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Guaranty and Suretyship Agreement
Guaranty and Suretyship Agreement (25K)
Doc #177992: Click preview link for longer preview.
GUARANTY AND SURETYSHIP AGREEMENT
THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is entered into on March 5, 2003, by INDUS UTILITY SYSTEMS, INC., a Delaware corporation ("Guarantor"), in favor of SCT FINANCIAL CORPORATION, a Delaware corporation ("Lender").
BACKGROUND
A. The Guarantor has entered into a Purchase Agreement (the "Purchase Agreement") on February 12, 2003, by and among Indus International, Inc., a Delaware corporation ("Purchaser"), Systems and Computer Technology Corporation, a Delaware corporation ("SCT"), Lender, SCT Property, Inc., a Delaware corporation ("SCT Property"), SCT International Limited, a limited liability corporation organized under the laws of England and Wales ("SCT International"), SCT Technologies (Canada) Inc., a company organized and existing under the laws of the Province of Ontario, Canada ("SCT Canada"), SCT Software & Resource Management Corporation, a Delaware corporation ("SCT SRM"), and Systems & Computer Technology International B.V., a corporation organized under the laws of the Netherlands ("SCT Netherlands").
B. Lender owned 1,000 shares of common stock, $1.00 par value per share, of the Guarantor, which shares represented all of the issued and outstanding capital stock of the Guarantor (the "Shares").
C. The Guarantor is engaged in the business of providing customer management and service order fulfillment application software and services to the commercial, industrial and residential segments of the energy and utilities market (the "Business").
D. Each of SCT, SCT Property, SCT International, SCT Canada, SCT SRM and SCT Netherlands (collectively, the "SCT Sellers," and together with SCT and Lender, the "Sellers") owned certain Assets used exclusively in the Business.
E. Lender sold to Purchaser, and Purchaser purchased from Lender, all of the Shares.
F. The SCT Sellers sold, transferred and assigned to Purchaser, and Purchaser purchased and acquired from the SCT Sellers, certain Assets used exclusively in the Business.
G. In connection with the transfer of the Shares and such Assets, Purchaser agreed, in the Purchase Agreement, to pay a portion of the purchase price for the Assets (the "Purchase Price", as such term is further defined in the Purchase Agreement), by delivering to Lender a Promissory Note in the original principal amount of $10,000,000 (the "Note").
H. It is a requirement under the Purchase Agreement and the Note that the Guarantor deliver to Lender this Guaranty, which Guaranty is to be secured by a mortgage lien on and security interest in certain real property (and related personal property) of the Guarantor granted to the Lender pursuant to a First Mortgage, Security Agreement and Fixture Filing (the "Mortgage"), dated as of the date hereof.
{PAGE} I. Guarantor desires to guaranty the obligations of the Purchaser (a) under the Note and (b) to pay the Purchase Price, as such term is defined in the Purchase Agreement, as herein provided.
NOW, THEREFORE, in order to induce Lender to enter into the Purchase Agreement and accept, as a portion of the purchase price thereunder, the Note, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Guarantor does hereby covenant and agree with Lender as follows:
177992
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Indus
As referenced in this Guaranty and Suretyship Agreement:
Indus International,
Inc. – in favor of SCT FINANCIAL CORPORATION, a Delaware
corporation ("Lender").
BACKGROUND
A. The Guarantor has entered into a Purchase Agreement (the
"Purchase Agreement") on February 12, 2003, by and among Indus International,
Inc. , a Delaware corporation ("Purchaser"), Systems and Computer Technology
Corporation, a Delaware corporation ("SCT"), Lender, SCT Property, Inc., a
Delaware corporation ("SCT Property"), SCT International Limited, a limited
liability corporation _____________
Indus International, Inc. – such other address as may be given by any party
to the other in writing in accordance with this Section 13:
If to Guarantor:
Indus Utility Systems, Inc.
c/o Indus International, Inc.
3301 Windy Ridge Parkway
Atlanta, Georgia 30339
Attention: Adam V. Battani
Telephone: (770) 989-4061
Facsimile: (770) 989-4488
If to Lender:
SCT Financial Corporation
4 Country View Road
_____________
dt 1469361
;
Indus
As referenced in this Guaranty and Suretyship Agreement:
Indus International,
Inc. – in favor of SCT FINANCIAL CORPORATION, a Delaware
corporation ("Lender").
