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EXHIBIT 10.5
GUARANTY AGREEMENT
Guarantor(s): PEOPLES BANK
X.X. XXX 000
XXXXX X XXXX XXXXXX, XX 00000
XX XXX 000
XXXXXXXXX, XX 00000-- #101115497
Guaranty Agreement Date 04-17-2001
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WHEREAS, the undersigned has requested PEOPLES BANK (herein called "Bank") to
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extend credit to P F MANAGEMENT INC (herein called "Debtor", whether one or
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more) and Bank has extended credit and/or may extend credit by reason of such
request and in reliance upon this guaranty;
NOW, THEREFORE, in consideration of such credit extended and/or to be extended
in its discretion by Bank to the Debtor, (whether to the same, greater or lesser
extent than the limit of this guaranty), the undersigned (who, if two or more in
number, shall be jointly and severally bound) hereby unconditionally guarantees
to Bank and its successors, endorsers and assigns the punctual payment when due,
with such interest as may accrue thereon either before or after any
maturity(ies) thereof, of all debts and obligations of the Debtor or of the
Debtor and any other party or parties, now existing or hereafter arising,
whether created directly or acquired by endorsement, assignment or otherwise,
whether absolute or contingent, secured or unsecured, due or not due, including
but not limited to notes, checks, drafts, bills of exchange, credits, and
advances, all of which are hereinafter referred to as "debts of the Debtor";
plus any liabilities under any other guaranties of the undersigned to the Bank,
this guaranty being cumulative with all other guaranties; plus reasonable
attorneys' fees if any debts due by Debtor are collected, or the liability of
the undersigned hereunder enforced, by or through any attorney at law,
regardless of whether suit is commenced. Notwithstanding anything herein to the
contrary, the aggregate amount of principal of all indebtedness, obligations and
liabilities at any on time for which the undersigned shall be liable shall not
exceed $500,000.00. (If no amount is inserted, liability is unlimited.)
The undersigned agrees that the whole or any part of the security now or
hereafter held for any debts of the Debtor may be exchanged, compromised, or
surrendered from time to time; that the time or place of payment of any debt of
the Debtor or of any security therefore may be changed or extended, in whole or
in part, to a time certain or otherwise, and may be renewed or accelerated, in
whole or in part; that the Debtor may be granted indulgences generally; that any
of the provisions of any note or other instrument evidencing any debt of the
Debtor or any security therefor may be modified or waived; that any party liable
for the payment thereof (including but not being limited to any co-guarantor)
may be granted indulgences or released; that neither the death, bankruptcy or
disability of any one or more of the guarantors shall affect the continuing
obligation of any other guarantor, and that no claim need be asserted against
the personal representative, guardian, trustee in bankruptcy or receiver of any
deceased, incompetent, bankrupt or insolvent guarantor, all of which may occur
without notice to or further assent by the undersigned, who shall remain bound
hereon, notwithstanding any such exchange, compromise, surrender, extension,
renewal, acceleration, modification, waiver, indulgence, release, or failure to
file or assert any claim.
The undersigned expressly waives: (a) notice of acceptance of this guaranty and
of all extensions of credit to the Debtor; (b) presentment and/or demand for
payment of any of the debts of the Debtor; (c) protest and notice of dishonor or
of default to the undersigned or to any party with respect to any of the debts
of the Debtor; (d) all other notices to which the undersigned might otherwise be
entitled; (e) demand for payment under this guaranty; and (f) the right of
subrogation, reimbursement, contribution or indemnity from the Debtor. The
undersigned also expressly waives all rights provided by N.C.G.S. ss. 26-7
through N.C.G.S. ss. 26-9. If the undersigned, the Debtor, or any third party
makes any payment to the Bank that is subsequently required to be repaid (as a
preferential, or fraudulent transfer or for any other reason) to a trustee,
receiver or other party pursuant to bankruptcy or other law, then any such
amount repaid by the Bank shall again become a debt subject to the terms of this
Guaranty Agreement as if such payment to the Bank had never been made.
In addition to all other rights and remedies provided to the Bank herein or by
law or equity, in the event of a default by Debtor with respect to any of the
debts of the Debtor, then the Bank is hereby authorized to set off and charge
against any deposit account now or hereafter maintained by the undersigned, as
well as any other property of the undersigned at, or within the control of, the
Bank.
This is a guaranty of payment and not of collection. The liability of the
undersigned on this guaranty shall be direct and immediate and not conditional
or contingent upon either the pursuit of any remedies against the Debtor or any
other person or foreclosure of any security interests or liens available to
Bank, its successors, endorsees or assigns. If the debts of the Debtor are
partially paid, the undersigned shall remain liable for the balance of such
debts.
This guaranty shall be binding upon the undersigned, his personal
representatives, successors and assigns unless and until (and then only with
respect to future transactions or commitments) three business days after the
Bank receives written notice of termination by registered mail, return receipt
requested.
Initials /s/ CRH
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IN TESTIMONY WHEREOF, each individual Guarantor has executed this Agreement
under seal, and each Guarantor which is not an individual has caused this
Agreement to be executed under seal by its duly authorized officer, partner or
manager and each person or entity signing which is not a corporation adopts as
the seal of such person or entity the word "(SEAL)" appearing beside the name of
such person or entity.
/s/ Xxxxx X. Xxxx
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Witness XXXXX X. XXXX
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Witness
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Witness
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Witness
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Witness
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Witness
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Name of Corporation
By:
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Attest ____________________ President
_______Secretary (Corporate Seal)
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Name of Partnership or Limited
Liability Company
By:
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Witness
By:
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Witness
By:
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Witness
By:
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Witness
By:
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Witness
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