute a preference under the bankruptcy laws or if for any other reason
Creditor is required to refund such payment or pay the amount thereof to someone
else. It is the intent of Guarantor and Creditor that the obligations and
liabilities of Guarantor hereunder are absolute and unconditional under any and
all circumstances and that until the Guaranteed Indebtedness is fully and
finally paid, such obligations and liabilities shall not be discharged or
released, in whole or in part, by any act or occurrence which might, but for the
provisions of this Guaranty, be deemed a legal or equitable discharge or release
of a guarantor.
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6. Creditor is hereby given a lien for the amount of the liability and
indebtedness, whether or not due and payable, created by this Guaranty upon all
property and security now or hereafter in the possession or custody of Creditor
by or for the account of Guarantor or in which any or all of the undersigned may
have any interest (all remittances and property to be deemed in the possession
or custody of Creditor as soon as put in transit to it by mail or carrier) and
also upon the balance of any deposit accounts of any or all of the undersigned
held with Creditor existing from time to time, and Creditor is hereby authorized
and empowered at its option to appropriate any and all thereof and apply any and
all thereof and the proceeds thereof to the payment and extinguishment of the
liability and indebtedness hereby created at any time after such liability and
indebtedness becomes payable. Creditor is further authorized and empowered at
its option at any time after the liability and indebtedness hereby created
becomes payable, to sell, assign and deliver any security or property at any
time in the possession or custody of Creditor for any or all of the undersigned
or in which Guarantor may have any interest at public or private sale, for cash,
credit or for future delivery, all at the option of Creditor, without further
advertisement or notice of sale and without notice to Guarantor of intention to
sell, which rights of Guarantor are hereby expressly waived. Upon any sales at
public auction, Creditor may bid for and purchase the whole or any part of the
security or property sold free of any right of redemption which any and all of
the undersigned hereby waive and release.
7. In case of any sale by Creditor of any such security or property on
credit or for future delivery, such may be retained by Creditor until the
selling price is paid by the purchaser and Creditor shall incur no liability in
case of failure of the purchaser to pay therefor. In case of any such failure
any such security or property may be resold.
8. This Guaranty is for the benefit of Creditor and Creditor's successors
and assigns, and in the event of an assignment of the Guaranteed Indebtedness,
or any part thereof, the rights and benefits hereunder, to the extent applicable
to the indebtedness so assigned, may be transferred with such indebtedness. This
Guaranty is binding not only on Guarantors, but on Guarantors' successors and
assigns, and, if this Guaranty is signed by more than one person or entity, then
all of the obligations of Guarantors arising herein shall be jointly and
severally binding on each of the undersigned, and their respective heirs,
personal representatives and/or successors and assigns. This Guaranty shall be
governed by and construed in accordance with the internal statutes and laws of
the State of New York, without regard to principles of conflicts of law. If any
provision of this Guaranty or the application thereof to any person or
circumstance shall, for any reason and to any extent, be invalid or
unenforceable, neither the remainder of this Guaranty nor the application of
such provision to any other person or circumstances shall be affected thereby,
but rather the same shall be enforced to the greatest extent permitted by law.
Guarantors hereby agree with Creditor that all rights, remedies and recourses
afforded to Creditor by reason of this Guaranty or otherwise are separate and
cumulative and may be pursued separately, successively or concurrently, as
occasion therefor shall arise, and are nonexclusive and shall in no way limit or
prejudice any other legal or equitable right, remedy or recourse which Creditor
may have. Guarantor shall pay the reasonable attorneys' fees and all other costs
and expenses which may be incurred by Creditor in the enforcement of this
Guaranty.
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9. It is not the intention of Creditor or Guarantor to obligate Guarantor
to pay interest in excess of that legally permitted to be paid by Guarantor
under applicable law. Should it be determined that any portion of the Guaranteed
Indebtedness constitutes interest in excess of the maximum amount of interest
which Guarantor (in such capacity) may lawfully be required to pay under
applicable law, the obligation of Guarantor to pay such interest shall
automatically be limited to the payment thereof at the maximum rate so permitted
under applicable law.
