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Exhibit 10.6
SUBSIDIARY GUARANTY
THIS SUBSIDIARY GUARANTY (this "Guaranty") is made as of the 18th day
of December, 2000 by STEADI-SYSTEMS, LTD., a California corporation;
STEADI-SYSTEMS NEW YORK, LTD., a New York corporation; STEADI-SYSTEMS MIAMI,
INC., a Florida corporation; THE TAPE COMPANY, INC., an Illinois corporation;
THE TAPE COMPANY, INC., a Georgia corporation; THE TAPE COMPANY, INC., a
Pennsylvania corporation; TAPE DISTRIBUTORS OF TEXAS, INC., a Texas corporation;
TAPE DISTRIBUTORS OF MINNESOTA, INC., a Minnesota corporation; DAISYTEK LATIN
AMERICA, INC., a Florida corporation; ARLINGTON INDUSTRIES, INC., a Delaware
corporation; VIRTUAL DEMAND, INC., a Delaware corporation; TAPEBARGAINS.COM,
INC., a Delaware corporation; B.A. PARGH COMPANY, a Delaware corporation; and
BUSINESS SUPPLIES DISTRIBUTORS, INC., a Delaware corporation (collectively, the
"Subsidiary Guarantors") in favor of the Agent, for the benefit of the Lenders
and the LC Issuers, under the Credit Agreement referred to below.
WITNESSETH:
WHEREAS, Daisytek, Incorporated, a Delaware corporation (the
"Principal"), Daisytek International Corporation, a Delaware corporation, Bank
One, Texas, NA, a national banking association having its principal office in
Chicago, Illinois, as an LC Issuer and as Administrative Agent (the "Agent"),
Citizens Bank of Massachusetts, as Syndication Agent, Bank of America, N.A., as
Documentation Agent, Bank One, NA, as an LC Issuer and certain other Lenders
from time to time party thereto have entered into a certain Credit Agreement
dated as of even date herewith (as same may be amended or modified from time to
time, the "Credit Agreement"), providing, subject to the terms and conditions
thereof, for extensions of credit to be made by the Lenders and the LC Issuers
to the Principal;
WHEREAS, it is a condition precedent to the Agent, LC Issuers and the
Lenders executing the Credit Agreement that each of the Subsidiary Guarantors
execute and deliver this Guaranty whereby each of the Subsidiary Guarantors
shall guarantee the payment when due, subject to Section 9 hereof, of all
Guaranteed Obligations, as defined below; and
WHEREAS, in consideration of the financial and other support that the
Principal has provided, and such financial and other support as the Principal
may in the future provide, to the Subsidiary Guarantors, and in order to induce
the Lenders, the LC Issuers and the Agent to enter into the Credit Agreement,
and the Lenders and their Affiliates to enter into one or more Rate Management
Transactions with the Principal, and because each Subsidiary Guarantor has
determined that executing this Guaranty is in its interest, in furtherance of
its business and to its financial benefit, and is necessary to the conduct,
promotion and attainment of its business and that of Principal's, each
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of the Subsidiary Guarantors is willing to guarantee the obligations of the
Principal under the Credit Agreement, any Note, any Rate Management Transaction,
and the other Loan Documents;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1.1. Selected Terms Used Herein.
"Guaranteed Obligations" is defined in Section 3 below.
SECTION 1.2. Terms in Credit Agreement. Other capitalized terms used
herein but not defined herein shall have the meaning set forth in the Credit
Agreement.
SECTION 2.1. Representations and Warranties. Each of the Subsidiary
Guarantors represents and warrants (which representations and warranties shall
be deemed to have been renewed upon each Credit Extension under the Credit
Agreement) that:
(a) It is a corporation, duly and properly incorporated,
validly existing and (to the extent such concept applies to such
entity) in good standing under the laws of its jurisdiction of
incorporation and has all requisite authority to conduct its business
in each jurisdiction in which its business is conducted.
(b) It has the power and authority and legal right to execute
and deliver this Guaranty and to perform its obligations hereunder. The
execution and delivery by it of this Guaranty and the performance of
its obligations hereunder have been duly authorized by proper corporate
proceedings, and this Guaranty constitutes a legal, valid and binding
obligation of such Subsidiary Guarantor enforceable against it in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally.
