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Exhibit
10.10
DeWees Guaranty
This
Continuing Guaranty of Payment (“Guaranty”) is
made and delivered this 30th day of November, 2007, by Bernard
L. DeWees (“DeWees”).
Recitals
:
A. 3-D
Service, Ltd. (“3-D”) has been engaged in the
business of selling, repairing, remanufacturing and
maintaining industrial electrical and mechanical equipment
from its locations at 800 Nave Road SE in Massillon, Ohio, and
at 870 Crescentville Road in Cincinnati, Ohio.
B. DeWees
has been the President of 3-D since its
inception. BDeWees, Inc., an Ohio corporation which
is wholly owned by DeWees, has owned fifty percent (50%) of
3-D since its inception.
C. Pursuant
to the 3-D Membership Interest Purchase Agreement (the
“Membership Interest Purchase Agreement”),
executed on November 30, 2007, Magnetech Industrial Services,
Inc. (“Magnetech”) has purchased all of the
Membership Interest Units of 3-D, including all Units owned by
BDeWees, Inc.
D. Magnetech
would not have been willing to enter into the Membership
Interest Purchase Agreement without the agreement of DeWees to
execute this Guaranty, along with the execution of a similar
agreement by Thomas J. Embrescia
(“Embrescia”).
E. The
consummation by Magnetech of the transactions contemplated by
the Membership Interest Purchase Agreement is in reliance upon
the assurance of DeWees that he will comply fully with all of
the terms and conditions of this Guaranty.
NOW,
THEREFORE, in consideration of the payments, promises and
other benefits made to or conveyed to DeWees, directly or
indirectly, through the Membership Interest Purchase
Agreement, and as an inducement to Magnetech to enter into the
Membership Interest Purchase Agreement, DeWees hereby agrees
as follows:
DeWees
hereby promises and guarantees to Magnetech that upon failure
of BDeWees, Inc., to promptly and fully pay any and all
Indebtedness (as defined below), DeWees, subject to the
limitations of the Cap, hereinafter defined, shall pay all
Indebtedness to Magnetech on demand together with all expenses
of enforcing this Guaranty, including attorneys’ fees,
expenses and all other costs of collection under this
Guaranty. This Guaranty constitutes and is an
absolute, unconditional and continuing guarantee of payment
and shall apply to each and every default in payment by
BDeWees, Inc., which gives rise to Indebtedness. Subject to
the limits of the Cap, it is understood that repeated and
successive demands may be made and recoveries had
hereunder.
In
this Guaranty, “Indebtedness” means all
indebtedness and obligations of BDeWees, Inc., now or
hereafter owing to Magnetech under Section 8.02 of the
Membership Interest
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