Unlimited Guaranty - Raymond Karsan Holdings Inc. and Fleet National Bank
UNLIMITED GUARANTY
THIS GUARANTY, dated as of December 27, 1999 by RAYMOND KARSAN HOLDINGS,
INC., a Pennsylvania corporation with a principal place of business at 170 South
Warner Road, Suite 110, Wayne, Pennsylvania 19087 (the "Guarantor"), in favor of
FLEET NATIONAL BANK, a national banking association organized under the laws of
the United States of America having an office at 100 Federal Street, Mail Stop:
01-08-08, Boston, Massachusetts 02110, acting as agent for itself in its
individual capacity and for the Lenders, as defined in the hereinafter
represented Loan Agreement ("Agent"). Capitalized terms used but not otherwise
defined herein shall have the meanings assigned thereto in the Loan Agreement
(as such term is defined below).
1. RECITALS. (a) Agent, the Lenders and Raymond Karsan Associates, Inc.,
a Pennsylvania corporation having a principal place of business at 170 South
Warner Road, Suite 110, Wayne, Pennsylvania 19087 ("Principal Debtor") have
entered into that certain Loan Agreement of even date herewith (as the same may
be amended from time to time, the "Loan Agreement") pursuant to the terms of
which the Lenders have agreed to make loans to Principal Debtor up to a maximum
aggregate principal amount of $10,000,000.
(b) The Principal Debtor is 100% owned by the Guarantor.
(c) It is a condition of the Agent's and the Lenders' willingness to enter
into the Loan Agreement that the Guarantor enter into this Guaranty.
2. GUARANTY OF PAYMENT AND PERFORMANCE. The Guarantor hereby guarantees
to Agent, for the benefit of the Lenders, (a) the payment and performance of all
of the Obligations under the Loan Agreement, under the Notes and/or under the
other Financing Documents, (b) the performance of all of the obligations of
Principal Debtor to Agent and/or the Lenders under the Loan Agreement, under the
Notes and/or under the other Financing Documents, (c) the payment of all other
future advances and other obligations of Principal Debtor to Agent and/or the
Lenders or any of them under the Loan Agreement, under the Notes and/or under
the other Financing Documents, including without limitation any future loans and
advances made to Principal Debtor by the Lenders or any of them in any of the
foregoing documents or instruments prior to, during or following any (a)
application by Principal Debtor for or consent by Principal Debtor to the
appointment of a receiver, trustee or liquidator of Principal Debtor's property,
(b) admission by Principal Debtor in writing of its inability to pay or failure
generally to pay its respective debts as they mature, (c) general assignment by
Principal Debtor for the benefit of creditors, (d) adjudication of Principal
Debtor as bankrupt or (e) filing by Principal Debtor of a voluntary petition in
bankruptcy or a petition or an answer seeking reorganization or an arrangement
with creditors or to take advantage of any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debts, dissolution or liquidation
statute, or an answer admitting the material allegations of a petition filed
against it in a proceeding under
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any such law (any of the foregoing shall hereinafter be referred to as a
"Bankruptcy Event"), any interest accruing under the Notes, and Letter of Credit
Agreement and/or the Loan Agreement and Letter of Credit fees after the
commencement of a Bankruptcy Event to the extent permitted by applicable law,
(collectively, the "Obligations"). This Guaranty is an absolute, unconditional
and continuing guaranty of the full and punctual payment and performance of the
Obligations and not of their collectibility only and is in no way conditioned
upon any requirement that Agent and/or the Lenders first attempt to collect any
of the Obligations from Principal Debtor or resort to any security or other
means of obtaining their payment. Should Principal Debtor default in the payment
or performance of any of the Obligations, or in the event that Principal Debtor
or the Guarantor shall (i) apply for or consent to the appointment of a
receiver, trustee or liquidator of it or a material portion of its or their
property, (ii) admit in writing its or their inability to pay or fail generally
to pay its or their debts as they mature, (iii) make a general assignment for
the benefit of creditors, (iv) be adjudicated a bankrupt, or (v) file a
voluntary petition in bankruptcy or a petition or an answer seeking
reorganization or an arrangement with creditors or to take advantage of any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debts,
dissolution or liquidation statute, or an answer admitting the material
allegations of a petition filed against it or any of them in a proceeding under
any such law, the obligations of the Guarantor hereunder shall become
immediately due and payable to Agent, for the benefit of the Lenders, without
demand or notice of any nature, all of which are expressly waived by the
Guarantor. Payments by the Guarantor hereunder may be required by Agent on any
number of occasions.
