Exhibit 10.5
GUARANTY
THIS GUARANTY dated as of SEPTEMBER 1, 1997 (the "Guaranty") from
XXXXXXXX INDUSTRIES, INC., a business corporation organized and existing under
the laws of the State of Virginia and having an address of 0000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000 (the "Guarantor") to D.B. WESTERN, INC., a
business corporation organized and existing under the laws of the State of
Oregon and having an office at 0000 Xxxxxxx Xxxx, Xxxxx Xxxx, Xxxxxx 00000 (the
"Seller");
WITNESETH:
WHEREAS, Xxxxxxxx Adhesives, Inc. (the "Company") and the Seller have
agreed to enter into an agreement for the design, engineering, equipment supply,
construction, and installation of plant equipment and facilities dated as of the
30th day of September, 1997 (the "Sale Agreement"); and
WHEREAS, the Guarantor is willing to enter into this Guaranty in order
to induce the Seller to enter into the Sale Agreement;
NOW, THEREFORE, in consideration of the premises herein contained, the
Guarantor does hereby covenant and agree with the Seller as follows:
The Guarantor unconditionally guarantees prompt payment of all
obligations set forth in Article 2.1(d) and Article 2.1(e) of the Sale Agreement
when due. The Guarantor shall pay all costs and expenses, including attorneys'
fees, incurred in the collection of the money due under said Article 2.1(d) and
Article 2.1(e) of the Sale Agreement. Neither the renewal or extension of the
Sale Agreement, nor the acceptance, release, or surrender of any security
therefor, nor the release of the Company, nor any delay in the enforcement of
payments under the Sale Agreement, nor any other delay or omission in the
exercise of any right or power under the Sale Agreement, shall affect the
liability of the Guarantor. The liability of the Guarantor on this guaranty
shall be direct, and not conditional or contingent on the pursuit of any
remedies against the Company. The Guarantor expressly waives presentment,
protest, demand, notice of dishonor or default, notice of acceptance of this
guaranty, and notice of any kind with respect to the Sale Agreement. The
Guarantor consents to be bound by all the terms and provisions of the Sale
Agreement.
This Guaranty is binding upon the Guarantor, its successors and
assigns.
IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly
executed and delivered in its name by its duly Authorized Representative all as
of the day and year first above written.
XXXXXXXX INDUSTRIES, INC.
By: /s/ Irvine X. Xxxxxxxx
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Name: Irvine X. Xxxxxxxx
Title: President
Accepted September ___, 1997:
D.B. WESTERN, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: President
STATE OF Virginia )
)SS.:
CITY OF Richmond )
On this 30th day of September, 1997, before me personally came Irvine
X. Xxxxxxxx, to me known, who being by me duly sworn, did depose and say that he
resides at , that he is the President of XXXXXXXX INDUSTRIES, INC. the
corporation described in and which executed the foregoing instrument, and that
he signed his name thereto by order of the Board of Directors of said
corporation.
/s/ Xxxxxx X. Xxxxx
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Notary Public
My commission expires: Feb. 28, 1998
