THIS GUARANTY
AGREEMENT executed as of this 1st day of September, 2002, by and
among William L. Bates, Gregg D. Scheller and Kurt W. Gampp, Jr.,
each an individual residing in the State of Missouri (the
“Individual Guarantors” and Synergetics, Inc., a
Missouri corporation (the “Corporate Guarantor” and,
together with the Individual Guarantors, the
“Guarantors”) and The Industrial Development Authority
of St. Charles County, Missouri, a public corporation of the State
of Missouri (the “Issuer”).
FOR VALUE
RECEIVED, and in consideration of any loans, advances, payments,
extensions of credit and financial accommodations heretofore or
hereafter made, granted or extended by Issuer or which the Issuer
has or will become obligated to make, grant or extend, to or for
the account of Synergetics Development Company, L.L.C., a Missouri
limited liability company (the “Obligor”), and in
consideration of any obligations heretofore or hereafter incurred
by Obligor to the Issuer, the Guarantors hereby absolutely and
unconditionally, jointly and severally, guarantee to the Issuer the
prompt and complete payment when due in accordance with its terms
(whether by reason of demand, acceleration or otherwise) of any and
all indebtedness (principal, interest, fees and other amounts) and
other obligations for the payment of money, evidenced by notes,
bonds or other negotiable or non-negotiable instruments, or in any
manner whatsoever, now or hereafter existing, of the Obligor to the
Issuer (collectively, the “Indebtedness”). In addition,
the Guarantors shall and agree to be jointly and severally liable
to the Issuer for all costs and expenses incurred by the Issuer in
attempting or effecting collection hereunder (whether or not
litigation shall be commenced in aid thereof) and in connection
with representation of the Issuer in connection with bankruptcy or
insolvency proceedings, including without limitation reasonable
attorneys’ fees and expenses.
TO SECURE THE
ISSUER HEREUNDER, the Guarantors each give to the Issuer a general
lien and right of set-off upon and to every present and future
deposit account with UMB Bank, N.A., as trustee (the
“Trustee”) under that certain Indenture of Trust dated
as of September 1, 2002 by and between the Issuer and the
Trustee for the holders of any bonds issued by the Issuer pursuant
to said Indenture of Trust and pledges to the Issuer all moneys,
notes, bonds, stocks and other securities of every kind, as well as
any other property, now or hereafter delivered to or in the
possession of the Trustee, with full power in the Trustee in the
event of default hereunder to credit and apply on said Indebtedness
any such moneys on deposit and to sell such securities and other
property at public or private sale or through any exchange or
broker’s board and to credit and apply the net proceeds
thereof on said Indebtedness.
Notice of the
acceptance of this Guaranty, and of the incurring of any
Indebtedness hereby guaranteed, and presentment, demand for
payment, notice of dishonor, protest and notice of protest, and of
default by Obligor, are waived by the Guarantors who agree:
(i) that the obligation of the Guarantors hereunder is primary
and may be enforced directly against any Guarantor independently of
and without proceeding against the Obligor or any other Guarantor
or Guarantors or foreclosing any collateral pledged to the Issuer;
(ii) that the Issuer in its sole and absolute discretion may
extend the time of payment, and renew or change the manner, place,
time and terms of payment of and make any other changes with
respect to any or all of said Indebtedness; (iii) that the
Issuer may in its sole and absolute discretion sell, exchange,
release, surrender and otherwise deal with all or any of the
collateral pledged to the Issuer by the Obligor or any other person
to secure any or all of said Indebtedness; (iv) that the
Issuer may in its sole and absolute discretion release and
otherwise deal with any other Guarantor or Guarantors; and
(v) that the Issuer may exercise or refrain from exercising
any rights against the Obligor or any Guarantor or Guarantors or
otherwise act or refrain from acting, and may settle or compromise
any or all of said Indebtedness with the Obligor; all without
releasing the Guarantors.
The Guarantors
hereby waive any and all rights of subrogation, reimbursement,
contribution and indemnity whatsoever with respect to the Obligor
and shall have no right of recourse to or
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