3. GUARANTOR AGREEMENT TO PAY. The Guarantor further agrees, as the
principal obligor and not as a guarantor only, to pay to Agent, for the benefit
of the Lenders, if applicable, on demand, all reasonable costs and expenses
(including court costs and legal fees and expenses) incurred or expended by
Agent and/or the Lenders in connection with the enforcement of the Obligations
and this Guaranty, together with interest on amounts recoverable under this
Guaranty from the time of such demand until payment, at the rate per annum equal
to the lower of (i) 4.0% in excess of Effective Prime, or (ii) the highest rate
allowable by law.
4. UNLIMITED GUARANTY. The liability of the Guarantor hereunder shall be
unlimited.
5. WAIVERS BY GUARANTOR; AGENT'S FREEDOM TO ACT. The Guarantor agrees
that the Obligations will be paid and performed strictly in accordance with
their respective terms regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of Agent and/or the Lenders with respect thereto. Except as otherwise
provided for herein, the Guarantor waives presentment, demand, protest, notice
of acceptance, notice of Obligations incurred and all other notices of any kind,
all defenses which may be available by virtue of any valuation, stay, moratorium
law or other similar law now or hereafter in effect, any right to require the
marshaling of assets of Principal Debtor or of the Guarantor, and all suretyship
defenses generally. Without limiting the generality of the foregoing, the
Guarantor agrees to the provisions of any instrument evidencing, securing or
otherwise executed in connection with any Obligation and agrees that the
obligations of the Guarantor hereunder shall not be released or discharged, in
whole or in part, or otherwise
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affected by (i) the failure of Agent and/or the Lenders to assert any claim or
demand or to enforce any right or remedy against Principal Debtor; (ii) any
extensions or renewals of any Obligation; (iii) any rescissions, waivers,
amendments or modifications of any of the terms or provisions of any agreement
evidencing, securing or otherwise executed in connection with any Obligation;
(iv) the substitution or release of any entity primarily or secondarily liable
for any Obligation; (v) the adequacy of any rights Agent and/or the Lenders may
have against any collateral or other means of obtaining repayment of the
Obligations; (vi) the impairment of any collateral securing the Obligations,
including without limitation the failure to perfect or preserve any rights Agent
and/or the Lenders might have in such collateral or the substitution, exchange,
surrender, release, loss or destruction of any such collateral; or (vii) any
other act or omission which might in any manner or to any extent vary the risk
of the Guarantor or otherwise operate as a release or discharge of the
Guarantor, all of which may be done without notice to the Guarantor except as
otherwise set forth herein.
6. UNENFORCEABILITY OF OBLIGATIONS. If for any reason Principal Debtor
has no legal existence or is under no legal obligation to discharge any of the
Obligations, or if any of the Obligations have become irrecoverable from
Principal Debtor by operation of law or for any other reason, this Guaranty
shall nevertheless be binding on the Guarantor to the same extent as if the
Guarantor at all times had been the principal obligor on all such Obligations.
In the event that acceleration of the time for payment of the Obligations is
stayed upon the insolvency, bankruptcy or reorganization of Principal Debtor, or
for any other reason, all such amounts otherwise subject to acceleration under
the terms of any agreement, document or instrument evidencing, securing or
otherwise executed in connection with any Obligation shall be immediately due
and payable by the Guarantor.
7. SUBROGATION; SUBORDINATION. Until the payment and performance in full
of all Obligations and any and all obligations of Principal Debtor to Agent
and/or the Lenders under the Financing Documents, (a) the Guarantor shall not
exercise any rights against Principal Debtor arising as a result of payment by
the Guarantor hereunder, by way of subrogation or otherwise, and will not prove
any claim in competition with Agent and/or the Lenders or their respective
affiliates in respect of any payment hereunder in bankruptcy or insolvency
proceedings of any nature; (b) the Guarantor will not claim any set-off or
counterclaim against Principal Debtor in respect of any liability of the
Guarantor to Principal Debtor; and (c) the Guarantor waives any benefit of and
any right to participate in any collateral which may be held by Agent and/or the
Lenders or any such affiliate. The payment of any amounts due with respect to
any Indebtedness of Principal Debtor now or hereafter held by the Guarantor is
hereby subordinated to the prior payment in full of the Obligations. The
Guarantor agrees that after the occurrence and during the continuation of an
Event of Default or a Guaranty Event of Default (as such term is defined in
Section 11 below), the Guarantor will not demand, sue for or otherwise attempt
to collect any such Indebtedness of Principal Debtor to the Guarantor until the
Obligations shall have been paid in full. Notwithstanding the foregoing, the
Guarantor may take any such action if and to the extent permitted by the Loan
Agreement, or other Financing Documents as applicable. If the Guarantor shall
collect, enforce or receive any amounts in respect of such Indebtedness in
violation hereof, such amounts shall be collected, enforced and received by the
Guarantor as trustee for Agent, for the benefit of the Lenders, and be paid over
to Agent, for the benefit of the
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Lenders, on account of the Obligations without affecting in any manner the
liability of the Guarantor under the other provisions of this Guaranty.
