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$44	Preview Full Doc	2003	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	Indus Indus International, Inc. ( Software & Programming ) 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 Indus International, Inc. ( Software & Programming ) 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 Pepper Hamilton LLP ( Legal ) 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
$36	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 Indus International, Inc. ( Software & Programming ) 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 Indus International, Inc. ( Software & Programming ) 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
$43	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 ï¿½Agreementï¿½) 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 ï¿½Borrowerï¿½) and the subsidiaries of the Borrower designated as ï¿½Guarantorsï¿½ 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 ï¿½Guarantorsï¿½ or, individually, a ï¿½Guarantorï¿½), in favor of U.S. Bank . . . 2407769	Nestor Nestor, Inc. ( Software & Programming ) 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 Nestor, Inc. ( Software & Programming ) 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 ;	U.S. Bank, NA U.S. Bank, NA ( Financial ) 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