exv10w5



 





Exhibit 10.5




			
	 	 	 
	Restated Guaranty Agreement
	 	
	 	 	 





     THIS RESTATED GUARANTY AGREEMENT (this “Guaranty”) is made and entered into as of this
31st day of July, 2007, by H.F. LENFEST, an individual (the “Guarantor”), with an
address at 300 Barr Harbor Drive, Suite 460, West Conshohocken, PA 19428, in consideration of the
extension of credit by PNC BANK, NATIONAL ASSOCIATION (the “Bank”), with an address at 1000
Westlakes Drive, Suite 200, Berwyn, PA 19312, to ENVIRONMENTAL TECTONICS CORPORATION (the
“Borrower”), and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged. This Guaranty restates and replaces (but does not constitute a novation of)
the existing Restated Limited Guaranty Agreement from the Guarantor to the Bank dated as of
November 16, 2006.


1. Guaranty of Obligations. The Guarantor hereby unconditionally guarantees, as a primary
obligor, and becomes surety for, the prompt payment and performance of all loans, advances, debts,
liabilities, reimbursement and other obligations, covenants and duties owing by the Borrower to the
Bank of any kind or nature, present or future (including any interest accruing thereon after
maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing
or post-petition interest is allowed in such proceeding), whether direct or indirect (including
those acquired by assignment or participation), absolute or contingent, joint or several, due or to
become due, now existing or hereafter arising under the revolving credit facility established under
that certain amended and restated Letter Agreement between the Borrower and the Bank dated as of
July 31, 2007, (as hereafter amended, modified or supplemented, the “Credit Agreement”), the
Amended and Restated Reimbursement Agreement for Letters of Credit from the Borrower in favor of
the Bank dated as of July 31, 2007 (as hereafter amended, modified or supplemented, the
“Reimbursement Agreement” and the Note and Letters of Credit (as those terms are defined in the
Credit Agreement) heretofore or hereafter issued pursuant thereto, and any amendments, extensions,
renewals and increases of or to the foregoing, and all costs and expenses of the Bank incurred in
the modification, enforcement, collection and otherwise in connection with the foregoing, including
reasonable attorneys’ fees and expenses (hereinafter referred to collectively as the
“Obligations”). If the Borrower defaults under any such Obligations, the Guarantor will pay the
amount due to the Bank.



2. Nature of Guaranty; Waivers. This is a guaranty of payment and not of collection and
the Bank shall not be required, as a condition of the Guarantor’s liability, to make any demand
upon or to pursue any of its rights against the Borrower, or to pursue any rights which may be
available to it with respect to any other person who may be liable for the payment of the
Obligations.




     This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in
full force and effect until all of the Obligations have been indefeasibly paid in full, and the
Bank has terminated this Guaranty. This Guaranty will remain in full force and effect even if there
is no principal balance or other amounts outstanding under the Obligations at a particular time or
from time to time. This Guaranty will not be affected by any surrender, exchange, acceptance,
compromise or release by the Bank of any other party, or any other guaranty or any security held by
it for any of the Obligations, by any failure of the Bank to take any steps to perfect or maintain
its lien or security interest in or to preserve its rights to any security or other collateral for
any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of
any of the Obligations or any part thereof or any security or



 









 







other guaranty thereof. The Guarantor’s obligations hereunder shall not be affected, modified or impaired by any counterclaim,
set-off, recoupment, deduction or defense based upon any claim the Guarantor may
have (directly or indirectly) against the Borrower or the Bank, except payment or performance
of the Obligations.



     Notice of acceptance of this Guaranty, notice of extensions of credit to the Borrower from
time to time, notice of default, diligence, presentment, notice of dishonor, protest, demand for
payment, and any defense based upon the Bank’s failure to comply with the notice requirements under
Sections 9-611 and 9-612 of the Uniform Commercial Code as in effect from time to time are hereby
waived. The Guarantor waives all defenses based on suretyship or impairment of collateral.