BACKGROUND
A. The Guarantor has entered into a Purchase Agreement (the
"Purchase Agreement") on February 12, 2003, by and among Indus International,
Inc. , a Delaware corporation ("Purchaser"), Systems and Computer Technology
Corporation, a Delaware corporation ("SCT"), Lender, SCT Property, Inc., a
Delaware corporation ("SCT Property"), SCT International Limited, a limited
liability corporation _____________
Indus International, Inc. – such other address as may be given by any party
to the other in writing in accordance with this Section 13:
If to Guarantor:
Indus Utility Systems, Inc.
c/o Indus International, Inc.
3301 Windy Ridge Parkway
Atlanta, Georgia 30339
Attention: Adam V. Battani
Telephone: (770) 989-4061
Facsimile: (770) 989-4488
If to Lender:
SCT Financial Corporation
4 Country View Road
_____________
dt 1469377
;
Pepper Hamilton
As referenced in this Guaranty and Suretyship Agreement:
Pepper Hamilton – Counsel
Telephone: (610) 578-5263
Facsimile: (610) 578-7457
-5-
{PAGE}
with a copy to:
Pepper Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
Attention:
dt 32998
;
| Indus Utility Systems, Inc.;
SCT Financial Corporation
|
| Preview
Full Doc
 | 2003 |
Guaranty and Suretyship Agreement
Guaranty and Suretyship Agreement (25K)
Doc #1125931: Click preview link for longer preview.
GUARANTY AND SURETYSHIP AGREEMENT
THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is
entered into on March 5, 2003, by INDUS UTILITY SYSTEMS, INC., a Delaware
corporation ("Guarantor"), in favor of SCT FINANCIAL CORPORATION, a Delaware
corporation ("Lender").
BACKGROUND
A. The Guarantor has entered into a Purchase Agreement (the
"Purchase Agreement") on February 12, 2003, by and among Indus International,
Inc., a Delaware corporation (" . . .
1125931
|
Indus
As referenced in this Guaranty and Suretyship Agreement:
Indus International,
Inc. – in favor of SCT FINANCIAL CORPORATION, a Delaware
corporation ("Lender").
BACKGROUND
A. The Guarantor has entered into a Purchase Agreement (the
"Purchase Agreement") on February 12, 2003, by and among Indus International,
Inc. , a Delaware corporation ("Purchaser"), Systems and Computer Technology
Corporation, a Delaware corporation ("SCT"), Lender, SCT Property, Inc., a
Delaware corporation ("SCT Property"), SCT International Limited, a limited
liability corporation _____________
Indus International, Inc. – such other address as may be given by any party
to the other in writing in accordance with this Section 13:
If to Guarantor:
Indus Utility Systems, Inc.
c/o Indus International, Inc.
3301 Windy Ridge Parkway
Atlanta, Georgia 30339
Attention: Adam V. Battani
Telephone: (770) 989-4061
Facsimile: (770) 989-4488
If to Lender:
SCT Financial Corporation
4 Country View Road
_____________
dt 1759018
;
|
Indus
As referenced in this Guaranty and Suretyship Agreement:
Indus International,
Inc. – in favor of SCT FINANCIAL CORPORATION, a Delaware
corporation ("Lender").
BACKGROUND
A. The Guarantor has entered into a Purchase Agreement (the
"Purchase Agreement") on February 12, 2003, by and among Indus International,
Inc. , a Delaware corporation ("Purchaser"), Systems and Computer Technology
Corporation, a Delaware corporation ("SCT"), Lender, SCT Property, Inc., a
Delaware corporation ("SCT Property"), SCT International Limited, a limited
liability corporation _____________
Indus International, Inc. – such other address as may be given by any party
to the other in writing in accordance with this Section 13:
If to Guarantor:
Indus Utility Systems, Inc.
c/o Indus International, Inc.
3301 Windy Ridge Parkway
Atlanta, Georgia 30339
Attention: Adam V. Battani
Telephone: (770) 989-4061
Facsimile: (770) 989-4488
If to Lender:
SCT Financial Corporation
4 Country View Road
_____________
dt 1759030
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| Preview
Full Doc
 | 2006 |
Guaranty and Suretyship Agreement
Guaranty and Suretyship Agreement (27K)
Doc #2407769: Click preview link for longer preview.
GUARANTY AND SURETYSHIP AGREEMENT
THIS GUARANTY AND SURETYSHIP AGREEMENT (this �Agreement�) made as of the 25th day of May, 2006, by and among Nestor, Inc., a Delaware corporation (together with its successors and permitted assigns, the �Borrower�) and the subsidiaries of the Borrower designated as �Guarantors� on the signature lines hereto (together with their successors and permitted assigns and any other person or entity that becomes a Guarantor hereunder pursuant to Section 5 below, jointly and severally, the �Guarantors� or, individually, a �Guarantor�), in favor of U.S. Bank . . .