(c) Neither the execution and delivery by it of this Guaranty,
nor the consummation of the transactions herein contemplated, nor
compliance with the provisions hereof will violate (i) any law, rule,
regulation, order, writ, judgment, injunction, decree or award binding
on it or any of its Subsidiaries or (ii) its articles or certificate of
incorporation, partnership agreement, certificate of partnership,
articles or certificate of organization, by-laws, or operating or other
management agreement, as the case may be, or (iii) the provisions of
any indenture, instrument or agreement to which it or any of its
subsidiaries is a party or is subject, or by which it, or its Property,
is bound, or conflict with or constitute a default thereunder, or
result in, or require, the creation or imposition of any Lien in, of or
on the Property of such Subsidiary Guarantor or a subsidiary thereof
pursuant to the terms of any such indenture, instrument or agreement.
No order, consent, adjudication, approval, license, authorization, or
validation of, or filing, recording or registration with, or exemption
by, or other action in respect of any governmental or public body or
authority, or any
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subdivision thereof, which has not been obtained by it or any of its
subsidiaries, is required to be obtained by it or any of its
subsidiaries in connection with the execution and delivery of this
Guaranty or the performance by it of its obligations hereunder or the
legality, validity, binding effect or enforceability of this Guaranty.
(d) In the case of each Subsidiary Guarantor, the
representations and warranties set forth in Article V of the Credit
Agreement as they relate to such Subsidiary Guarantor or the Loan
Documents to which such Subsidiary Guarantor is a party, each of which
is hereby incorporated herein by reference, are true and correct, and
the Agent, each LC Issuer and each Lender shall be entitled to rely
upon them as if they were fully set forth herein; provided, however,
that each reference in each such representation and warranty to the
Borrower's or the Guarantor's knowledge shall, for the purposes of this
Section 2.1, be deemed to be a reference to such Subsidiary Guarantor's
knowledge.
SECTION 2.2. Covenants. Each of the Subsidiary Guarantors covenants
that, so long as any Lender or any LC Issuer has any Credit Extension
outstanding under the Credit Agreement, any Rate Management Transaction remains
in effect or any of the Guaranteed Obligations shall remain unpaid, that it
will, and, if necessary, will enable the Principal to, fully comply with those
covenants and agreements set forth in the Credit Agreement.
SECTION 3. The Guaranty. Subject to Section 9 hereof, each of the
Subsidiary Guarantors hereby absolutely and unconditionally guarantees, as
primary obligor and not as surety, the full and punctual payment (whether at
stated maturity, upon acceleration or early termination or otherwise, and at all
times thereafter) and performance of the Secured Obligations, including without
limitation any such Secured Obligations whatsoever incurred or accrued during
the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, whether or not allowed or allowable in such proceeding
(collectively, subject to the provisions of Section 9 hereof, being referred to
collectively as the "Guaranteed Obligations"). Upon failure by the Principal to
pay punctually any such amount, each of the Subsidiary Guarantors agrees that it
shall forthwith on demand pay to the Agent for the benefit of the Lenders, the
LC Issuers and, if applicable, their Affiliates, the amount not so paid at the
place and in the manner specified in the Credit Agreement, any Note, the Pledge
and Security Agreement, any Rate Management Transaction or the relevant Loan
Document, as the case may be. This Guaranty is a guaranty of payment and not of
collection. Each of the Subsidiary Guarantors waives any right to require the
Lender or the LC Issuer to sue the Principal, any other guarantor, or any other
Person obligated for all or any part of the Guaranteed Obligations, or otherwise
to enforce its payment against any collateral securing all or any part of the
Guaranteed Obligations.