     The Bank at any time and from time to time, without notice to or the consent of the Guarantor,
and without impairing or releasing, discharging or modifying the Guarantor’s liabilities hereunder,
may (a) change the manner, place, time or terms of payment or performance of or interest rates on,
or other terms relating to, any of the Obligations; (b) renew, substitute, modify, amend or alter,
or grant consents or waivers relating to any of the Obligations, any other guaranties, or any
security for any Obligations or guaranties; (c) apply any and all payments by whomever paid or
however realized including any proceeds of any collateral, to any Obligations of the Borrower in
such order, manner and amount as the Bank may determine in its sole discretion; (d) settle,
compromise or deal with any other person, including the Borrower or the Guarantor, with respect to
any Obligations in such manner as the Bank deems appropriate in its sole discretion; (e)
substitute, exchange or release any security or guaranty; or (f) take such actions and exercise
such remedies hereunder as provided herein.


3. Repayments or Recovery from the Bank. If any demand is made at any time upon the Bank
for the repayment or recovery of any amount received by it in payment or on account of any of the
Obligations and if the Bank repays all or any part of such amount by reason of any judgment, decree
or order of any court or administrative body or by reason of any settlement or compromise of any
such demand, the Guarantor will be and remain liable hereunder for the amount so repaid or
recovered to the same extent as if such amount had never been received originally by the Bank. The
provisions of this section will be and remain effective notwithstanding any contrary action which
may have been taken by the Guarantor in reliance upon such payment, and any such contrary action so
taken will be without prejudice to the Bank’s rights hereunder and will be deemed to have been
conditioned upon such payment having become final and irrevocable.



4. Financial Statements. Unless compliance is waived in writing by the Bank or until all
of the Obligations have been paid in full, the Guarantor will promptly submit to the Bank such
information relating to the Guarantor’s affairs (including, but not limited to, semi-annual
investment statements for the Guarantor within 60 days following each June 30 and December 31 and
tax returns for the Guarantor within 30 days following the filing thereof) or any security for the
Guaranty at any time provided by the Guarantor as the Bank may reasonably request.



5. Enforceability of Obligations. No modification, limitation or discharge of the
Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for
relief of debtors under federal or state law will affect, modify, limit or discharge the
Guarantor’s liability in any manner whatsoever and this Guaranty will remain and continue in full
force and effect and will be enforceable against the Guarantor to the same extent and with the same
force and effect as if any such proceeding had not been instituted. The Guarantor waives all
rights and benefits which might accrue to it by reason of any such proceeding and will be liable to
the full extent hereunder, irrespective of any modification, limitation or discharge of the
liability of the Borrower that may result from any such proceeding.




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6. Events of Default. The occurrence of any of the following shall be an “Event of
Default”: (i) any Event of Default (as defined in any of the Obligations); (ii) any default under
any of the Obligations that does not have a defined set of “Events of Default” and the lapse of any
notice or cure period provided in such Obligation with respect to such default, (iii) the Guarantor’s failure to perform any of
its obligations hereunder; (iv) the falsity, inaccuracy or material breach by the Guarantor of any
written warranty, representation or statement made or furnished to the Bank by or on behalf of the
Guarantor; (v) the termination or attempted termination of this Guaranty; (vi) the Guarantor shall
commence any case, proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency or relief of debtors, seeking
to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking arrangement, adjustment, winding-up, liquidation, composition or other relief
with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or
other similar official for it or for all or any substantial part of its assets, or the Guarantor
shall make a general assignment for the benefit of its creditors; or (vii) there shall be commenced
against the Guarantor any case, proceeding or other action of a nature referred to in clause (v)
above which (A) results in the entry of an order for relief or any such adjudication or appointment
or (B) remains undismissed, undischarged or unbonded for a period of 60 days. Upon the occurrence
of any Event of Default, (a) the Guarantor shall pay to the Bank the amount of the Obligations; or
(b) on demand of the Bank, the Guarantor shall immediately deposit with the Bank, in U.S. dollars,
all amounts due or to become due under the Obligations, and the Bank may at any time use such funds
to repay the Obligations; or (c) the Bank in its discretion may exercise with respect to any
collateral any one or more of the rights and remedies provided a secured party under the applicable
version of the Uniform Commercial Code; or (d) the Bank in its discretion may exercise from time to
time any other rights and remedies available to it at law, in equity or otherwise.



