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Limited Guaranty

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LIMITED GUARANTY



1. Identification . This Limited Guaranty (this "Guaranty") is made this 2 nd day of December, 2003 by Chase Corporation, a Massachusetts corporation having an address of 26 Summer Street, Bridgewater, Massachusetts (the "Guarantor") in favor of Citizens Bank of Massachusetts having an address of 28 State Street, Boston, Massachusetts 02109 ("Lender").



2. Background and Reasons for Guaranty .



2.1 Loan Documents . On the date hereof, Sunburst Electronic Manufacturing Solutions, Inc. (the " Borrower") executed and delivered a certain Revolving Demand Line of Credit Note payable to Lender in the principal amount $2,000,000.00 (the "Note"). The obligations of the Borrower to Lender under the Note is further evidenced by a certain Revolving Demand Line of Credit Agreement of even date herewith between Borrower and Lender (the "Loan Agreement"). To secure the obligations of the Borrower under the Note, the Borrower has executed and delivered to the Lender a certain Security Agreement of even date herewith covering all business assets of Borrower (the "Security Agreement"). As further security for Borrower92s obligations under the Note and to secure this Guaranty, the Guarantor has executed and delivered to Lender a certain Cash Collateral Agreement dated as of the date hereof (the "Cash Collateral Agreement"). The Note, the Loan Agreement, the Security Agreement, the Cash Collateral Agreement, this Guaranty and all other documents executed in connection herewith are sometimes collectively referred to herein as the "Loan Documents." The obligations evidenced by the Loan Documents are sometimes collectively referred to herein as the "Loans."



2.2 Requirement of Guaranty . As a condition precedent to the making of the Loan to Borrower, Lender has required that Guarantor execute and deliver this Guaranty to Lender.



3. Guaranty . Guarantor, in consideration of Lender entering into the Loan Documents and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the purpose of inducing Lender to enter into the Loan Documents, hereby (if more than one, jointly and severally,) irrevocably and unconditionally guarantees to Lender (a) the full, punctual and prompt payment of all sums payable under the terms of the Note, and/or the other Loan Documents, whether at maturity or by acceleration or otherwise, in immediately available coin and currency of the United States which is legal tender for the payment of all public and private debts, and (b) all other obligations of every kind and description now existing or hereafter arising, direct or indirect, absolute or contingent, secured or unsecured, matured or unmatured, primary or secondary, of Borrower to Lender (collectively, the "Guaranteed Obligations"). The liability of the Guarantor hereunder shall be limited to the amount which remains outstanding under the Loan Documents, including any and all costs of collection incurred against Borrower, after liquidation by Lender of all Collateral given by



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Borrower to Lender as defined in the Security Agreement. Notwithstanding anything to the contrary in this Guaranty, the liability of the Guarantor under this Guaranty is hereby limited to (i) the repayment of no more than $500,000.00 towards the outstanding Guarantied Obligations, (ii) interest on all amounts due hereunder from the date of demand by Lender until payment by Guarantor in full at a rate equal to the Prime Rate (as announced by Lender from time to time) per annum, and (iii) any and all collection costs or expenses incurred by Lender against the Guarantor, including reasonable attorneys fees and expenses, in the event the Guarantor does not make prompt payment under this Guaranty after demand for such payment by Lender. Furthermore, this Guaranty shall expire and be deemed automatically released by Lender and of no further force and effect two (2) years after the date of this Guaranty (the "Expiration Date"), provided that prior to the Expiration Date Borrower has not failed to repay the Loan after demand has been made for repayment by Lender. Lender hereby agrees to proceed diligently and in a commercially reasonable manner in the event Lender pursues the liquidation of Borrower92s assets upon Borrower92s failure to repay the Loan after demand for such repayment by Lender.



4. Warranties and Representations . Guarantor hereby warrants and represents to Lender that:





4.1 The Board of Directors of the Guarantor has determined the execution, delivery and performance of this Agreement to be necessary or convenient to the conduct, promotion or attainment of the business of the Borrower and the Guarantor, and to be in the best interests of the Guarantor and in pursuance of its corporate purposes as an integral part of the business now conducted and proposed to be conducted by the Guarantor. By virtue of the foregoing, after considering the Guarantor92s probable liability hereunder, the Guarantor is receiving at least reasonably equivalent value from Lender for its guaranty and will not be rendered insolvent thereby; and after giving effect to the transactions contemplated hereby, the Guarantor does not, and will not, have an unreasonably small capital for the conduct of its business and has, and will have, the ability to pay its debts from time to time incurred in connection therewith as such debts mature.



4.2 The execution, delivery and performance by the Guarantor of this Agreement do not and will not:



(i) violate any provision of, or require any filings, registration, consent or approval under, any law, rule, regulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Guarantor or the Borrower;





(ii) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Guarantor is a party or



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by which Guarantor or any of its properties may be bound or affected;



(iii) result in, or require, the creation or imposition of any lien, security interest or other encumbrance (other than as created hereunder), upon or with respect to any of the properties now owned or hereafter acquired by the Guarantor; or





(iv) cause the Guarantor to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.



4.3 The Guarantor is a corporation duly organized, validly existing and in good standing under the laws of Massachusetts and has the legal power and authority to execute, deliver and fulfill its obligations set forth in this Agreement. The Guarantor has all requisite corporate power to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted and is duly qualified to do business and in good standing in each other jurisdiction where the failure to so qualify would have a material adverse effect on the Guarantor92s business, prospects, operations or financial condition.



4.4 This Agreement has been duly authorized by all necessary corporate action and is a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms.



4.5 Any and all financial statements and other financial data which have previously been furnished to Lender with respect to Guarantor are true and correct in all material respects, fairly, completely and accurately representing the financial condition of Guarantor as of the date thereof and, since the date thereof, there have been no addit
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