Exhibit 99.6
GUARANTY
GUARANTY, dated as of March 6, 2003, by each of the entities executing
this Guaranty (together with their successors and permitted assigns, each being
a "Guarantor"). in favor of FLEET NATIONAL BANK, a national banking association
organized under the laws of the United States, (together with its successors and
assigns, the "Lender") (as amended, supplemented or otherwise modified from time
to time, this "Guaranty").
WHEREAS, pursuant to that certain Credit Agreement dated as of March 6,
2003 among Xxxxx Inc. (together with its successors and permitted assigns, the
"Borrower") and the Lender (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), the Lender has agreed to make Loans to
the Borrower and to issue Letters of Credit, upon the terms and subject to the
conditions set forth therein;
WHEREAS, each Guarantor is a Domestic Subsidiary of Borrower and will
derive substantial benefit as a result of the Loans to be made by the Lender to
the Borrower and the Letters of Credit to be issued by the Lender under the
Credit Agreement; and
WHEREAS, it is a condition to the obligation of the Lender to make its
Loans to the Borrower and issue Letters of Credit under the Credit Agreement
that the Guarantors shall have executed and delivered this Guaranty to the
Lender;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned thereto by the Credit Agreement.
Section 2. Guaranty.
Each Guarantor hereby irrevocably, absolutely and unconditionally
guarantees the prompt payment by Borrower, as and when due and payable (whether
by scheduled maturity, acceleration, demand or otherwise), of the principal
amount of all Loans outstanding, all interest thereon, and all fees and other
amounts payable by the Borrower under the Credit Agreement and the other
Facility Documents (the "Obligations").
Section 3. Obligations of Guarantor Unconditional.
(a) Each Guarantor hereby guarantees that the Obligations will be paid in
accordance with the terms of the Credit Agreement and all of the other Facility
Documents entered into with respect thereto, regardless of any Law now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of the Lender with respect thereto. Except as otherwise required by
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applicable Law or provided in the Facility Documents, the Obligations of each
Guarantor hereunder shall be absolute, irrevocable and unconditional
irrespective of: (i) the validity, regularity or enforceability of any of the
Facility Documents; (ii) any alteration, amendment, modification, release,
termination or cancellation of any of the Facility Documents, or any change in
the time, manner or place of payment of, or in any other term in respect of, all
or any of the Obligations of any Obligor; (iii) any waiver of, or consent to any
departure from, any of the provisions of any Facility Document; (iv) any
exchange, addition, subordination or release of, or non-perfection of any
security interest in, any Collateral; (v) any release of any party primarily or
secondarily liable for the Obligations, (vi) any alteration, amendment,
modification, release, termination or cancellation of, or waiver of, or consent
to any departure from, any other indemnity or Guaranty given in connection with
the Facility Documents; (vii) any negligence (but not the gross negligence or
willful misconduct) by the Lender in the administration or enforcement of the
Obligations or any delay in enforcing the Obligations or in realizing on any
Collateral or any extension of the term of the Note; (viii) the insolvency,
bankruptcy or reorganization of any Obligor; (ix) any failure by the Lender to
advise the Guarantors of adverse changes in the financial condition of any other
Obligor; or (x) any other circumstance which might otherwise constitute a
defense (legal, equitable or otherwise) available to, or a discharge of, any
Obligor with respect to any or all of the Obligations. Each Guarantor agrees
that any exculpatory language (other in favor of the Lender) contained in any of
the Facility Documents shall in no event apply to this Guaranty, and shall not
prevent the Lender from proceeding against such Guarantor to enforce this
Guaranty.
(b) This Guaranty (i) is a guaranty of payment and not of collection, (ii)
is a continuing guaranty and shall remain in full force and effect until the
termination of any obligation by the Lender to make any Loans and to issue
Letters of Credit under the Credit Agreement and the payment in full of all of
the Obligations or, with respect to any Guarantor, at such earlier time as such
Guarantor is sold, merged, consolidated, transferred or otherwise disposed of in
accordance with the provisions of the Credit Agreement, and (iii)
notwithstanding clause (ii) above, shall continue to be effective or shall be
reinstated, as the case may be, if at any time any payment of any of the
Obligations (to the extent payable in money) is rescinded or must otherwise be
returned by the Lender to any Obligor or to any guarantor, trustee, receiver or
other representative of any of them, upon the insolvency, bankruptcy or
reorganization of any Obligor or otherwise, all as though such payment had not
been made. The date on which this Guaranty ceases to be effective is hereafter
referred to as the "Guaranty Termination Date".
Section 4. Waiver.
