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EXHIBIT 10.22
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KART'S INTERNATIONAL, INC. DEPOSIT GUARANTY NATIONAL XXXXXXX'X THUNDER KART'S INC.
---------------------------- BANK -----------------------------
HWY. 00 XXXX X. X. XXX 000
---------------------------- XXXXX, XX 00000 -----------------------------
000 XXXXX XXXX XXXX XXXXXXXX, XX 00000-0000
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XXXXXXXXX, XX 00000
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GUARANTOR'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS BORROWER'S NAME AND ADDRESS
"I" INCLUDES EACH GUARANTOR "YOU" MEANS THE LENDER, ITS "BORROWER" MEANS EACH
ABOVE JOINTLY, SEVERALLY AND SUCCESSORS AND ASSIGNS. PERSON ABOVE.
SOLIDARILY.
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GUARANTY
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and to induce you, at your option, to make loans or engage
in any other transactions with borrower from time to time, I absolutely and
unconditionally guarantee the full payment of the following debts (as defined
herein) when due (whether at maturity or upon acceleration):
PRESENT DEBT GUARANTY
[ ] I absolutely and unconditionally guarantee to you the payment and
performance of the following described debt (including all renewals,
extensions, refinancings and modifications) of the borrower:
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PRESENT AND FUTURE DEBT GUARANTY
[ ] I absolutely and unconditionally guarantee to you the payment and
performance of each and every debt, of every type and description,
that the borrower may now or at any time in the future owe you
including, but not limited to, the following described debt(s):
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[X] I absolutely and unconditionally guarantee to you the payment and
performance of each and every debt, of every type and description,
that the borrower may now or at any time in the future owe you, up to
the principal amount of $300,000.00 plus accrued interest, attorneys'
fees and collection costs referable thereto (when permitted by law),
and all other amounts agreed to be paid under all agreements
evidencing the debt and securing the payment of the debt. You may,
without notice, apply this guaranty to such debts of the borrower as
you may select from time to time.
DEFINITIONS - As used in this agreement, the terms "I," "we," and "my" mean all
persons signing this guaranty agreement, individually and jointly, and their
heirs, executors, administrators and assigns.
The term "debt" means all debts, liabilities, and obligations of the
borrower (including, but not limited to, all amounts agreed to be paid under
the terms of any notes or agreements securing the payment of any debt,
liability or obligation, overdrafts, letters of credit, guaranties, advances
for taxes, insurance, repairs and storage, and all extensions, renewals,
refinancings and modifications of these debts) whether now existing or created
or incurred in the future, due or to become due, or absolute or contingent,
except for any obligations incurred by borrower after the date of this guaranty
for which the borrower meets your standard of creditworthiness based on the
borrower's own assets and income without the addition of a guaranty, or to
which, although you require the addition of a guaranty, the borrower chooses
someone other than me to guaranty the obligation.
APPLICABLE LAW - This agreement shall be interpreted under the laws of the
state of Louisiana, without giving any effect to the principles of conflict of
laws. Any term of this agreement that does not comply with applicable law will
not be effective if that law does not expressly or impliedly permit variations
by agreement. If any part of this agreement cannot be enforced according to its
terms, this fact will not affect the balance of this agreement.
REVOCATION - I agree that this is an absolute and continuing guaranty. If this
guaranty is limited to the payment of a specific debt of the borrower described
above, this agreement cannot be revoked and will remain in effect until the
debt is paid in full. If this guaranty covers both the borrower's present and
future debts, I agree that this guaranty will remain binding on me, whether or
not there are any debts outstanding, until three (3) full business days after
you have actually received written notice of my revocation or written notice of
my death or incompetence.
Notice of revocation or notice of my death or incompetence will not
affect my obligations under this guaranty with respect to any debts incurred by
or for which you have made a commitment to borrower within three (3) full
business days after you actually receive such notice, and all renewals,
extensions, refinancings, and modifications of such debts. I agree that if any
other person signing this agreement provides a notice of revocation to you, I
will still be obligated under this agreement for three (3) full business days
after I provide a notice of revocation to you. If any other person signing this
agreement dies or is declared incompetent, such fact will not affect my
obligations under this agreement.
OBLIGATIONS INDEPENDENT - I agree that this guaranty is in addition to and does
not supercede any previous guaranty. I agree that I am obligated to pay
according to the terms of this guaranty even if any other person has agreed to
pay the borrower's debt. My obligation to pay according to the terms of this
guaranty shall not be affected by the illegality, invalidity or
unenforceability of any notes or agreements evidencing the debt, the violation
of any applicable usury laws, forgery, or any other circumstances which make
the indebtedness unenforceable against the borrower.
I will remain obligated to pay on this guaranty even if any other
person who is obligated to pay the borrower's debt, including the borrower, has
such obligation discharged in bankruptcy, foreclosure, or otherwise discharged
by law. In such situations, my obligation shall include post-bankruptcy
petition interest and attorneys' fees and any other amounts which borrower is
discharged from paying or which do not otherwise accrue to borrower's
indebtedness due to borrower's discharge. I will also be obligated to pay you,
to the fullest extent permitted by law, any deficiency remaining after
foreclosure of any mortgage or security interest securing borrower's debt,
whether or not the liability of borrower or any other obligor for such
deficiency is discharged by statute or judicial decision. If any payments by
borrower to you are thereafter set aside, recovered, rescinded, in whole or in
part, are settled by you at your discretion, or are in any way recouped or
recovered from you for any reason (including, without limitation, the
bankruptcy, insolvency, or reorganization of borrower or any other obligor),
then I am obligated to reimburse or indemnify you for the full amount you so
pay together with costs, interest, attorneys' fees and all other expenses which
you incur in connection therewith. I also agree that if my liability is limited
to a stated principal amount (plus other agreed charges), you may allow the
borrower to incur debt in excess of the specified amount and apply to the
payment of such excess any amounts you receive for payment of the debt from the
borrower or any other person, any amounts resulting from any collateral, or
amounts received from any other source, without affecting my obligations under
this agreement.
