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EXHIBIT 10.4.2
NATIONSBANK (R)
NationsBank, N.A. (Carolinas) CONTINUING AND UNCONDITIONAL GUARANTY
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1. GUARANTY. FOR VALUE RECEIVED, and to induce NationsBank, N.A. (Carolinas)
NationsBank Plaza
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Banking Center
XxxxxxxXxxx Xxxxx , Xxxxxxxxx , XX , 00000 ,
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Bank Street Address City State Zip Code
(Attn: Commercial Lending I) (herein called "Bank"), to make loans or advances
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or to extend credit or other financial accommodations or benefits, with or
without security, to or for the account of American Aircarriers Support, Inc.
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Borrower's Name
0000 Xxxxxxxx Xxxx , Xxxx Xxxx , XX , 00000 ,
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Street Address City State Zip Code
(herein called "Borrower"), the undersigned (herein called "Guarantor"), if more
than one, then each of them jointly and severally, hereby becomes surety for and
irrevocably and unconditionally guarantees to Bank the full and prompt payment
when due, whether by acceleration or otherwise, of any and all Liabilities (as
hereinafter defined) of Borrower to Bank, together with reasonable attorney's
fees, costs and expenses incurred by Bank in enforcing any and all of such
indebtedness. This Guaranty is continuing and unlimited as to the amount.
Guarantor further unconditionally guarantees the faithful, prompt and complete
compliance by Borrower with all terms, conditions, covenants, agreements and
undertakings of Borrower (herein collectively referred to as the "Obligations")
under all notes and other documents evidencing the Liabilities, as hereinafter
defined, and under all deeds to secure debt, deeds of trust, mortgages, security
agreements and other agreements, documents and instruments executed in
connection with the Liabilities or related thereto (all such deeds to secure
debt, deeds of trust, mortgages, security agreements and other documents
securing payment of the Liabilities and all notes and other agreements,
documents, and instruments evidencing or relating to the Liabilities and
Obligations being herein collectively called the "Loan Documents"). The
undertakings of Guarantor hereunder are independent of the Liabilities and
Obligations of the Borrower and a separate action or actions for payment,
damages or performance may be brought or prosecuted against Guarantor, whether
or not an action is brought against the Borrower or to realize upon the security
for the Liabilities and/or Obligations and whether or not Borrower is joined in
any such action or actions, and whether or not notice is given or demand is made
upon the Borrower.
Bank shall not be required to proceed first against Borrower, or any other
person, firm or corporation, whether primarily or secondarily liable, or
against any Collateral held by it, before resorting to Guarantor for payment,
and Guarantor shall not be entitled to assert as a defense to the
enforceability of the Guaranty any defense of Borrower with respect to any
Liabilities or Obligations.
2. PARAGRAPH HEADINGS AND GOVERNING LAW. Guarantor agrees that the paragraph
headings in this Guaranty are for convenience only and that they will not limit
any of the provisions of the Guaranty. Guarantor further agrees that this
Guaranty shall be governed by and construed in accordance with the laws of the
State of North Carolina and applicable United States federal law. Guarantor
further agrees that this Guaranty shall be deemed to have been made in the State
of North Carolina at Bank's address indicated herein, and shall be governed by,
and construed in accordance with, the laws of the State of North Carolina, or
the United States courts located within the State of North Carolina, and is
performable in the State of North Carolina.
3. DEFINITIONS.
A. "Liability" or "Liabilities" as used herein shall include without
limitation, all liabilities, overdrafts, indebtedness, and obligations of
Borrower to Bank, whether direct or indirect, absolute or contingent, joint or
several, secured or unsecured, due or not due, contractual or tortious,
liquidated or unliquidated, arising by operation of law or otherwise, now or
hereafter existing, or held or to be held by the Bank for its own account or as
agent for another or others, whether created directly, indirectly, or acquired
by assignment or otherwise, including but not limited to all extensions or
renewals thereof, and all sums as payable under or by virtue thereof, including
without limitation, all amounts of principal and interest, all expenses
(including attorney's fees and cost of collection as specified) incurred in the
collection thereof or the enforcement of rights thereunder or in enforcing this
Guaranty (including without limitation, any liability arising from failure to
comply with state or federal laws, rules and regulations concerning the control
of hazardous wastes or substances at or with respect to any real estate securing
any loan guaranteed hereby), whether arising in the ordinary course of business
or otherwise, and whether held or to be held by Bank for its own account or as
agent for another or others. If Borrower is a partnership, corporation or other
entity the term "Liability" or "Liabilities" as used herein shall include all
Liabilities to Bank of any successor entity or entities.
B. "Guarantor" as used herein shall mean Guarantor or any one or
more of them. Anyone executing this Guaranty shall be bound by the terms
hereof without regard to execution by anyone else. This Guaranty is binding
upon Guarantor, his, their or its executors, administrators, successors or
assigns, and shall inure to the benefit of Bank, its successors, endorsees or
assigns.
"Guarantor" as used in this instrument shall be construed as singular or plural
to correspond with the number of persons executing this instrument as Guarantor.
The pronouns used in this Agreement are in the masculine gender but shall be
construed as female or neuter as an occasion may require.