Each Guarantor hereby waives to the extent permitted by applicable Law and
unless otherwise provided in any Facility Document (i) promptness and diligence;
(ii) notice of acceptance and notice of the incurrence of any Obligation by any
Obligor; (iii) notice of any actions taken by the Lender, any other Obligor or
any interested party under any Facility Document; (iv) presentment, all other
notices, demands and protests, and all other formalities of every kind in
connection with the enforcement of the Obligations, the omission of or delay in
which, but for the provisions of this Section 4, might constitute grounds for
relieving such Guarantor of its obligations hereunder (provided that none of the
waivers of notice contained in this Guaranty shall affect any obligations of the
Lender, as between the Lender and the
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Borrower, to give notices as required under the Credit Agreement); (v) any right
or claim of right to cause a marshalling of any Obligor's assets or to cause the
Lender to proceed against any Collateral for the Obligations before proceeding
against such Guarantor; and (vi) any requirement that the Lender protect,
secure, perfect or insure any lien in or on any Collateral or exhaust any right
or take any action against any Obligor or any other Person or any Collateral as
a precondition to the Lender's right to enforce this Guaranty in accordance with
its terms. Without limiting the generality of the foregoing, such Guarantor
hereby waives any defense which may arise by reason of (x) the incapacity, lack
of authority, death or disability of, or revocation hereof by, any Person, (y)
the failure of the Lender to file or enforce any claim against the estate (in
probate, bankruptcy or any other proceedings) of any Person, or (z) any defense
based upon an election of remedies by the Lender.
Section 5. Subrogation.
No Guarantor shall exercise any rights which it may acquire against any
other Obligor by way of subrogation hereunder, by any payment made by it
hereunder or otherwise, until after the Guaranty Termination Date. If any amount
shall be paid to a Guarantor on account of such subrogation rights on or prior
to the Guaranty Termination Date, such amount shall be held in trust for the
benefit of the Lender, shall be segregated from the other funds of such
Guarantor and shall forthwith be paid over to the Lender to be applied in whole
or in part by the Lender against the Obligations.
Section 6. Remedies.
Upon the occurrence of an Event of Default under the Credit Agreement and
the continuance thereof beyond applicable cure periods, the Lender, to the
extent provided in the Credit Agreement, may declare all sums guaranteed
hereunder to be and become forthwith due and payable by the Guarantors under the
terms of and with the effect provided in this Guaranty, regardless of whether
the Lender shall have exercised any of its rights or remedies under any of the
other Facility Documents.
Section 7. Representations and Warranties; Covenants.
In order to induce the Lender to make loans and to issue Letters of
Credit pursuant to the Credit Agreement, each Guarantor hereby represents,
warrants and covenants that:
(i) Such Guarantor (x) is a duly organized and validly existing
corporation or limited liability company in good standing under the laws
of the jurisdiction of its formation (y) has the corporate or limited
liability company power and authority to own its property and assets and
to transact the business in which it is engaged and presently proposes to
engage and (z) is duly qualified and is authorized to do business and is
in good standing in each other jurisdiction where the ownership, leasing
or operation of property or the conduct of its business requires such
qualification except for failures to be so qualified which, in the
aggregate, could not reasonably be expected to have a Material Adverse
Effect.
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(ii) Such Guarantor has the corporate or limited liability
company power to execute, deliver and perform the terms and provisions of
this Guaranty and has taken all necessary corporate or limited liability
company action to authorize the execution, delivery and performance by it
of this Guaranty. Such Guarantor has duly executed and delivered this
Guaranty, and this Guaranty constitutes its legal, valid and binding
obligation enforceable against it in accordance with its terms, except as
the enforceability thereof may be limited by bankruptcy, reorganization,
moratorium or similar laws relating to or limiting creditors' rights
generally or by general equitable principles (regardless of whether the
issue of enforceability is considered in a proceeding in equity or at
law).
(iii) Neither the execution, delivery or performance by such
Guarantor of this Guaranty, nor compliance by it with the terms and
provisions hereof, (x) will contravene any provision of any law, statute,
rule or regulation or any order, writ, injunction or decrees of any court
or governmental instrumentality, (y) will either result in a material
breach of or constitute a material default or require any consent under
any Obligor Agreement or result in, or require the creation or imposition
of, any Lien (other than Permitted Liens) upon or with respect to any of
the Properties now owned or hereafter acquired by such Guarantor or (z)
will violate any provision of the Certificate of Incorporation or By-Laws
(or similar organizational documents) of such Guarantor.