7. Right of Setoff. In addition to all liens upon and rights of setoff against the
Guarantor’s money, securities or other property given to the Bank by law, the Bank shall have, with
respect to the Guarantor’s obligations to the Bank under this Guaranty and to the extent permitted
by law, a contractual possessory security interest in and a contractual right of setoff against,
and the Guarantor hereby grants Bank a security interest in, and hereby assigns, conveys, delivers,
pledges and transfers to the Bank all of the Guarantor’s right, title and interest in and to, all
of the Guarantor’s deposits, moneys, securities and other property now or hereafter in the
possession of or on deposit with, or in transit to, the Bank or any other direct or indirect
subsidiary of The PNC Financial Services Group, Inc., whether held in a general or special account
or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise,
excluding, however, all IRA, Keogh, and trust accounts. Every such security interest and right of
setoff may be exercised without demand upon or notice to the Guarantor. Every such right of setoff
shall be deemed to have been exercised immediately upon the occurrence of an Event of Default
hereunder without any action of the Bank, although the Bank may enter such setoff on its books and
records at a later time.



8. Collateral. This Guaranty is secured by the property described in any collateral
security documents which the Guarantor may in the future grant to the Bank to secure any
Obligations of the Guarantor to the Bank.



9. Costs. To the extent that the Bank incurs any costs or expenses in protecting or
enforcing its rights under the Obligations or this Guaranty, including reasonable attorneys’ fees
and the costs and expenses of litigation, such costs and expenses will be due on demand, will be
included in the Obligations and will bear interest from the incurring or payment thereof at the
default interest rate provided under the Credit Agreement.



10. Postponement of Subrogation. Until the Obligations are indefeasibly paid in full,
expire, are terminated and are not subject to any right of revocation or rescission, the Guarantor
postpones and


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subordinates in favor of the Bank or its designee (and any assignee or potential
assignee) any and all rights which the Guarantor may have to (a) assert any claim whatsoever
against the Borrower based on subrogation, exoneration, reimbursement, or indemnity or any right of
recourse to security for the Obligations with respect to payments made hereunder, and (b) any realization on any property of the
Borrower, including participation in any marshalling of the Borrower’s assets.



11. Notices. All notices, demands, requests, consents, approvals and other communications
required or permitted hereunder (“Notices”) must be in writing and will be effective upon receipt.
Notices may be given in any manner to which the Bank and the Guarantor may separately agree,
including electronic mail. Without limiting the foregoing, first-class mail, facsimile
transmission and commercial courier service are hereby agreed to as acceptable methods for giving
Notices. Regardless of the manner in which provided, Notices may be sent to addresses for the
Bank and the Guarantor as set forth above or to such other address as either may give to the other
for such purpose in accordance with this section.



12. Preservation of Rights. No delay or omission on the Bank’s part to exercise any right
or power arising hereunder will impair any such right or power or be considered a waiver of any
such right or power, nor will the Bank’s action or inaction impair any such right or power. The
Bank’s rights and remedies hereunder are cumulative and not exclusive of any other rights or
remedies which the Bank may have under other agreements, at law or in equity. The Bank may proceed
in any order against the Borrower, the Guarantor or any other obligor of, or collateral securing,
the Obligations.



13. Illegality. If any provision contained in this Guaranty should be invalid, illegal or
unenforceable in any respect, it shall not affect or impair the validity, legality and
enforceability of the remaining provisions of this Guaranty.



14. Changes in Writing. No modification, amendment or waiver of, or consent to any
departure by the Guarantor from, any provision of this Guaranty will be effective unless made in a
writing signed by the Bank, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice to or demand on the Guarantor will entitle
the Guarantor to any other or further notice or demand in the same, similar or other circumstance.