No modification of this agreement is effective unless in writing and
signed by you and me, except that you may, without notice to me and without the
addition of a signed writing or my approval; (1) release any borrower or other
person who may be liable for borrower's debt, (2) release or substitute any
collateral, (3) fail to perfect any security interest or otherwise impair any
collateral, (4) waive or impair any right you may have against any borrower or
other person who may be liable for borrower's debt, (5) settle or compromise
any claim against the borrower or any person who may be liable for the
borrower's debt, (6) procure any additional security or persons who agree to be
liable for borrower's debt, (7) delay or fail to pursue enforcement of the
debt, (8) apply amounts you receive from the borrower or other persons to
payment of the debt in any order you select, (9) make any election with respect
to the debt provided by law or any agreement with any person liable for the
debt, (10) exercise or fail to exercise any rights you have with respect to the
debt, (ll) extend new credit to the borrower, or (12) renew, extend, refinance
or modify the borrower's debt on any terms agreed to by you and the borrower
(including, but not limited to, changes in the interest rate or in the method,
time, place or amount of payment) without affecting my obligation to pay under
this guaranty.
WAIVER - I waive presentment, demand, protest, notice of dishonor, and notice
of acceptance of this guaranty. I also waive, to the extent permitted by law,
all notices, all defenses and claims that the borrower could assert, any right
to require you to pursue any remedy or seek payment from any other person
before seeking payment under this agreement, and all other defenses to the
debt, except payment in full. You may without notice to me and without my
consent, enter into agreements with the borrower from time to time for purposes
of creating or continuing the borrower's debt as allowed by this guaranty. I
agree that I will be liable, to the fullest extent permitted by applicable law,
for any deficiency remaining after foreclosure (or repossession) and sale of
any collateral without regard to whether borrower's obligation to pay such
deficiency is discharged by law. If any payments on the debt are set aside,
recovered or required to be returned in the event of the insolvency, bankruptcy
or reorganization of the borrower, my obligations under this agreement will
continue as if such payments had never been made.
I also waive and relinquish all present and future claims, rights, and
remedies against borrower or any other obligated party arising out of the
creation or my performance of this guaranty. My waiver includes, but is not
limited to, the right of contribution, reimbursement, indemnification,
subrogation, exoneration, and any right to participate in any claim or remedy
you may have against the borrower, collateral, or other party obligated for
borrower's debts, whether or not not such claim, remedy, or right arises in
equity, or under contract, statute or common law.
REMEDIES - If I fail to keep any promise contained in this agreement or any
agreement securing this agreement, you may, make this agreement and the
borrower's debt immediately due and payable, you may set off this obligation
against any right I have to receive money from you (however, you may not
set-off against any accounts in which my rights are only as a fiduciary or my
XXX or other tax-deferred retirement account), you may use any remedy you have
under state or federal law, and you may use any remedy given to you by any
agreement securing this agreement. If I die, am declared incompetent, or become
insolvent (either because my liabilities exceed my assets or because I am
unable to pay my debts as they become due), you may make the debt immediately
due and payable.
COLLECTION COSTS - Except when prohibited by law, I agree to pay the reasonable
costs and expenses you incur to enforce and collect this agreement, including
attorneys' fees and court costs.
SECURITY - This guaranty is [ ] unsecured [X] secured by ACCOUNTS RECEIVABLE
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NOTICE TO COSIGNER
YOU ARE BEING ASKED TO GUAR- In witness whereof, I have signed my
Xxxxx The Debts Described Above. If name and affixed my seal on this 13
You Are Making A "Present And Future day of August, 1996, and by doing so,
Debt Guaranty" As Identified Above, agree to the terms of this guaranty
You Are Being Asked To Guarantee and acknowledge having read the Notice
Present As Well As Future Debts Of to Xxxxxx.
THE BORROWER ENTERED INTO WITH THIS
LENDER. THINK CAREFULLY BEFORE YOU
DO. IF THE BORROWER DOESN'T PAY /s/ V. XXXX XXXXXXXX (SEAL)
THESE DEBTS, YOU WILL HAVE TO. BE --------------------------------------
SURE YOU CAN AFFORD TO PAY IF YOU (SEAL)
HAVE TO, AND THAT YOU WANT TO ACCEPT --------------------------------------
THIS RESPONSIBILITY. (SEAL)
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YOU MAY HAVE TO PAY UP TO (SEAL)
THE FULL AMOUNT OF THESE DEBTS IF THE --------------------------------------
BORROWER DOES NOT PAY. YOU MAY ALSO
HAVE TO PAY LATE FEES OR COLLECTION
COSTS, WHICH INCREASE THIS AMOUNT.
THE LENDER CAN COLLECT THESE
DEBTS FROM YOU WITHOUT FIRST TRYING TO
COLLECT FROM THE BORROWER. THE LENDER
CAN USE THE SAME COLLECTION METHODS
AGAINST YOU THAT CAN BE USED AGAINST
THE BORROWER, SUCH AS SUING YOU,
GARNISHING YOUR WAGES, ETC. IF THESE
DEBTS ARE EVER IN DEFAULT, THAT FACT
MAY BECOME PART OF YOUR CREDIT RECORD.
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