(iv) No order, consent, approval, license, authorization or
validation of, or filing, recording or registration by such Guarantor
with, or exemption by, any governmental or public body or authority, or
any subdivision thereof, is required to authorize, or is required in
connection with, (x) the execution, delivery and performance of this
Guaranty by such Guarantor or (y) the legality, validity, binding effect
or enforceability of this Guaranty.
(v) There are no actions, suits or proceedings pending or, to the
best knowledge of each Guarantor, threatened against such Guarantor with
respect to the legality, validity or enforceability of this Guaranty.
(vi) Except for the Guarantors listed on Schedule 6.19 to the
Credit Agreement, on the date hereof and after giving effect to the
incurrence by the Guarantors of the contingent obligations evidenced by
this Guaranty, (x) the assets of the Guarantors at fair valuation will
exceed their debts, (y) the Guarantors will have sufficient capital to
conduct their business and (z) the Guarantors will not have incurred
Debts, and does not intend to incur Debts, beyond their ability to pay
such Debts as they mature. For purposes of this clause (vi), "Debt" means
any liability on a Claim, and "Claim" means (x) right to payment, whether
or not such right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured or unsecured; or (y) right to an equitable remedy for breach of
performance if such breach gives rise to a payment, whether or not such
right to an equitable remedy is reduced to judgment, fixed, contingent,
matured, unmatured, disputed, undisputed, secured, or unsecured.
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Section 8. Payments Free and Clear of Taxes, Etc.
All payments by any Guarantor under this Guaranty shall be made without
setoff, counterclaim or other defense. All such payments shall be made free and
clear of and without deduction for any present or future stamp or other taxes,
levies, imposts, deductions, charges, fees, withholdings, liabilities,
restrictions or conditions of any nature whatsoever now or hereafter imposed,
levied, collected, assessed or withheld by any Governmental Authority, and all
interest, penalties or similar liabilities, but excluding any and all franchise,
capital, branch profits or taxes imposed with respect to the income of the
Lender by the jurisdiction in which the Lender or its designated Lending Office
is organized, doing business, or has its principal office, and taxes on the
Lender's overall net income (all such non-excluded taxes, levies, imposts,
deductions, charges, fees, withholdings, liabilities, restrictions and
conditions hereinafter referred to as "Taxes"). In the event that any
withholding or deduction from any payment to be made by any Guarantor hereunder
is required in respect of any Taxes pursuant to any applicable law then such
Guarantor shall:
(a) pay to the relevant Governmental Authority the full amount required to
be so withheld or deducted;
(b) promptly forward to the Lender an official receipt or other
documentation satisfactory to the Lender evidencing such payment to such
Governmental Authority; and
(c) pay to the Lender such additional amount as is necessary to ensure
that the net amount actually received by the Lender after such withholding or
deduction (including withholdings or deductions on amounts payable under this
subsection (c) of this Section) will equal the full amount that the Lender would
have received had no such withholding or deduction been required. If any
Guarantor fails to perform its obligations under subsections (a) and (b) above,
such Guarantor shall indemnify, defend (with counsel reasonably acceptable to
the Lender) and save harmless the Lender from and against any incremental Taxes,
interest or penalties that may become payable as a result of any such failure.
Section 9. Miscellaneous.
(a) Payment of Dollars. Each Guarantor shall make any payment required to
be made hereunder in lawful money of the United States of America and in
immediately available funds to the Lender.
(b) Construction. To the extent any performance of this Guaranty would
violate any existing statute or other applicable Law, including without
limitation Section 548 of the Bankruptcy Reform Act of 1978, as amended, the
obligation to be fulfilled shall be reduced to the limit legally permitted, so
that this Guaranty shall not require any performance in excess of the limit
legally permitted, but such obligation shall be fulfilled to the limit of the
legal validity. The provisions of this Section 9(b) shall control every other
provision of this Guaranty.
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(c) Amendments and Waivers; Remedies Cumulative. Except as otherwise
expressly provided in this Guaranty, any provision of this Guaranty may be
amended or modified only by an instrument in writing signed by each Guarantor
and the Lender and any provision of this Guaranty applicable to such Guarantor
may be waived by the Lender; provided, however, that no amendment, modification
or waiver, other than in connection with a sale, transfer, assignment, merger,
consolidation or other disposition permitted pursuant to the Credit Agreement,
shall, unless by an instrument signed by the Lender, discharge any Guarantor
from its guaranty of the Obligations. No failure on the part of the Lender to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof or preclude any other or further exercise thereof or the exercise
of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.