15. Entire Agreement. This Guaranty (including the documents and instruments referred to
herein) constitutes the entire agreement and supersedes all other prior agreements and
understandings, both written and oral, between the Guarantor and the Bank with respect to the
subject matter hereof; provided, however, that this Guaranty is in addition to, and not in
substitution for, any other guarantees from the Guarantor to the Bank.



16. Successors and Assigns. This Guaranty will be binding upon and inure to the benefit of
the Guarantor and the Bank and their respective heirs, executors, administrators, successors and
assigns; provided, however, that the Guarantor may not assign this Guaranty in
whole or in part without the Bank’s prior written consent and the Bank at any time may assign this
Guaranty in whole or in part.



17. Interpretation. In this Guaranty, unless the Bank and the Guarantor otherwise agree in
writing, the singular includes the plural and the plural the singular; references to statutes are
to be construed as including all statutory provisions consolidating, amending or replacing the
statute referred to; the word “or” shall be deemed to include “and/or”, the words “including”,
“includes” and “include” shall be deemed to be followed by the words “without limitation”; and
references to sections or exhibits are to those of this Guaranty. Section headings in this
Guaranty are included for convenience of reference only and shall not constitute a part of this
Guaranty for any other purpose. If this Guaranty is executed by more than one party as Guarantor,
the obligations of such persons or entities will be joint and several.




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18. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by
the Bank and will be deemed to be made in the State where the Bank’s office indicated above is
located. This Guaranty will be interpreted and the rights and liabilities of the Bank and the
Guarantor determined in accordance with the laws of the State where the Bank’s office indicated
above is located, excluding its conflict of laws rules. The Guarantor hereby irrevocably
consents to the exclusive jurisdiction of any state or federal court in the county or judicial
district where the Bank’s office indicated above is located; provided that nothing contained in
this Guaranty will prevent the Bank from bringing any action, enforcing any award or judgment or
exercising any rights against the Guarantor individually, against any security or against any
property of the Guarantor within any other county, state or other foreign or domestic jurisdiction.
The Guarantor acknowledges and agrees that the venue provided above is the most convenient forum
for both the Bank and the Guarantor. The Guarantor waives any objection to venue and any objection
based on a more convenient forum in any action instituted under this Guaranty.



19. Equal Credit Opportunity Act. If the Guarantor is not an “applicant for credit” under
Section 202.2 (e) of the Equal Credit Opportunity Act of 1974 (“ECOA”), the Guarantor acknowledges
that (i) this Guaranty has been executed to provide credit support for the Obligations, and (ii)
the Guarantor was not required to execute this Guaranty in violation of Section 202.7(d) of ECOA.



20. Authorization to Obtain Credit Reports. By signing below, the Guarantor provides
written authorization to the Bank or its designee (and any assignee or potential assignee) to
obtain the Guarantor’s personal credit profile from one or more national credit bureaus. Such
authorization shall extend to obtaining a credit profile in considering this Guaranty and
subsequently for the purposes of update, renewal or extension of such credit or additional credit
and for reviewing or collecting the resulting account.



21.
 Waiver of Jury Trial. The Guarantor irrevocably waives any and all right
the Guarantor may have to a trial by jury in any action, proceeding or claim of any nature relating
to this Guaranty, any documents executed in connection with this Guaranty or any transaction
contemplated in any of such documents. The Guarantor acknowledges that the foregoing waiver is
knowing and voluntary.




     The Guarantor acknowledges that it has read and understood all the provisions of this
Guaranty, including the waiver of jury trial, and has been advised by counsel as necessary or
appropriate.



     WITNESS the due execution hereof as a document under seal, as of the date first written above, with
the intent to be legally bound hereby.



WITNESS:




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	                    
	 /s/	 	 	 
	 	 	 	 	 	
 
	 	 
	 

	 	 	 	 	 	 
	H.F. Lenfest	(SEAL)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Print Name: 
	 	 	 	 	 	 	 	 	 	 
	 

	 
 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Acknowledged and accepted:	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 
	PNC BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	By: 

Title:

	 	                    /s/
	 	 
 

	 	 
	 	 	 	 	 






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