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EXHIBIT 10.3(d)
SBA LOAN NO.
GP-767-982-3006-SA
SMALL BUSINESS ADMINISTRATION (SBA)
GUARANTY
November 17, 1994
In order to induce Liberty National Bank, (hereinafter called "Lender")
(SBA or other Lending Institution)
to make a loan or loans, or renewal or renewal or extension thereof, to
Surrey, Inc. (hereinafter called "Debtor"), the Undersigned hereby
unconditionally guarantees to Lender, its successors and assigns, the due and
punctual payment when due, whether by acceleration or otherwise, in accordance
with the terms thereof, of the principal of and interest on and all other sums
payable, or stated to be payable, with respect to the note of the Debtor, made
by the Debtor to Lender, dated 11-17-94 in the principal amount of
$1,400,000.00, with interest at the rate of 9.5 per cent per annum. Such note,
and the interest thereon and all other sums payable with respect thereto are
hereinafter collectively called "Liabilities." As security for the performance
of this guaranty the Undersigned hereby mortgages, pledges, assigns, transfers
and delivers to Lender certain collateral (if any), listed in the schedule on
the reverse side hereof. The term "collateral" as used herein shall mean any
funds, guaranties, agreements or other property or rights or interests of any
nature whatsoever, or the proceeds thereof, which may have been, are, or
hereafter may be, mortgaged, pledged, assigned, transferred or delivered
directly or indirectly by or on behalf of the Debtor or the Undersigned or any
other party to Lender or to the holder of the aforesaid note of the Debtor, or
which may have been, are, or hereafter may be held by any party as trustee or
otherwise, as security, whether immediate or underlying, for the performance of
this guaranty or the payment of the Liabilities or any of them or any security
therefor.
The Undersigned waives any notice of the incurring by the Debtor at
any time of any of the Liabilities, and waives any and all presentment, demand,
protest or notice of dishonor, nonpayment, or other default with respect to any
of the Liabilities and any obligation of any party at any time comprised in the
collateral. The Undersigned hereby grants to Lender full power, in its
uncontrolled discretion and without notice to the undersigned, but subject to
the provisions of any agreement between the Debtor or any other party and
Lender at the time in force, to deal in any manner with the Liabilities and the
collateral, including, but without limiting the generality of the foregoing,
the following powers:
(a) To modify or otherwise change any terms of all or any part of the
Liabilities or the rate of interest thereon (but not to increase the
principal amount of the note of the Debtor to Lender), to grant any
extension or renewal thereof and any other indulgence with respect
thereto, and to effect any release, compromise or settlement with
respect thereto;
(b) To enter into any agreement of forbearance with respect to all or
any part of the Liabilities, or with respect to all or any part of the
collateral, and to change the terms of any such agreement:
(c) To forbear from calling for additional collateral to secure any of
the Liabilities or to secure any obligation comprised in the
collateral;
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(d) To consent to the substitution, exchange, or release of all or any
part of the collateral, whether or not the collateral, if any,
received by Lender upon any such substitution, exchange, or release
shall be of the same or of a different character or value than the
collateral surrendered by Xxxxxx;
(e) In the event of the nonpayment when due, whether by acceleration
or otherwise, of any of the Liabilities, or in the event of default in
the performance of any obligation comprised in the collateral, to
realize on the collateral or any part thereof, as a whole or in such
parcels or subdivided interests as Lender may elect, at any public or
private sale or sales, for cash or on credit or for future delivery,
without demand, advertisement or notice of the time or place of sale
or any adjournment thereof (the Undersigned hereby waiving any such
demand, advertisement and notice to the extent permitted by law), or
by foreclosure or otherwise, or to forbear from realizing thereon, all
as Lender in its uncontrolled discretion may deem proper, and to
purchase all or any part of the collateral for its own account at any
such sale or foreclosure, such powers to be exercised only to the
extent permitted by law.
The obligations of the Undersigned hereunder shall not be released,
discharged or in any way affected, nor shall the Undersigned have any rights or
recourse against Lender, by reason of any action Lender may take or omit to
take under the foregoing powers.
In case the Debtor shall fail to pay all or any part of the
Liabilities when due, whether by acceleration or otherwise, according to the
terms of said note, the Undersigned, immediately upon the written demand of
Xxxxxx, will pay to Lender the amount due and unpaid by the Debtor as
aforesaid, in like manner as if such amount constituted the direct and primary
obligation of the Undersigned. Lender shall not be required, prior to any such
demand on, or payment by, the Undersigned, to make any demand upon or pursue or
exhaust any of its rights or remedies against the Debtor or others with respect
to the payment of any of the Liabilities, or to pursue or exhaust any of its
rights or remedies with respect to any part of the collateral. The Undersigned
shall have no right of subrogation whatsoever with respect to the Liabilities
or the collateral unless and until Lender shall have received full payment of
all the Liabilities.
The obligations of the Undersigned hereunder, and the rights of
Xxxxxx in the collateral, shall not be released, discharged or in any way
affected, nor shall the Undersigned have any rights against Lender: by reason
of the fact that any of the collateral may be in default at the time of
acceptance thereof by Xxxxxx or later; nor by reason of the fact that a valid
lien in any of the collateral may not be conveyed to, or created in favor of,
Lender; nor by reason of the fact that any of the collateral may be subject to
equities or defenses or claims in favor of others or may be invalid or
defective in any way; nor by reason of the fact that any of the Liabilities may
be invalid for any reason whatsoever nor by reason of the fact that the value
of any of the collateral, or the financial condition of the Debtor or of any
obligor under or guarantor of any of the collateral, may not have been
correctly estimated or may have changed or may hereafter change; nor by reason
of any deterioration, waste, or loss by fire, theft, or otherwise of any of the
collateral, unless such deterioration, waste, or loss be caused by the willful
act or willful failure to act of Lender.
The Undersigned agrees to furnish Lender, or the holder of the
aforesaid note of the Debtor, upon demand, but not more often than
semiannually, so long as any part of the indebtedness under such note remains
unpaid, a financial statement setting forth, in reasonable detail, the assets,
liabilities, and net worth of the Undersigned.
The Undersigned acknowledges and understands that if the Small Business
Administration (SBA)
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enters into, has entered into, or will enter into, a Guaranty Agreement, with
Lender or any other lending institution, guaranteeing a portion of Debtor's
Liabilities, the Undersigned agrees that it is not a coguarantor with SBA and
shall have no right of contribution against SBA. The Undersigned further agrees
that all liability hereunder shall continue notwithstanding payment by SBA
under its Guaranty Agreement to the other lending institution.
The term "Undersigned" as used in this agreement shall mean the
signer or signers of this agreement. and such signers, if more than one, shall
be jointly and severally liable hereunder. The Undersigned further agrees that
all liability hereunder shall continue notwithstanding the incapacity, lack of
authority, death, or disability of any one or more of the Undersigned, and that
any failure by Lender or its assigns to file or enforce a claim against the
estate of any of the Undersigned shall not operate to release any other of the
Undersigned from liability hereunder. The failure of any other person to sign
this guaranty shall not release or affect the liability of any signer hereof.
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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NOTE.--- Corporate guarantors must execute guaranty in corporate name, by duly
authorized officer, and xxxx must be affixed and duly attested: partnership
guarantors must execute guaranty in firm name, together with signature of a
general partner. Xxxxxxxx executed guaranty is to be delivered at the time of
disbursement of loan.
(LIST COLLATERAL SECURING THE GUARANTY)