10. Guarantor does hereby and shall indemnify and hold Creditor harmless
of and from any and all loss or damage of whatsoever kind and from any suits,
claims or demands, including without limitation, Creditor's legal fees and
expenses through all trial and appellate levels, on account of any matters or
anything arising out of this Guaranty or in connection herewith on account of
any such acts or omissions to act by Creditor in connection with this Guaranty,
which obligations shall survive termination of this Guaranty, other than any of
the foregoing arising solely out of the gross negligence or willful misconduct
of Creditor.
11. Guarantor shall furnish to Creditor, annual audited financial
statements of Guarantor, in form and substance acceptable to Creditor, prepared
in accordance with Generally Accepted Accounting Principles consistently
applied, by a national "Big Six" accounting firm acceptable to Creditor, in form
and substance acceptable to Creditor, within one hundred twenty (120) days
following the end of each fiscal year of Guarantor, together with such other
financial information of Guarantor as shall reasonably be required by Creditor.
12. Upon the filing of a petition in bankruptcy, with respect to Borrower,
any assignment for the benefit of creditors of Borrower, or, any other
circumstances necessitating Creditor to file its claim against Borrower,
Guarantor agrees that notwithstanding any stay, injunction or other prohibition
preventing the maturity, acceleration or collection of all or any portion of the
Guaranteed Indebtedness, the Guaranteed Indebtedness (whether or not then due
and payable by Borrower) shall forthwith become due and payable by Guarantor for
purposes of this Guaranty on demand. The obligation of Guarantor to pay the
Guaranteed Indebtedness of Guarantor hereunder shall not be affected or impaired
by Creditor's omission or failure to prove its claim against Borrower.
Accordingly, the rights of Creditor under this Guaranty shall not be affected or
impaired by its election to prove its claim(s) or its election not to pursue
such claim(s), as it sees fit, without in any way releasing, reducing or
otherwise affecting the liability of Guarantor to Creditor.
13. Notwithstanding that this Guaranty may have been canceled or
terminated, in the event that all or any part of the Guaranteed Indebtedness is
paid by or on behalf of Borrower and because of any bankruptcy or other laws
relating to creditor rights, Creditor repays any amounts to Borrower or to any
trustee, receiver or otherwise, then the amount so repaid shall again become
part of the Guaranteed Indebtedness, the repayment of which is guaranteed
hereby, and the undersigned Guarantor shall immediately repay all such amounts
to Creditor. If the original of this Guaranty was marked "Canceled" by Creditor
and returned to the undersigned Guarantor, for the purposes of this Section 13,
a photocopy or other reproduction of this Guaranty shall constitute the original
of this Guaranty.
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14. Unless otherwise provided, all notices required to be given hereunder
shall be in writing and shall be deemed served on the earlier of(i) receipt or
(ii) three (3) days after deposit in certified United States mail, postage
prepaid, and addressed to the parties at the following addresses, or such other
addresses as may from time to time be designated by written notice given as
herein required:
to Guarantor:
CENTURY ELECTRONICS MANUFACTURING, INC.
000 Xxxxx Xxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxx Xxxxxxxxx, CEO and President
to Creditor:
NATIONAL BANK OF CANADA
0000 Xxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxx X. Page, Vice President
Personal delivery to a party or to any officer, partner, agent or employee of
such party, or if a proper person, to a member of his family, at its address
herein shall constitute receipt. Rejection or other refusal to accept or
inability to deliver because of changed address of which no notice has been
received shall also constitute receipt. Notwithstanding the foregoing, no notice
of change of address shall be effective until the date of receipt thereof. This
section shall not be construed in any way to affect or impair any waiver of
notice or demand herein provided or to require giving of notice or demand to or
upon Guarantor in any situation or for any reason.
15. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ALL STATE AND FEDERAL COURTS SITTING IN NEW YORK
COUNTY, NEW YORK AND AGREES THAT ALL SUMMONS AND OTHER COURT PROCESS ISSUED BY
SAID COURTS MAY BE SERVED UPON GUARANTOR, WITHIN OR OUTSIDE SAID COURTS'
TERRITORIAL JURISDICTION, BY MAILING THE SAME, BY REGISTERED OR CERTIFIED MAIL,
OR BY PERSONAL SERVICE, TO GUARANTOR AT ITS ADDRESS SPECIFIED HEREIN; PROVIDED
THAT NOTHING CONTAINED HEREIN SHALL LIMIT CREDITOR'S RIGHT TO XXX GUARANTOR IN
ANY OTHER COURT HAVING JURISDICTION OVER GUARANTOR IN ANY MANNER PERMITTED BY
APPLICABLE LAW. GUARANTOR HEREBY IRREVOCABLY APPOINTS Xxxx Xxxxxxx, WHOSE
ADDRESS IS 0000 Xxxxx Xxxxx Xxxx, Xxxx Xxxxx, XX 00000, AGENT FOR THE SERVICE OF
PROCESS FOR THE PURPOSES OF ANY PURPORTED CONTROVERSY OR CAUSE OF ACTION ARISING
OUT OF THIS GUARANTY OR ANY RELATED INSTRUMENT.
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16. The Guaranteed Indebtedness includes, without limitation, all sums now
or hereafter due and owing pursuant to the terms of those certain promissory
notes, executed or to be executed by Borrower payable to the order of Creditor
evidencing a Revolving Line of Credit loan in the principal amount of Fourteen
Million and 00/100 Dollars ($14,000,000.00) and a CAPEX Line/Term loan in the
current principal amount of Five Hundred Seventy-Six Thousand Three Hundred Six
and 54/100 Dollars ($576,306.54), and an Amended and Restated Loan Agreement
(the "Loan Agreement") evidencing said indebtedness, executed or to be executed
by Borrower in favor of Creditor, and all other loan documents evidencing and/or
securing the Guaranteed Indebtedness and previously, now or hereafter executed
by Borrower in connection therewith, and any of the other Loan Documents
referred to in the Loan Agreement (collectively "Loan Documents"), the terms and
provisions of which are agreed to, accepted and acknowledged by Guarantor.
Capitalized terms used and not defined herein have the meanings given them in
the Loan Agreement or the other Loan Documents.
17. Guarantor additionally unconditionally guarantees to Creditor the
timely performance of all other obligations of Borrower under the Loan Agreement
and all of the Loan Documents.
18. The liability of the Guarantor hereunder shall be joint and several
with the Borrower and all other guarantors of the Guaranteed Indebtedness.
19. Guarantor represents and warrants to Creditor that, at the time of the
execution and delivery of this Guaranty, nothing exists to impair the
effectiveness of the liability of Guarantor to Creditor hereunder, or the
immediate taking effect of this Guaranty as the sole agreement between Guarantor
and Creditor with respect to guaranteeing the Guaranteed Indebtedness. Guarantor
further represents and warrants that, if a corporation, it is now and will
continue to be duly organized, validly existing and in good standing under the
laws of the state or country of its incorporation; has the corporate power and
authority to own its properties and to carry on its business as now being
conducted and to enter into and perform its obligations under this Guaranty; all
of its issued and outstanding stock has been duly and validly issued and is
fully paid and nonassessable; there are no outstanding rights or options to
acquire any additional stock, excepting as set forth on Schedule "1" appended
hereto and made a part hereof, and its stock has not been pledged or encumbered
in any manner; is qualified to do business and is in good standing in the State
of Delaware, the Commonwealth of Massachusetts and all other states in which it
is required to conduct business; and it has not amended or modified its articles
or certificate of incorporation or its bylaws except as previously disclosed to
Creditor in writing prior to the execution hereof and that no amendment, change
or modification thereto shall be binding upon Creditor or affect this Guaranty
unless said amendment, change or modification has been agreed to in writing by
Creditor. Guarantor represents and warrants that, if a partnership, it is now
and will continue to be duly formed, validly existing and in good standing under