(d) Expenses; Indemnification. Each Guarantor shall reimburse the Lender
for all documented out-of-pocket costs, expenses and charges (including, without
limitation, reasonable fees and charges of legal counsel for the Lender) in
connection with the enforcement or preservation of any rights or remedies
following the occurrence and during the continuance of an Event of Default
(including, without limitation, in connection with any restructuring or
insolvency or bankruptcy proceeding). Each Guarantor shall indemnify the Lender
and its directors, officers, employees and agents from, and hold each of them
harmless against, any and all losses, liabilities, claims, damages or documented
out-of-pocket expenses incurred by any of them arising out of or by reason of
any investigation or litigation or other proceedings (including any threatened
investigation or litigation or other proceedings) arising out of or relating to
this Guaranty or to the enforcement of this Guaranty, including, without
limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such investigation or litigation or other proceedings, but
excluding any losses, liabilities, claims, damages or expenses incurred by
reason of the gross negligence or willful misconduct of the Lender or any other
Person to be indemnified.
(e) Survival. The obligations of each Guarantor under Sections 8 and 9(d)
shall survive the termination of this Guaranty.
(f) Assignment; Participations. This Guaranty shall be binding upon, and
shall inure to the benefit of, each Guarantor and the Lender and their
respective successors and assigns, and, except as permitted in the Facility
Documents, no Guarantor may assign or transfer any of its rights or obligations
hereunder without the prior written consent of the Lender. Without limiting the
generality of the foregoing, the Lender may assign or transfer all or any
portion of its rights and obligations under any Facility Document, including
without limitation this Guaranty, to the extent provided in and subject to the
terms of the Credit Agreement, to any other Person, and such other Person shall
thereupon become vested with all of the rights and obligations in respect
thereof granted to Lender herein or otherwise.
Without limiting the generality of the foregoing, each Guarantor hereby
acknowledges that Lender may sell, grant or assign participation interest(s) in
the Note and in Lender's rights and obligations in respect of the Facility
Documents, including without limitation this Guaranty, on the terms and
conditions set forth in the Credit Agreement. In the event that Lender shall
sell, grant or assign such participation interest(s), (i) subject to Section
12.13 of the Credit
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Agreement, Lender may, in its sole discretion, disclose financial and other
information to prospective participant(s) with respect to a Guarantor, (ii) such
Guarantor shall reasonably cooperate with the Lender in connection with any such
participation and shall execute any and all documents which may be necessary or
desirable, in Lender's or such participant's judgment, to effectuate any such
participation(s), and (iii) each representation, warranty and agreement made by
each Guarantor in this Guaranty and the other Facility Documents to which it is
a party shall run to the benefit of such participant(s).
(g) Notices. All notices, requests and demands to or upon any Guarantor or
the Lender shall be given in accordance with Section 12.06 of the Credit
Agreement, or, if no address is set forth therein, to the address set forth
therein for notices to the Borrower.
(h) Setoff. Upon the occurrence and during the continuance of any Event of
Default, each Guarantor agrees that, in addition to (and without limitation of)
any right of setoff, banker's lien or counterclaim the Lender may otherwise
have, the Lender shall be entitled, at its option, to offset balances (general
or special, time or demand, provisional or final) held by it for the account of
such Guarantor at the Lender's Lending Office, in Dollars or in any other
currency, against any amount payable by such Guarantor to the Lender under this
Guaranty which is not paid when due (regardless of whether such balances are
then due such Guarantor), in which case it shall promptly notify such Guarantor;
provided that the Lender's failure to give the notice shall not affect the
validity thereof.
(i) JURISDICTION; IMMUNITIES. EACH OF THE GUARANTORS AND THE LENDER HEREBY
IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES
FEDERAL COURT SITTING IN NEW YORK COUNTY OVER ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER FACILITY DOCUMENT TO WHICH IT
IS A PARTY, AND EACH OF THE GUARANTORS AND THE LENDER HEREBY IRREVOCABLY AGREE
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. EACH OF THE GUARANTORS AND
THE LENDER AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW. EACH OF THE GUARANTORS AND THE LENDER
FURTHER WAIVE ANY OBJECTION TO VENUE IN SUCH STATE AND ANY OBJECTION TO AN
ACTION OR PROCEEDING IN THE STATE ON THE BASIS OF FORUM NON-CONVENIENS. EACH
GUARANTOR FURTHER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST THE
LENDER SHALL BE BROUGHT ONLY IN A NEW YORK STATE OR UNITED STATES FEDERAL COURT
SITTING IN NEW YORK COUNTY.
EACH OF THE GUARANTORS AND THE LENDER WAIVE ANY RIGHT IT MAY HAVE TO TRIAL
BY JURY.