7. SECURITY; SET-OFF. The Guarantor grants to Agent for the benefit of
itself and the Lenders as security for the full and punctual payment and
performance of the Obligations, a continuing lien on and security interest in
all securities, deposits, credit, collateral and other property belonging to the
Guarantor now or hereafter held by Agent and/or the Lenders and other sums
credited by or due from Agent and/or the Lenders or any affiliate of any of them
to the Guarantor, regardless of the adequacy of any collateral or their means of
obtaining the payment of the Obligations. Agent and each of the Lenders are
each hereby authorized at any time and from time to time after an Event of
Default or a Guaranty Event of Default has occurred and is continuing, without
prior notice to the Guarantor (any such notice being expressly waived by the
Guarantor and to the fullest extent permitted by law), to set off and apply such
deposits and other sums against the Obligations whether or not Agent and/or the
Lenders shall have made any demand under this Guaranty and although such
Obligations may be contingent or unmatured. Each such Lender agrees to notify
Guarantor and Agent after any such setoff and application; provided, that, the
failure to give such notice shall not affect the validity of such setoff and
application. ANY AND ALL RIGHTS TO REQUIRE AGENT TO EXERCISE ITS RIGHTS AND
REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THIS GUARANTY OR THE
LOAN, PRIOR TO EXERCISING ITS RIGHT OF SET OFF WITH RESPECT TO SUCH DEPOSITS,
CREDITS AND OTHER PROPERTY OF THE GUARANTOR ARE HEREBY KNOWINGLY, VOLUNTARILY
AND IRREVOCABLY WAIVED. Promptly following any notice of setoff received by
Agent from a Lender pursuant to the foregoing, Agent shall notify each of the
other Lenders thereof.
8. FINANCIAL RECORDS - INSPECTION. The Guarantor will (a) maintain or
cause to be maintained full, complete, accurate and adequate records and books
of account; (b) permit, during normal business hours, up to three (3) times per
Guarantor fiscal year unless an Event of Default or a Guaranty Event of Default
has occurred and is continuing, in which case there shall be no such limitation,
and upon the giving of reasonable notice, the Agent and its duly authorized
agents, attorneys and accountants to inspect, examine, and obtain copies of (at
Guarantor's reasonable cost and expense) and abstracts from the records and
books of account of, and visit the properties of the Guarantor to discuss the
affairs, finances and accounts of the Guarantor with any of its members,
shareholders, officers or management level employees and/or any independent
certified public accountants of the Guarantor; (c) provide to the Agent within
ninety (90) days after each fiscal year end, the Guarantor's additional
financial statements and such other financial statements and reports as may be
required by the Loan Agreement, all in accordance with the Loan Agreement; and
(d) promptly deliver to Agent such other information with respect to the
financial statements of the Guarantor as the Agent may reasonably from time to
time require.
9. COVENANTS.
The Guarantor covenants and agrees with Agent that during such time as this
Guaranty is in effect, the Guarantor will not, except as permitted by the Loan
Agreement:
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(a) engage in any business other than holding 100% of the issued and
outstanding capital stock of the Principal Debtor, and the ordinary course of
business activities relating thereto;
(b) have any employee commingle Guarantor's assets with those of any other
Person, hold out Guarantor's credit as being available to satisfy the
obligations of any other Person (other than as set forth in this Guaranty) or
enter into any material contract, agreement, instrument, document, arrangement
or understanding of any sort with any Person other than the Related Transaction
Documents and other immaterial documents entered into in the ordinary course of
Guarantor's business permitted hereunder; and
(c) create, incur, assume or suffer to exist any Lien of any nature upon
or with respect to any of its assets, now owned or hereafter acquired, or assign
as collateral or otherwise convey as collateral, any right to receive income
except Liens granted to the Agent to secure the Obligations and Liens described
in any of Sections 5.2.1.1 through 5.2.1.10 of the Loan Agreement.
