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Exhibit 10.5
GUARANTY
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FLEET NATIONAL BANK Loan No.___ Date: June 14, 0000
Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000 BORROWER: Xxxxxx and Xxxxxx, D.M.D., P.C.
and First New England Dental
Centers, Inc.
ORIGINAL PRINCIPAL
AMOUNT: $5,000,000 Line of Credit
LOAN ARRANGEMENT Dated: June 14, 1996
To induce Fleet National Bank (hereinafter "Lender" which term shall
include its successors and assigns) to enter into the foregoing Loan Arrangement
(which term shall include a certain $5,000,000 Revolving Line of Credit Loan
Agreement and a $5,000,000 Revolving Line of credit Note, both of even date
herewith) with the above-named Borrower (hereinafter called the "Borrower") and
in consideration thereof and of any loans, advances or financial accommodations
heretofore or hereafter granted by Lender to or for the account of Borrower
thereunder, the undersigned Guarantor guarantees the payment to Lender of the
amount of $3,000,000 which is, or in the future may be, due under the Loan
Arrangement. Notwithstanding the foregoing, at such time as availability under
the $5,000,000 Revolving Line of Credit Loan Agreement has been increased
pursuant to section 3(a) of said Agreement, the amount guaranteed hereunder
shall float and shall be equal to the lesser of $3,000,000 or the amount by
which the amount outstanding under the Loan Arrangement exceeds the Security
Value of Accounts Receivable (as defined in Section 4(m) of the $5,000,000
Revolving Line of Credit Agreement.
The Guarantor will further covenant to maintain unpledged Liquid Assets
(Cash and Marketable Securities) with a minimum market value of $400,000 as
determined by the quarterly submission of a personal financial statement and/or
other documentation acceptable to the Guarantor and Lender.
The Guarantor also agrees: to indemnify and hold Lender harmless against
all obligations, demands and liabilities, by whomsoever asserted, and against
all losses in any way suffered, incurred or paid by Lender as a result of or in
any way arising out of, or following, or consequential to transactions with the
Borrower under said Loan Arrangement; that this Guaranty shall not be impaired
by any modification, supplement, extension or amendment of any contract or
agreement to which the parties thereto may hereafter agree, nor by any
modification, release or other
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alteration of any of the obligations hereby guaranteed or of any security
therefor, nor by any agreements or arrangements whatever with Borrower or anyone
else; that the liability of each Guarantor hereunder is direct and unconditional
and may be enforced without requiring Lender first to resort to any other right,
remedy or security; that no Guarantor shall have any right of subrogation,
reimbursement or indemnity whatsoever, nor any right of recourse to security for
the debts and obligations of Borrower to Lender, unless and until all of said
debts and obligations have been paid in full; that if there is more than one
Guarantor, the liability of the Guarantor hereunder shall be joint and several;
that if Borrower or any Guarantor shall at any time become insolvent or make a
general assignment, or if a petition in bankruptcy or any insolvency or
reorganization proceedings shall be filed or commenced by, against or in respect
of Borrower or any Guarantor, any and all obligations of each Guarantor shall,
at Lender's option, forthwith become due and payable without notice; that the
books and records of Lender showing the account between Lender and Borrower
shall be admissible in any action or proceeding, shall be binding upon the
Guarantor for the purpose of establishing the items therein set forth and shall
constitute prima facie proof thereof; that this Guaranty is, as to each
Guarantor, a continuing Guaranty which shall remain effective during the initial
term and each renewal term of the foregoing Loan Arrangement; and that the death
of any Guarantor shall not affect the termination of this Guaranty as to such
deceased or as to any other Guarantor; that nothing shall discharge or satisfy
the liability of any Guarantor hereunder except the full payment and performance
of all of Borrower's debts and obligations to Lender with interest including
without limitation any ongoing obligations which survive the payment or other
termination of the primary debt and the discharge or other disposition of any
mortgage or security interest or of the Collateral thereunder; that any and all
present and future debts and obligations of Borrower to each Guarantor are
hereby waived and postponed in favor of and subordinated to the full payment and
performance of all present and future debts and obligations of Borrower to
Lender; that all sums at any time to the credit of the Guarantor and any of the
property of the Guarantor at any time in Lender's possession may be held by
Lender as security for any and all obligations of such Guarantor to Lender
hereunder; and that the Guarantor shall be liable to Lender for all expenses
which Lender may incur in enforcement of Lender's rights hereunder, including,
without limitation, reasonable attorneys' fees and expenses.
The Guarantor waives notice of acceptance hereof; the right to a jury
trial in any action hereunder; presentment and protest of any instrument, and
notice thereof; notice of default; and all other notices to which such Guarantor
might otherwise be entitled.
This Guaranty, all acts and transactions hereunder, and the rights and
obligations of the parties hereto shall be governed,
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construed and interpreted according to the laws of the Commonwealth of
Massachusetts, shall be binding upon the heirs, executors, administrators,
successors and assigns of each Guarantor and shall enure to the benefit of
Lender, its successors and assigns.
WITNESS: GUARANTOR:
/s/ Illegible By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
STATE OF MA )
) ss.
COUNTY OF Suffolk )
The foregoing instrument was acknowledged before me this 14 day of June,
1996, by Xxxxxx X. Xxxxxx as his free act and deed.
/s/ Xxxxxx X. Xxxxxxxxx
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Notary Public
My Commission Expires: June 1, 2001
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