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CONTINUING AND UNCONDITIONAL GUARANTY

Guarantee Agreement

CONTINUING AND UNCONDITIONAL GUARANTY | Document Parties: SCHIFF NUTRITION INTERNATIONAL, INC. | Schiff Nutrition Group, Inc | US Bank National Association | WNG Holdings (International) Ltd You are currently viewing:
This Guarantee Agreement involves

SCHIFF NUTRITION INTERNATIONAL, INC. | Schiff Nutrition Group, Inc | US Bank National Association | WNG Holdings (International) Ltd

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Title: CONTINUING AND UNCONDITIONAL GUARANTY
Date: 8/20/2009
Industry: Food Processing     Sector: Consumer/Non-Cyclical

CONTINUING AND UNCONDITIONAL GUARANTY, Parties: schiff nutrition international  inc. , schiff nutrition group  inc , us bank national association , wng holdings (international) ltd
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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.

 

 

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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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