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Exhibit: 10.55FT
GUARANTOR AGREEMENT
BY AND BETWEEN
XXXXXXX X. XXXXX AND FUTECH INTERACTIVE PRODUCTS
RELATING TO $7 MILLION LINE OF CREDIT
12/03/1998 PHOENIX, ARIZONA
This Guarantor Agreement ("Agreement") is made and entered into on the date set
forth above, by and between, XXXXXXX X. XXXXX ("GUARANTOR") and FUTECH
INTERACTIVE PRODUCTS, INC. ("PROMISOR"). Collectively, "Xxxxx" and "Futech" will
be known as the "PARTIES".
The purpose of this Agreement is for the Guarantor to receive benefit from the
risk of personally guaranteeing $7.0 million line of credit.
RECITALS
1. On December 3, 1998 Xxxxx, along with another guarantor, Xxxxxxxxxx,
entered into a Subordination, Priority and Security Agreement
("Subordination Agreement") with Futech (see Exhibit A). As part of the
Subordination Agreement, Xxxxx is guaranteeing a $7 million line of
credit.
2. Xxxxx, as it relates to the Subordination Agreement, is to receive
warrants to acquire 21,000,000 shares of common stock of Futech at a
price of $0.05 per share. Xxxxx, at his sole discretion, will determine
the name(s) in which these shares will be issued.
3. Futech is willing and desires to additionally provide to Xxxxx for his
guarantee as it relates to the foregoing a shareholder advance/loan of
$300,000.00 ("Advance") as approved by the Shareholder Loan and Master
Promissory Note for Credit Line Agreement dated January 1, 1997. This
Advance will be payable no earlier than January 1, 1999 and will be
made available to Xxxxx at his discretion anytime after that date based
on the availability of funds.
4. Xxxxx is willing to receive the Advance and agrees to abide by the
terms and conditions outlined in Recital 3 above.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be bound, the Parties hereto agree as
follows:
TERMS
Xxxxx agrees to accept the Advance and will not request any funds until after
December 31, 1998 and will draw payments against the Advance based on Futech's
available cash and working capital needs.
Representations of Guarantor
Guarantor represents, warrants and covenants as follows:
1. Guarantor is familiar with the business and affairs of Promisor and
realizes an investment in the shares involves a high degree of risk.
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2. Guarantor has been advised that there will be no public market for
the shares; it may not be able to readily liquidate its investment; the shares
have not been registered or qualified under Federal or State laws governing the
issuance of securities; and Promisor has no current intention of registering the
shares or reporting under the Act or any comparable or related Federal or State
law.
3. Guarantor is an accredited investor and acknowledges that its
overall commitment to investments which are not readily marketable is not
disproportionate to its net worth; and its investment in the shares will not
cause such overall commitment to become excessive; that Guarantor has adequate
means of providing for its current needs and personal contingencies, and has no
need for liquidity of this investment; that Guarantor has evaluated the risk of
investing in Promisor; that Guarantor is aware of the financial risks and
possible financial hazards of purchasing the shares and it has carefully
considered these risks of the investment, including the possibility of a
complete loss thereof.
4. Guarantor agrees the stock is subject to a Stock Restrictions and
Sale Agreement. The shares acquired under this Agreement shall be subject to
that Stock Restrictions and Sale Agreement, as it may be amended from time to
time.
GENERAL
This Agreement is the entire agreement between the parties upon the subject
hereof and supersedes any prior or similar agreements upon the same subject.
This Agreement shall be governed by and construed in accordance with the Federal
law of the United States of America and the internal laws of the State of
Arizona, without reference to the principles of conflicts of law.
This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original but all of which together will constitute one and
the same instrument.
"Promisor" "Guarantor"
/s/ Xxxxxxx X. Xxxxx, CEO /s/ Xxxxxxx X. Xxxxx
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Futech Interactive Products, Inc. Xxxxxxx X. Xxxxx
"Futech" (in witness of)
/s/ Xxxx X. Gretsch Xxxx X. Gretsch, CFO
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(Name and Title)
This document consists of a total of 2 pages
