Exhibit 10.30
CONTINUING AND
UNCONDITIONAL GUARANTY
This Continuing and Unconditional
Guaranty ( “Guaranty” ) is made as of
August 18, 2009, by WNG Holdings (International)
Ltd. a Nevada corporation (
“Guarantor” ), in favor of U.S. Bank
National Association, as administrative agent (in such capacity,
together with its successors, the “Agent”
) for the Lenders (as defined in the Loan Agreement referred to
below) and in favor of each of the Lenders.
1.
Schiff
Nutrition Group, Inc., a Utah corporation (
“Borrower” ), has entered into a Loan
Agreement (the “Loan Agreement” ) dated
August 18, 2009 with the Agent and the
“Lenders” from time to time party
thereto, pursuant to which the Lenders, subject to the terms and
conditions contained therein, are to make available to Borrower
credit in the aggregate principal amount of the Revolving Credit
Commitments.
2.
Capitalized terms in this Guaranty
not otherwise defined shall have the meanings given in the Loan
Agreement.
3.
For good
and valuable consideration, Guarantor hereby, jointly and
severally, absolutely and unconditionally, guarantees and promises
to pay to the Agent and to the Lenders or to their respective
order, on demand, any and all of the Borrower’s
Obligations. If Borrower does not pay any amount or
perform Borrower’s Obligations in strict accordance with the
Transaction Documents, Guarantor shall immediately pay all amounts
due thereunder (including, without limitation, all principal,
interest, indemnifications, reimbursements, and fees) and otherwise
to proceed to complete the same and satisfy all of Borrower’s
Obligations under the Transaction Documents.
4.
The
obligations of Guarantor under this Guaranty are joint and several
and independent of the obligations of Borrower and any other
Obligor, and a separate action or actions may be brought and
prosecuted by the Agent or the Lenders against Guarantor whether
action is brought against Borrower or any other Obligor or whether
Borrower or any other Obligor be joined in any such action or
actions. Guarantor’s liability under this Guaranty
is not conditioned or contingent upon the genuineness, validity,
regularity or enforceability of the Transaction Documents against
Borrower or any other Obligor.
5.
It is
agreed and understood by Guarantor that the Revolving Credit
Commitments and the credit to be extended under the Loan Documents
were agreed to and extended by the Lenders to Borrower or for
Borrower’s account with direct reliance by the Lenders upon
this Guaranty and the obligations of Guarantor under this Guaranty
in favor of the Agent and the Lenders. Guarantor
acknowledges that the extension of credit by the Lenders to
Borrower and the execution of this Guaranty has or will result in a
receipt by Guarantor of significant and reasonably equivalent
value.
6.
The
obligations of Guarantor under this Guaranty shall not be reduced,
limited or discharged until payment and performance in full of all
of the Borrower’s Obligations. Any payment by
Guarantor to the Agent or the Lenders shall not reduce
Guarantor’s obligations under this Guaranty. The
obligations of Guarantor under this Guaranty shall be in addition
to any other obligations that Guarantor may have to the Agent or to
any of the Lenders under any other credit agreement, including
guaranties, whether such guaranties are for the indebtedness of
Borrower or any other person.
7.
This
Guaranty is a guaranty of payment and not of
collection. Guarantor agrees that upon the occurrence of
an Event of Default with respect to Borrower’s Obligations,
Agent and Lenders may, at its option, proceed directly and at once
against Guarantor to collect and recover the full amount of the
liability hereunder or any portion of such liability. No
delay or omission by the Agent or the Lenders in exercising any
right shall operate as a waiver of such right or any other
right. Guarantor agrees to assume the complete
responsibility for being and keeping informed of the financial
condition of Borrower and all other Obligors and all other
circumstances bearing upon the risk of nonpayment of the
Borrower’s Obligations, and the Agent and the Lenders shall
have no duty to advise Guarantor of information known regarding the
Borrower’s Obligations or Borrower’s or any other
Obligor’s financial condition or any other matter.
8.
Guarantor
authorizes the Agent and the Lenders, without notice to or any
consent by Guarantor, and without affecting Guarantor’s
liability under this Guaranty, from time to time in whole or in
part to: (a) alter, compromise, renew, extend, waive, accelerate or
otherwise change the time for payment of, or otherwise change the
terms of, one or more of the Transaction Documents and the
Borrower’s Obligations, or any part thereof, or any condition
precedent to an advance under the Loan Agreement, including without
limitation an increase in the principal amount of the
Borrower’s Obligations or a change or an increase in the rate
or rates of interest on the Borrower’s Obligations; (b) take
and hold Collateral for the payment of the Borrower’s
Obligations, this Guaranty, or the obligations of any other Obligor
and exchange, surrender, compromise, release, enforce, waive, fail
to perfect, or deal with such Collateral in any manner the Agent
and the Lenders deem necessary, whether the Collateral was provided
by Borrower, Guarantor or any other Obligor; (c) apply the proceeds
of such Collateral (if the Agent and the Lenders choose to pursue
remedies with respect to such Collateral) and direct the order or
manner of sale as the Agent and the Lenders in their discretion may
determine; (d) release or substitute any one or more of the
Obligors, including Borrower; and (e) determine how, when and what
application of payments shall be made on Borrower’s
Obligations.
9.
Guarantor
represents and warrants to the Agent and the Lenders that (a) no
representations or agreements of any kind have been made to
Guarantor by the Agent or any of the Lenders that would limit,
affect, or qualify the terms of this Guaranty; (b) this Guaranty is
executed at Borrower’s request as part of Borrower’s
application for credit from the Lenders; and (c) the Agent and
the Lenders have made no representation to Guarantor as to the
credit-worthiness or financial condition of Borrower.
10.
Guarantor
acknowledges that it has had the opportunity to read the Loan
Agreement and the other Transaction D
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