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10. FURTHER ASSURANCES. In the event of any breach of any of the
covenants and agreements set forth herein, all Obligations, regardless of their
terms, shall at Agent's election made at the request of the Majority Lenders by
demand on the Guarantor be deemed for the purposes of this Guaranty to have
become matured; provided that if a Bankruptcy Event or any event described in
clauses (i) through (v) of paragraph 2 occurs no such demand need be made and
the Obligations shall thereupon be automatically matured and accelerated, and,
at Agent's election made at the request of the Majority Lenders, the Guarantor
shall promptly pay to Agent, for the benefit of the Lenders, the entire amount
of the Obligations, and Agent may take any action deemed necessary or advisable
to enforce this Guaranty. The Guarantor also agrees, upon demand after any
change in the condition of affairs financial or otherwise of the Guarantor
deemed by the Majority Lenders to be adverse and material, to secure the payment
and performance of its obligations hereunder by delivering, assigning or
transferring to Agent or granting Agent a security interest in additional
collateral of the Guarantor having a value and character reasonably satisfactory
to Agent, and authorizes Agent to file any financing statement deemed by Agent
to be necessary or desirable to perfect any security interest granted by the
Guarantor to Agent, and as agent for the Guarantor, to sign the name of the
Guarantor thereto. The Guarantor also agrees to do all such things and execute
all such documents, including financing statements, as Agent may consider
reasonably necessary or desirable to give full effect to this Guaranty and to
perfect and preserve the rights and powers of Agent hereunder.
11. TERMINATION; REINSTATEMENT. This Guaranty shall remain in full force
and effect until payment in full of any and all Obligations of the Principal
Debtor to the Agent and/or the Lenders at which time it shall terminate. This
Guaranty shall be reinstated, notwithstanding the foregoing, if at any time any
payment made or value received with respect to the Obligations is rescinded,
invalidated, declared to be fraudulent or preferential, or set aside or is
required to be repaid to a trustee, receiver or any other party under any case
or proceeding, voluntary or involuntary, for the distribution, division or
application of all or part of the assets of
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Principal Debtor or the Guarantor or the proceeds thereof, whether such case or
proceeding be for the liquidation, dissolution or winding up of Principal Debtor
or the Guarantor or their respective businesses, a receivership, insolvency or
bankruptcy case or proceeding, an assignment for the benefit of creditors or a
proceeding by or against Principal Debtor or the Guarantor for relief under the
federal Bankruptcy Code or any other bankruptcy, reorganization or insolvency
law or any other law relating to the relief of debtors, readjustment of
indebtedness, reorganization, arrangement, composition or extension or
marshaling of assets or otherwise, all as though such payment had not been made
or value received.
12. DEFAULTS. The occurrence of any one or more of the following events
shall constitute a "Guaranty Event of Default" under the provisions of this
Guaranty (individually, a "Guaranty Event of Default" and collectively, the
"Guaranty Events of Default"):
(a) The failure of the Guarantor to pay any of the Obligations within
five (5) Business Days of when due and payable in accordance with the provisions
of this Guaranty as set forth in written notice to the Guarantor from the Agent
or the Majority Lenders.
(b) Any representation or warranty made in this Guaranty or in any
report, statement, schedule, certificate, opinion (including any opinion of
counsel for the Guarantor), financial statement or other document furnished in
connection with this Guaranty, shall prove to have been false or misleading when
made (or, if applicable, when reaffirmed) in any material respect, and such
falseness or misleading representation or warranty would be reasonably likely to
have a material adverse affect on the Agent or any Lender or their rights and
remedies.
(c) The failure of the Guarantor to perform, observe or comply with
any covenant, condition or agreement contained in this Guaranty, which default
shall remain unremedied for thirty (30) days after written notice thereof to the
Guarantor by the Lenders and/or the Collateral Agent.
(d) An Event of Default shall occur under any of the other Financing
Documents and such default is not cured within any applicable grace period
provided therein.