SECTION 4. Guaranty Unconditional. Subject to Section 9 hereof, the
obligations of each of the Subsidiary Guarantors hereunder shall be
unconditional and absolute and, without limiting the generality of the
foregoing, shall not be released, discharged or otherwise affected by:
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(i) any extension, renewal, settlement, compromise, waiver or
release in respect of any of the Guaranteed Obligations, by operation
of law or otherwise, or any obligation of any other guarantor of any of
the Guaranteed Obligations, or any default, failure or delay, willful
or otherwise, in the payment or performance of the Guaranteed
Obligations;
(ii) any modification or amendment of or supplement to the
Credit Agreement, any Note, any Rate Management Transaction or any
other Loan Document;
(iii) any release, nonperfection or invalidity of any direct
or indirect security for any obligation of the Principal under the
Credit Agreement, any Note, the Pledge and Security Agreement, any Rate
Management Transaction, any other Loan Document, or any obligations of
any other guarantor of any of the Guaranteed Obligations, or any action
or failure to act by the Agent, any LC Issuer, any Lender or any
Affiliate of any Lender with respect to any collateral securing all or
any part of the Guaranteed Obligations;
(iv) any change in the corporate existence, structure or
ownership of the Principal or any other guarantor of any of the
Guaranteed Obligations, or any insolvency, bankruptcy, reorganization
or other similar proceeding affecting the Principal, or any other
guarantor of the Guaranteed Obligations, or its assets or any resulting
release or discharge of any obligation of the Principal, or any other
guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which
the Subsidiary Guarantors may have at any time against the Principal,
any other guarantor of any of the Guaranteed Obligations, the Agent,
any LC Issuer, any Lender or any other Person, whether in connection
herewith or any unrelated transactions;
(vi) any invalidity or unenforceability relating to or against
the Principal, or any other guarantor of any of the Guaranteed
Obligations, for any reason related to the Credit Agreement, the Pledge
and Security Agreement, any Rate Management Transaction, any other Loan
Document, or any provision of applicable law or regulation purporting
to prohibit the payment by the Principal, or any other guarantor of the
Guaranteed Obligations, of the principal of or interest on any Note or
any other amount payable by the Principal under the Credit Agreement,
the Pledge and Security Agreement, any Note, any Rate Management
Transaction or any other Loan Document; or
(vii) any other act or omission to act or delay of any kind by
the Principal, any other guarantor of the Guaranteed Obligations, the
Agent, any LC Issuer, any Lender or any other Person or any other
circumstance whatsoever which might, but for the provisions of this
paragraph, constitute a legal or equitable discharge of any Subsidiary
Guarantor's obligations hereunder.
SECTION 5. Discharge Only Upon Payment In Full: Reinstatement In
Certain Circumstances. Each of the Subsidiary Guarantor's obligations hereunder
shall remain in full force
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and effect until all Guaranteed Obligations shall have been indefeasibly paid in
full, the Commitments under the Credit Agreement shall have terminated or
expired and all Rate Management Transactions have terminated or expired. If at
any time any payment of the principal of or interest on any Note or any other
amount payable by the Principal or any other party under the Credit Agreement,
any Rate Management Transaction or any other Loan Document is rescinded or must
be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of the Principal or otherwise, each of the Subsidiary Guarantor's
obligations hereunder with respect to such payment shall be reinstated as though
such payment had been due but not made at such time.
SECTION 6. Waivers. Each of the Subsidiary Guarantors irrevocably
waives acceptance hereof, presentment, demand, protest and, to the fullest
extent permitted by law, any notice not provided for herein, as well as any
requirement that at any time any action be taken by any Person against the
Principal, any other guarantor of any of the Guaranteed Obligations, or any
other Person.
SECTION 7. Subrogation. Each of the Subsidiary Guarantors hereby agrees
not to assert any right, claim or cause of action, including, without
limitation, a claim for subrogation, reimbursement, indemnification or
otherwise, against the Principal arising out of or by reason of this Guaranty or
the obligations hereunder, including, without limitation, the payment or
securing or purchasing of any of the Guaranteed Obligations by any of the
Subsidiary Guarantors or any other Person unless and until the Guaranteed
Obligations are indefeasibly paid in full, any commitment to lend under the
Credit Agreement and any other Loan Documents is terminated and all Rate
Management Transactions have terminated or expired.