Nothing in this Section 9(i) shall affect the right of the Lender or any
Guarantor to serve legal process in any other manner permitted by law or affect
the right of the Lender or any Guarantor to bring any action or proceeding in
the courts of any other jurisdictions.
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To the extent that any Guarantor or the Lender has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process
(whether from service or notice, attachment prior to judgment, attachment in aid
of execution, execution or otherwise) with respect to itself or any of its
assets, including its Property, such Guarantor or the Lender hereby irrevocably
waives to the fullest extent permitted by law such immunity in respect of its
obligations under this Guaranty and the other Facility Documents to which it is
a party.
(j) Headings. The headings and captions hereunder are for convenience only
and shall not affect the interpretation or construction of this Guaranty.
(k) Severability. The provisions of this Guaranty are intended to be
severable. If for any reason any provision of this Guaranty shall be held
invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without in any manner affecting the validity or
enforceability thereof in any other jurisdiction or the remaining provisions
hereof in any jurisdiction.
(l) GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY, AND INTERPRETED AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
(m) Counterparts. This Guaranty may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any party hereto may execute this Guaranty by signing any such
counterpart.
(n) Joint and Several Obligations. The obligations of the Guarantors
hereunder shall be joint and several.
(o) Additional Guarantors. In the event that Borrower shall acquire any
other interest in any other Subsidiary (other than Foreign Subsidiaries),
directly or indirectly, then at such time, and at such Subsidiary's cost and
expense, such Subsidiary shall execute and deliver all documents to the extent
required to be delivered as set forth in Section 7.09 of the Credit Agreement.
(p) Termination. This Agreement shall terminate when the Obligations have
been indefeasibly paid in full and the Lender's obligations to make Loans under
the Credit Agreement have terminated. The Obligations contained herein with
respect to any Guarantor shall terminate if such Guarantor ceases to be a
Guarantor in accordance with the provisions of the Credit Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, each Guarantor has duly executed this Guaranty as of
the date first written above.
AMBB, INC.
FINANCIAL RESEARCH, INC.
KCMS, INC.
KROLL ASSOCIATES, INC.
KROLL ASSOCIATES INTERNATIONAL HOLDINGS, INC.
Kroll Certico Acquisition Inc.
KROLL CRISIS MANAGEMENT GROUP, INC.
KROLL ELECTRONIC RECOVERY, INC.
KROLL GOVERNMENT SERVICES, INC.
KROLL HOLDINGS, INC.
KROLL INFORMATION SERVICES, INC.
KROLL INTERNATIONAL, INC.
KROLL MUNICIPAL SERVICES, INC.
KROLL XXXXXXX CORP.
KROLL ZOLFO XXXXXX HOLDINGS, INC.
LABORATORY SPECIALISTS OF AMERICA, INC.
L.A.M.B. ACQUISITION, INC.
L.A.M.B. ACQUISITION II, INC.
U.S. HOLDING, INC.
ZOLFO XXXXXX ADVISORS, INC.
ZOLFO XXXXXX MANAGEMENT ADVISORS, INC.
ZOLFO XXXXXX SERVICES, INC.
By: /s/ Xxxxxxx X Xxxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
KROLL ZOLFO XXXXXX LLC
KROLL ZOLFO XXXXXX MANAGEMENT LLC
ZOLFO XXXXXX CAPITAL, LLC
By: XXXXX INC., member
By: /s/ Xxxxxxx X Xxxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Chief Executive Officer and President
XXXXX ONTRACK INC.
ONTRACK DATA RECOVERY, INC.
By: /s/ Xxxxxxx X Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Chief Executive Officer
[FIRST SIGNATURE PAGE TO GUARANTY]
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CORPLEX INC.
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: President
CRUCIBLE, INC.
By: /s/ J. Xxxxx XxXxxx
---------------------------------
Name: J. Xxxxx XxXxxx
Title: President
INPHOTO SURVEILLANCE, INC.
By: /s/ A. Xxxxxxx Xxxxx
-------------------------------------
Name: A. Xxxxxxx Xxxxx
Title: Vice President
KROLL BACKGROUND AMERICA, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: President
KROLL LABORATORY SPECIALISTS, INC.
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: President
[SECOND SIGNATURE PAGE TO GUARANTY]
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KROLL XXXXXXXXX XXXX, INC.
By: /s/ Xxxxxxx Xxxxx
-------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
KROLL SCHIFF & ASSOCIATES, INC.
By: /s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
Title: President
[THIRD SIGNATURE PAGE TO GUARANTY]
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ACCUFACTS ACQUISITION CORP.
By: /s/ Xxxxxxx Xxxxx
----------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President and Secretary
[FOURTH SIGNATURE PAGE TO GUARANTY]
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