Exhibit 10.4
Guaranty and Suretyship Agreement
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THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered
into as of October 1, 2008, by and among the Guarantors identified as such on
the signature pages hereof (each individually, a "Guarantor" and, collectively,
the "Guarantors"), in consideration of the extension of credit by PNC BANK,
NATIONAL ASSOCIATION (the "Bank"), with an address at 1600 Market Street, 22nd
Floor, Philadelphia, PA 19103, to NEW HORIZONS WORLDWIDE, INC. (the "Borrower"),
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged.
1.
GUARANTY OF OBLIGATIONS.
EACH GUARANTOR HEREBY UNCONDITIONALLY
GUARANTEES, AS A PRIMARY OBLIGOR, AND BECOMES SURETY FOR, THE PROMPT PAYMENT AND
PERFORMANCE OF ALL LOANS, ADVANCES, DEBTS, LIABILITIES, OBLIGATIONS, COVENANTS
AND DUTIES OWING BY THE BORROWER TO THE BANK UNDER THE LOAN AGREEMENT, DATED AS
OF OCOTOBER 1, 2008, BY AND BETWEEN THE BORROWER AND THE BANK (THE "LOAN
AGREEMENT"), THE COMMITTED LINE OF CREDIT NOTE, DATED AS OF OCTOBER 1, 2008,
MADE BY THE BORROWER IN FAVOR OF THE BANK, AND ANY OTHER RELATED LOAN DOCUMENTS
(COLLECTIVELY, THE "LOAN DOCUMENTS"), 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 ABSOLUTE OR CONTINGENT, JOINT OR SEVERAL, DUE OR TO
BECOME DUE, NOW EXISTING OR HEREAFTER ARISING, AND ANY AMENDMENTS, EXTENSIONS,
RENEWALS AND INCREASES OF OR TO ANY OF THE FOREGOING, AND ALL REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES OF THE BANK INCURRED IN THE DOCUMENTATION,
NEGOTIATION, MODIFICATION, ENFORCEMENT, COLLECTION AND OTHERWISE IN CONNECTION
WITH ANY OF 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
GUARANTORS' 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 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,