SECTION 8. Stay of Acceleration. If acceleration of the time for
payment of any of the Guaranteed Obligations is stayed upon the insolvency,
bankruptcy or reorganization of the Principal, all such amounts otherwise
subject to acceleration under the terms of the Credit Agreement, any Note, any
Rate Management Transaction or any other Loan Document shall nonetheless be
payable by each of the Subsidiary Guarantors hereunder forthwith on demand by
the Agent made at the request of the Required Lenders.
SECTION 9. Limitation on Obligations.
(a) The provisions of this Guaranty are severable, and in any
action or proceeding involving any state corporate law, or any state,
federal or foreign bankruptcy, insolvency, reorganization or other law
affecting the rights of creditors generally, if the obligations of any
Subsidiary Guarantor under this Guaranty would otherwise be held or
determined to be avoidable, invalid or unenforceable on account of the
amount of such Subsidiary Guarantor's liability under this Guaranty,
then, notwithstanding any other provision of this Guaranty to the
contrary, the amount of such liability shall, without any further
action by the Subsidiary Guarantors, the Agent, any LC Issuer or any
Lender, be automatically limited and reduced to the highest amount that
is valid and enforceable as determined in such action or proceeding
(such highest amount determined hereunder being the relevant Subsidiary
Guarantor's "Maximum Liability"). This Section 9(a) with respect to the
Maximum
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Liability of the Subsidiary Guarantors is intended solely to preserve
the rights of the Agent hereunder to the maximum extent not subject to
avoidance under applicable law, and neither the Subsidiary Guarantor
nor any other person or entity shall have any right or claim under this
Section 9(a) with respect to the Maximum Liability, except to the
extent necessary so that the obligations of the Subsidiary Guarantor
hereunder shall not be rendered voidable under applicable law.
(b) Each of the Subsidiary Guarantors agrees that the
Guaranteed Obligations may at any time and from time to time exceed the
Maximum Liability of each Subsidiary Guarantor, and may exceed the
aggregate Maximum Liability of all other Subsidiary Guarantors, without
impairing this Guaranty or affecting the rights and remedies of the
Agent hereunder. Nothing in this Section 9(b) shall be construed to
increase any Subsidiary Guarantor's obligations hereunder beyond its
Maximum Liability.
(c) In the event any Subsidiary Guarantor (a "Paying
Subsidiary Guarantor") shall make any payment or payments under this
Guaranty or shall suffer any loss as a result of any realization upon
any collateral granted by it to secure its obligations under this
Guaranty, each other Subsidiary Guarantor (each a "Non-Paying
Subsidiary Guarantor") shall contribute to such Paying Subsidiary
Guarantor an amount equal to such Non-Paying Subsidiary Guarantor's
"Pro Rata Share" of such payment or payments made, or losses suffered,
by such Paying Subsidiary Guarantor. For the purposes hereof, each
Non-Paying Subsidiary Guarantor's "Pro Rata Share" with respect to any
such payment or loss by a Paying Subsidiary Guarantor shall be
determined as of the date on which such payment or loss was made by
reference to the ratio of (i) such Non-Paying Subsidiary Guarantor's
Maximum Liability as of such date (without giving effect to any right
to receive, or obligation to make, any contribution hereunder) or, if
such Non-Paying Subsidiary Guarantor's Maximum Liability has not been
determined, the aggregate amount of all monies received by such
Non-Paying Subsidiary Guarantor from the Principal after the date
hereof (whether by loan, capital infusion or by other means) to (ii)
the aggregate Maximum Liability of all Subsidiary Guarantors hereunder
(including such Paying Subsidiary Guarantor) as of such date (without
giving effect to any right to receive, or obligation to make, any
contribution hereunder), or to the extent that a Maximum Liability has
not been determined for any Subsidiary Guarantors, the aggregate amount
of all monies received by such Subsidiary Guarantors from the Principal
after the date hereof (whether by loan, capital infusion or by other
means). Nothing in this Section 9(c) shall affect any Subsidiary
Guarantor's several liability for the entire amount of the Guaranteed
Obligations (up to such Subsidiary Guarantor's Maximum Liability). Each
of the Subsidiary Guarantors covenants and agrees that its right to
receive any contribution under this Guaranty from a Non-Paying
Subsidiary Guarantor shall be subordinate and junior in right of
payment to all the Guaranteed Obligations. The provisions of this
Section 9(c) are for the benefit of both the Agent and the Subsidiary
Guarantors and may be enforced by any one, or more, or all of them in
accordance with the terms hereof.