2407769
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Nestor
As referenced in this Guaranty and Suretyship Agreement:
Nestor, Inc. – 10.8
EXHIBIT 10.8
Execution Copy
GUARANTY AND SURETYSHIP AGREEMENT
THIS GUARANTY AND SURETYSHIP AGREEMENT (this Agreement) made as of the 25th day of May, 2006, by and among Nestor, Inc. , a Delaware corporation (together with its successors and permitted assigns, the Borrower) and the subsidiaries of the Borrower designated as Guarantors on the signature lines hereto (together with their _____________
NESTOR, INC. – WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
-8-
IN WITNESS WHEREOF, the undersigned have executed this Guaranty and Suretyship Agreement on the date and year first above written.
Borrower:
NESTOR, INC.
By: /s/Nigel P. Hebborn
Name: Nigel P. Hebborn
Title: CFO
Address: 42 Oriental Street
Providence, RI 02908
Phone No.: 401-274-5658x738
Fax No.: 401-274-5707
Attention: _____________
Nestor, Inc. – Page to Guaranty and Suretyship Agreement]
-10-
JOINDER
The undersigned acknowledges that it is a Guarantor under the Guaranty and Suretyship Agreement, dated May [___], 2006 made by and among Nestor, Inc. (the Borrower) and the subsidiaries of the Borrower designated as Guarantors on the signature lines thereto in favor of [_____________] as collateral agent for the Purchasers (as defined in _____________
dt 1622712
;
Nestor
As referenced in this Guaranty and Suretyship Agreement:
Nestor, Inc. – 10.8
EXHIBIT 10.8
Execution Copy
GUARANTY AND SURETYSHIP AGREEMENT
THIS GUARANTY AND SURETYSHIP AGREEMENT (this Agreement) made as of the 25th day of May, 2006, by and among Nestor, Inc. , a Delaware corporation (together with its successors and permitted assigns, the Borrower) and the subsidiaries of the Borrower designated as Guarantors on the signature lines hereto (together with their _____________
NESTOR, INC. – WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
-8-
IN WITNESS WHEREOF, the undersigned have executed this Guaranty and Suretyship Agreement on the date and year first above written.
Borrower:
NESTOR, INC.
By: /s/Nigel P. Hebborn
Name: Nigel P. Hebborn
Title: CFO
Address: 42 Oriental Street
Providence, RI 02908
Phone No.: 401-274-5658x738
Fax No.: 401-274-5707
Attention: _____________
Nestor, Inc. – Page to Guaranty and Suretyship Agreement]
-10-
JOINDER
The undersigned acknowledges that it is a Guarantor under the Guaranty and Suretyship Agreement, dated May [___], 2006 made by and among Nestor, Inc. (the Borrower) and the subsidiaries of the Borrower designated as Guarantors on the signature lines thereto in favor of [_____________] as collateral agent for the Purchasers (as defined in _____________
dt 1622714
;
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U.S. Bank, NA
As referenced in this Guaranty and Suretyship Agreement:
U.S. Bank National Association, – permitted assigns and any other person or entity that becomes a Guarantor hereunder pursuant to Section 5 below, jointly and severally, the Guarantors or, individually, a Guarantor), in favor of U.S. Bank National Association, as collateral agent for the Purchasers (as that term is defined in the Securities Purchase Agreement referred to below) (together with its successors and assigns in such capacity, the _____________
U.S. BANK NATIONAL ASSOCIATION
– 42 Oriental Street
Providence, RI 02908
Phone No.: 401-274-5658x738
Fax No.: 401-274-5707
Attention: Benjamin M. Alexander, Esq.
[Signature Page to Guaranty and Suretyship Agreement]
-9-
Agent:
U.S. BANK NATIONAL ASSOCIATION
By:/s/Arthur L. Blakeslee
Name: Arthur L. Blakeslee
Title: Vice President
U.S. Bank National Association
Corporate Trust Services
225 Asylum Street, 23rd Floor
Hartford, CT 06103
Telephone: ( _____________
U.S. Bank National Association
– Benjamin M. Alexander, Esq.
[Signature Page to Guaranty and Suretyship Agreement]
-9-
Agent:
U.S. BANK NATIONAL ASSOCIATION
By:/s/Arthur L. Blakeslee
Name: Arthur L. Blakeslee
Title: Vice President
U.S. Bank National Association
Corporate Trust Services
225 Asylum Street, 23rd Floor
Hartford, CT 06103
Telephone: (860) 241-6859
Facsimile: (860) 241-6881
Attention: Arthur Blakeslee
[Signature Page to Guaranty and Suretyship Agreement]
- _____________
dt 1567418
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