(e) The Guarantor shall (a) apply for or consent to the appointment
of a receiver, trustee or liquidator of itself or a material portion of its
property, (b) admit in writing its inability to pay its debts as they mature,
(c) make a general assignment for the benefit of creditors, (d) be adjudicated a
bankrupt or insolvent, (e) file a voluntary petition in bankruptcy or a petition
or an answer seeking or consenting to reorganization or an arrangement with
creditors or to take advantage of any bankruptcy, reorganization, insolvency,
readjustment of debt, dissolution or liquidation law or statute, or an answer
admitting the material allegations of a petition filed against it in any
proceeding under any such law, or take corporate action for the purposes of
effecting any of the foregoing, or (f) by any act indicate its consent to,
approval of or acquiescence in any such proceeding or the appointment of any
receiver of or trustee for a material portion of its property, or suffer any
such receivership, trusteeship or proceeding to continue undischarged or
unstayed for a period of ninety (90) days, or (g) by any act indicate its
consent to, approval of or acquiescence in any order, judgment or decree by any
court of
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competent jurisdiction or any governmental authority enjoining or otherwise
prohibiting the operation of a material portion of the Guarantor's business or
the use or disposition of a material portion of the Guarantor's assets.
(f) To the extent not described herein, (i) if the Guarantor or the
Principal Debtor shall be the subject of a bankruptcy proceeding, or (ii) if any
proceeding against any of them seeking any reorganization, arrangement,
composition, adjustment, liquidation, dissolution, or similar relief under the
present or any future federal bankruptcy law or other applicable federal,
foreign, state or other statute, law or regulation shall be commenced, or (iii)
if any trustee, receiver or liquidator of any of them or of all or any
substantial part of any or all of their properties shall be appointed without
their consent or acquiescence; provided that in any of the cases described above
in this Section, such proceeding or appointment shall not be a Guaranty Event of
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Default if the Guarantor or the Principal Debtor in question shall cause such
proceeding or appointment to be discharged, vacated, dismissed or stayed within
ninety (90) days after commencement thereof.
(g) Unless adequately insured in the reasonable opinion of the Agent,
the entry of a final judgment for the payment of money against the Guarantor
which would be reasonably likely to have a material adverse effect on the
Guarantor or its business or financial condition or assets, and the failure by
the Guarantor to discharge or stay the same, or cause it to be discharged or
stayed, within thirty (30) days from the date of the order, decree or process
under which or pursuant to which such judgment was entered, or to secure a stay
of execution pending appeal of such judgment.
(h) The dissolution, liquidation or termination of existence of the
Guarantor or the sale of all or substantially all assets of the Guarantor out
of the ordinary course of its business.
(i) If the Guarantor transfers any of its material assets in a manner
that would constitute a fraudulent conveyance, without the prior written consent
of the Majority Lenders.
13. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon the
Guarantor, its successors and assigns (but not its shareholders or their
successors or assigns), and shall inure to the benefit of and be enforceable by
Agent, and its successors, transferees and assigns for the benefit of the
Lenders. Without limiting the generality of the foregoing sentence, in
accordance with the terms of the Loan Agreement, Agent and/or the Lenders may
assign or otherwise transfer any agreement or any note held by them evidencing,
securing or otherwise executed in connection with the Obligations, or sell
participations in any interest therein, to any other person or entity, and such
other person or entity shall thereupon become vested, to the extent set forth in
the agreement evidencing such assignment, transfer or participation, with all
the rights and obligations in respect thereof granted to selling party herein.
14. AMENDMENTS AND WAIVERS. No amendment or waiver of any provision of
this Guaranty nor consent to any departure by the Guarantor therefrom shall be
effective unless the same shall be consented to by the Majority Lenders and in
writing and signed by the
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Agent. No failure on the part of Agent to exercise, and no delay in exercising,
any right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right.
15. GOVERNING LAW. This Guaranty is intended to take effect as a sealed
instrument and shall be governed by, and construed in accordance with, the laws
of The Commonwealth of Massachusetts.
16. CONSENT TO JURISDICTION AND SERVICE OF PROCESS.
(a) Except to the extent prohibited by applicable law, the
Guarantor irrevocably:
(i) agrees that any suit, action, or other legal proceeding
arising out of this Guaranty may be brought in the courts of
record of The Commonwealth of Massachusetts or any other
state(s) in which any of the Guarantor's assets are located
or the courts of the United States located in the
Commonwealth of Massachusetts or any other state(s) in which
any of the Guarantor's assets are located;
(ii) consents to the jurisdiction of each such court in any
such suit, action or proceeding; and
(iii) waives any objection which it may have to the laying of
venue of such suit, action or proceeding in any of such
courts.