the laws of the state or country of its creation; is qualified to do business in
the State of Florida; has the partnership power and authority to own its
properties and to carry on its business as now being conducted and to enter into
and perform its obligations under this Guaranty; and it has not amended, changed
or modified its certificate of partnership or partnership agreement except as
previously disclosed to Creditor in writing prior to the execution hereof and
that no
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amendment, change or modification thereto shall be binding upon Creditor or
affect this Guaranty unless said amendment, change or modification has been
agreed to in writing by Creditor. Guarantor further represents and warrants to
Creditor that this Guaranty when executed and delivered by Guarantor will
constitute the legal, valid and binding obligations of Guarantor enforceable in
accordance with the terms hereof; that the execution, delivery and performance
by Guarantor of this Guaranty will not violate any indenture, agreement or other
instrument (or, if Guarantor is a corporation or partnership, its articles of
incorporation or bylaws or its partnership agreement) to which Guarantor is a
party or by which it or any of its property is bound, or be in conflict with,
result in a breach of or constitute (with due notice or the lapse of time, or
both) a default under any such indenture, agreement or other instrument, or
result in the creation or imposition of any lien, charge or encumbrance of any
nature whatsoever upon any of its property or assets, except as contemplated by
the provisions of this Guaranty; that, if Guarantor is a corporation or
partnership, the execution, delivery and performance by Guarantor of this
Guaranty is within its corporate or partnership powers and purposes and has been
duly authorized by all requisite corporate or partnership action of Guarantor,
that there are no judgments outstanding against Guarantor and there is no
action, suit, proceeding, or investigation now pending (or to the best of
Guarantor's knowledge, after diligent inquiry, threatened) against, involving or
affecting Guarantor or any of its properties or any part thereof, at law, in
equity or before any governmental authority that if adversely determined as to
Guarantor, would result in a material adverse change in the business or
financial condition of Guarantor, or Guarantor's operation and ownership of any
of its properties, nor is there any basis for such action, suit, proceeding, or
investigation; and that Guarantor is not insolvent and will not be rendered
insolvent by the execution, delivery, payment and performance of this Guaranty.
INTENTIONALLY LEFT BLANK
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Waiver of Trial by Jury. GUARANTOR BY IT'S EXECUTION HEREOF, AND CREDITOR
BY ACCEPTANCE OF THIS GUARANTY, HEREBY MUTUALLY, SEVERALLY, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL
BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH THIS GUARANTY AND ANY AGREEMENT CONTEMPLATED
OR TO BE EXECUTED N CONJUNCTION HEREWITH, UNDER ANY OF THE LOAN
DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING STATEMENTS
(WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY.
EXECUTED at Boston, Massachusetts, as of the 30th day of July, 1999.
Witnesses: CENTURY ELECTRONICS MANUFACTURING,
INC., a Delaware corporation
/s/ Xxxxxx X. Xxxxxxx
----------------------
(As witness only) By: /s/ Xxxxx Xxxxxx
---------------------------------
Title: Secretary & Treasurer
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(Corporate Seal)
COMMONWEALTH OF MASSACHUSETTS
COUNTY OF Suffolk
The foregoing instrument was executed and acknowledged before me this 30th
day of July, 1999, by Xxxxx Xxxxxx, as Secretary & Treasurer of and on behalf of
CENTURY ELECTRONICS MANUFACTURING, INC., a Delaware corporation, who |_| is
personally known to me or |_| produced his/her driver's license as
indentification.
/s/ Xxxx X. Good
----------------------------
NOTARY PUBLIC
Commonwealth of Massachusetts
Print Name: XXXX A GOOD, Notary Public
My Commission Expires: My Commission Expires April 22, 2005
Commission Number:
9