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SECTION 10. Application of Payments. All payments received by the Agent
hereunder shall be applied by the Agent to payment of the Guaranteed Obligations
in the following order unless a court of competent jurisdiction shall otherwise
direct:
(a) FIRST, to payment of all costs and expenses of the Agent
incurred in connection with the collection and enforcement of the
Guaranteed Obligations or of any security interest granted to the Agent
in connection with any collateral securing the Guaranteed Obligations;
(b) SECOND, to payment of that portion of the Guaranteed
Obligations constituting accrued and unpaid interest and fees, pro rata
among the Lenders, the LC Issuers and their Affiliates in accordance
with the amount of such accrued and unpaid interest and fees owing to
each of them;
(c) THIRD, to payment of the principal of the Guaranteed
Obligations and the net early termination payments and any other Rate
Management Obligations then due and unpaid from the Principal to any of
the Lenders or their Affiliates, pro rata among the Lenders and their
Affiliates in accordance with the amount of such principal and such net
early termination payments and other Rate Management Obligations then
due and unpaid owing to each of them; and
(d) FOURTH, to payment of any Guaranteed Obligations (other
than those listed above) pro rata among those parties to whom such
Guaranteed Obligations are due in accordance with the amounts owing to
each of them.
SECTION 11. Notices. All notices, requests and other communications to
any party hereunder shall be given or made by telecopier or other writing and
telecopied, or mailed or delivered to the intended recipient at its address or
telecopier number set forth on the signature pages hereof or such other address
or telecopy number as such party may hereafter specify for such purpose by
notice to the Agent in accordance with the provisions of Article XIII of the
Credit Agreement. Except as otherwise provided in this Guaranty, all such
communications shall be deemed to have been duly given when transmitted by
telecopier, or personally delivered or, in the case of a mailed notice sent by
certified mail return-receipt requested, on the date set forth on the receipt
(provided, that any refusal to accept any such notice shall be deemed to be
notice thereof as of the time of any such refusal), in each case given or
addressed as aforesaid.
SECTION 12. No Waivers. No failure or delay by the Agent, any LC Issuer
or any Lender in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies provided in this Guaranty,
the Credit Agreement, any Note, any Rate Management Transaction and the other
Loan Documents shall be cumulative and not exclusive of any rights or remedies
provided by law.
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SECTION 13. No Duty to Advise. Each of the Subsidiary Guarantors
assumes all responsibility for being and keeping itself informed of the
Principal's financial condition and assets, and of all other circumstances
bearing upon the risk of nonpayment of the Guaranteed Obligations and the
nature, scope and extent of the risks that each of the Subsidiary Guarantors
assumes and incurs under this Guaranty, and agrees that neither the Agent, any
LC Issuer nor any Lender has any duty to advise any of the Subsidiary Guarantors
of information known to it regarding those circumstances or risks.
SECTION 14. Successors and Assigns. This Guaranty is for the benefit of
the Agent, the LC Issuers and the Lenders and their respective successors and
permitted assigns and in the event of an assignment of any amounts payable under
the Credit Agreement, any Note, any Rate Management Transaction, or the other
Loan Documents, the rights hereunder, to the extent applicable to the
indebtedness so assigned, shall be transferred with such indebtedness. This
Guaranty shall be binding upon each of the Subsidiary Guarantors and their
respective successors and permitted assigns.
SECTION 15. Changes in Writing. Neither this Guaranty nor any provision
hereof may be changed, waived, discharged or terminated orally, but only in
writing signed by each of the Subsidiary Guarantors and the Agent with the
consent of the Required Lenders.