For such time as the Guaranty is in effect the Guarantor irrevocably
designates the registered agent or agent for service of process of the Guarantor
as reflected in the records of the Secretary of State of the Commonwealth of
Pennsylvania as its registered agent, and, in the absence thereof, the Secretary
of State of the Commonwealth of Pennsylvania as its agent to accept and
acknowledge on its behalf service of any and all process in any such suit,
action or proceeding brought in any such court and agrees and consents that any
such service of process upon such agent and written notice of such service to
the Guarantor by registered or certified mail shall be taken and held to be
valid personal service upon the Guarantor regardless of where the Guarantor
shall then be doing business and that any such service of process shall be of
the same force and validity as if service were made upon it according to the
laws governing the validity and requirements of such service in each such state
and waives any claim of lack of personal service or other error by reason of any
such service. Any notice, process, pleadings or other papers served upon the
aforesaid designated agent shall, within three (3) Business Days after such
service, be sent by the method provided therefor under Section 18. GUARANTOR
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AND THE AGENT HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF ANY
DISPUTE BETWEEN GUARANTOR AND THE AGENT AND/OR THE LENDERS WITH RESPECT TO THIS
GUARANTY AND/OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
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17. NOTICES. All notices, requests, demands and other communications
provided for hereunder shall be in writing (including telecopied communication)
and mailed by overnight courier for delivery the next Business Day, telecopied
or delivered to the applicable party at the addresses indicated below:
If to the Guarantor:
Raymond Karsan Holdings, Inc.
170 South Warner Road
Suite 110
Wayne, Pennsylvania 19087
Attention: Chief Financial Officer
Telephone: (610) 971-9171
Telecopy: (610) 971-2435
With a copy to:
Pepper Hamilton, LLP
3000 Two Logan Square - 18 & Arch Streets
Philadelphia, PA 19103
Attention: Lisa R. Jacobs
Telephone: (215) 981-4701
Telecopy: (215) 981-4750
If to Agent:
FLEET NATIONAL BANK
100 Federal Street
Mailstop: 01-08-08
Boston, Massachusetts
Attention: Daniel G. Head, Jr., Senior Vice President
Telephone: (617) 434-5261
Telecopy: (617) 434-0819
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With a copy to
Hinckley, Allen & Snyder LLP
28 State Street
Boston, MA 02109
Attention: Malcolm Farmer, III, Esq.
Telephone: (617) 345-9000
Telecopy: (617) 345-9020
or, as to each party, at such other address as shall be designated by such party
in a written notice to each other party complying as to the delivery with the
terms of this Section. All such notices, requests, demands and other
communications shall be effective when received.
18. MISCELLANEOUS. This Guaranty constitutes the entire agreement of the
Guarantor with respect to the matters set forth herein. The rights and remedies
herein provided are cumulative and not exclusive of any remedies provided by law
or any other agreement, and this Guaranty shall be in addition to any other
guaranty of the Obligations. The invalidity or unenforceability of any one or
more sections of this Guaranty shall not affect the validity or enforceability
of its remaining provisions. Captions are for the ease of reference only and
shall not affect the meaning of the relevant provisions. The meanings of all
defined terms used in this Guaranty shall be equally applicable to the singular
and plural forms of the terms defined.
19. CONFLICTS. In the event any conflict between any provision of this
Guaranty and any provision(s) of the Loan Agreement, such provision(s) of the
Loan Agreement shall control including without limitation that in connection
with exercise of remedies the Agent, to the extent required by the Loan
Agreement, shall act in accordance with the requests, consents or directions of
such of the Lenders as are granted such authority in the Loan Agreement.
20. RELATIVE RIGHTS. The relative rights of the Agent and the Lenders are
set forth in the Loan Agreement.
IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed
and delivered as of the date appearing on page one.
RAYMOND KARSAN HOLDINGS, INC.
By: /s/ Donald F. Volk
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Name: Donald F. Volk
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Title: Chief Financial Officer
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JOINDER
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The Agent hereby joins in this Guaranty for the purpose of agreeing to
the waiver of jury trial in Section 17 of this Guaranty.
FLEET NATIONAL BANK
By: /s/ Daniel G. Head, Jr.
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Daniel G. Head, Jr.
Senior Vice President
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