SECTION 16. Costs of Enforcement. Each of the Subsidiary Guarantors
agrees to pay all costs and expenses including, without limitation, all court
costs and attorneys' fees and expenses paid or incurred by the Agent, any LC
Issuer, any Lender or any Affiliate of any Lender in endeavoring to collect all
or any part of the Guaranteed Obligations from, or in prosecuting any action
against, the Principal, the Subsidiary Guarantors or any other guarantor of all
or any part of the Guaranteed Obligations.
SECTION 17. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY
TRIAL. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF TEXAS. EACH OF THE SUBSIDIARY GUARANTORS HEREBY SUBMITS TO
THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF TEXAS AND OF ANY TEXAS STATE COURT SITTING IN DALLAS, TEXAS
AND FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
GUARANTY (INCLUDING, WITHOUT LIMITATION, ANY OF THE OTHER LOAN DOCUMENTS) OR THE
TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE SUBSIDIARY GUARANTORS IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH ANY OF THEM
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE SUBSIDIARY
GUARANTORS, AND THE AGENT, THE LC ISSUERS, AND THE LENDERS ACCEPTING THIS
GUARANTY, HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
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SECTION 18. Taxes. etc. All payments required to be made by any of the
Subsidiary Guarantors hereunder shall be made without setoff or counterclaim and
free and clear of and without deduction or withholding for or on account of, any
present or future taxes, levies, imposts, duties or other charges of whatsoever
nature imposed by any government or any political or taxing authority thereof
(but excluding Excluded Taxes), provided, however, that if any of the Subsidiary
Guarantors is required by law to make such deduction or withholding, such
Subsidiary Guarantor shall forthwith (i) pay to the Agent, any LC Issuer or any
Lender, as applicable, such additional amount as results in the net amount
received by the Agent, any LC Issuer or any Lender, as applicable, equaling the
full amount which would have been received by the Agent, any LC Issuer or any
Lender, as applicable, had no such deduction or withholding been made, (ii) pay
the full amount deducted to the relevant authority in accordance with applicable
law, and (iii) furnish to the Agent, any LC Issuer or any Lender, as applicable,
certified copies of official receipts evidencing payment of such withholding
taxes within 30 days after such payment is made.
SECTION 19. Setoff. Without limiting the rights of the Agent, the LC
Issuers or the Lenders under applicable law, if all or any part of the
Guaranteed Obligations is then due, whether pursuant to the occurrence of a
Default or otherwise, then each of the Subsidiary Guarantors authorizes the
Agent, the LC Issuers, and the Lenders to apply any sums standing to the credit
of the Subsidiary Guarantor with the Agent, the LC Issuers or any Lender or any
Lending Installation of the Agent or any Lender toward the payment of the
Guaranteed Obligations.
SECTION 20. ENTIRE AGREEMENT. THIS AGREEMENT EMBODIES THE FINAL, ENTIRE
AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS,
AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
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IN WITNESS WHEREOF, each of the Subsidiary Guarantors has caused this
Guaranty to be duly executed, under seal, by its authorized officer as of the
day and year first above written.
SUBSIDIARY GUARANTORS:
STEADI-SYSTEMS, LTD.
STEADI-SYSTEMS NEW YORK, LTD.
STEADI-SYSTEMS MIAMI, INC.
THE TAPE COMPANY, INC. (an Illinois corporation)
THE TAPE COMPANY, INC. (a Georgia corporation)
THE TAPE COMPANY, INC. (a Pennsylvania corporation)
TAPE DISTRIBUTORS OF TEXAS, INC.
TAPE DISTRIBUTORS OF MINNESOTA, INC.
DAISYTEK LATIN AMERICA, INC.
ARLINGTON INDUSTRIES, INC.
VIRTUAL DEMAND, INC.
TAPEBARGAINS.COM, INC.
B.A. PARGH COMPANY
BUSINESS SUPPLIES DISTRIBUTORS, INC.
By: /s/ Ralph Mitchell
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Ralph Mitchell
Executive Vice President-Finance
of each subsidiary above listed
Address for Notice:
1025 Central Expressway, Suite 200
Allen, Texas 75013
Attention: Ralph Mitchell
Telephone: (972) 881-4700
Telecopier: (972) 423-1108
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