C. "Collateral" means the property subject to a security interest,
and includes accounts and chattel paper which have been sold, including but not
limited to all additions and accessions thereto, all replacements or
substitutes therefor, and all immediate and remote proceeds of the sale or
other disposition thereof.
4. WAIVERS BY GUARANTOR. Guarantor waives notice of acceptance of this
Guaranty, notice of any Liability or Obligations to which it may apply, and
waives presentment, demand for payment, protest, notice of dishonor or
nonpayment of any Liabilities, waiver of notice of intent to accelerate, waiver
of notice of acceleration and notice of any suit or the taking of other action
by Bank against Borrower, Guarantor or any other person and any other notice to
any party liable thereon (including Guarantor) and any applicable statute of
limitations.
Each Guarantor also hereby waives any claim, right or remedy which such
Guarantor may now have or hereafter acquire against the Borrower that arises
hereunder and/or from the performance by any Guarantor hereunder including,
without limitation, any claim, remedy or right of subrogation, reimbursement,
exoneration, contribution, indemnification, or participation in any claim, right
or remedy of the Bank against the Borrower or any security which the Bank now
has or hereafter acquires, whether nor not such claim, right or remedy arises in
equity, under contract, by statute, under common law or otherwise.
Guarantor hereby agrees to waive the benefits of any provision of law requiring
that the Bank exhaust any right or remedy, or take any action, against the
Borrower, any Guarantor, any other person and/or property including but not
limited to the provisions of the N.C. Gen. Stat. Section 26-7 through 26-9,
inclusive, as amended, or otherwise.
Bank may at any time and from time to time (whether before or after revocation
or termination of this Guaranty) without notice to Guarantor (except as required
by law,) without incurring responsibility to Guarantor, without impairing,
releasing, or otherwise affecting the obligations of Guarantor, in whole or in
part, and without the endorsement or execution by Guarantor of any additional
consent, waiver or guaranty: (a) change the manner, place or terms of payment;
(b) change or extend the time of or renew or alter, any Liability or Obligation
or installment thereof, or any security therefor; (c) loan additional monies or
extend additional credit to Borrower, with or without security, thereby creating
new Liabilities or Obligations the payment or performance of which shall be
guaranteed hereunder, and the Guaranty herein made shall apply to the
Liabilities and Obligations as so changed, extended, surrendered, realized upon
or otherwise altered; (d) sell, exchange, release, surrender, realize upon or
otherwise deal with in any manner and in any order any property at any time
pledged or mortgaged to secure the Liabilities or Obligations and any offset
there against; (e) exercise or refrain from exercising any rights against
Borrower or others (including Guarantor) or act or refrain from acting in any
other manner; (f) settle or compromise any Liability or Obligation or any
security therefor and subordinate the payment of all or any part thereof to the
payment of any Liability or Obligation of any other parties primarily or
secondarily liable on any of the Liabilities or Obligations; (g) release or
compromise any liability of Guarantor hereunder or any Liability or Obligation
of any other parties primarily or secondarily liable on any of the Liabilities
or Obligations; or (h) apply any sums from any sources to any Liability without
regard to any Liabilities remaining unpaid.
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5. SUBORDINATION. Upon demand of Bank, Guarantor agrees that it will not
demand, take or receive from the Borrower, by set-off or in any other manner,
payment of any liabilities and/or obligations, now and at any time or times
hereafter owing by the Borrower to Guarantor unless and until all the
Liabilities shall have been fully paid, and any security interest, liens or
encumbrances which Guarantor now has and from time to time hereafter may be upon
any of the assets of the Borrower shall be made subordinate, junior and
inferior and postponed in priority, operation and effect to any security
interest of Bank in such assets.
6. WAIVERS BY BANK. No delay on the part of Bank in exercising any of its
options, powers or rights, or any partial or single exercise thereof, shall
constitute a waiver thereof. No waiver of any of its rights hereunder, and no
modification or amendment of this Guaranty, shall be deemed to be made by Bank
unless the same shall be in writing, duly signed on behalf of Bank; and each
such waiver, if any, shall apply only with respect to the specific instance
involved, and shall in no way impair the rights of Bank or the obligations of
Guarantor to Bank in any other respect at any other time.
7. TERMINATION. This Guaranty shall continue until written notice of
revocation signed by each respective Guarantor or until written notice of the
death of such Guarantor shall actually have been received by Bank,
notwithstanding change in name, location, composition or structure of, or the
dissolution, termination or increase, decrease or change in personnel, owners
or partners of Borrower, or any one or more of Guarantors, provided, however,
that no notice of revocation or termination hereof shall affect in any manner
rights arising under this Guaranty with respect to Liabilities or Obligations
that shall have been created, contracted, assumed or incurred prior to receipt
of such written notice pursuant to any agreement entered into by Bank prior to
receipt of such notice, and the sole effect of such notice of revocation or
termination hereof shall be to exclude from this Guaranty, Liabilities or
Obligations thereafter arising that are unconnected with Liabilities or
Obligations theretofore arising or transaction entered into theretofore.
In the event of the death of a Guarantor, the liabilities of the estate of the
deceased Guarantor shall continue in full force and effect as to (i) the
Liabilities existing at the date of death, and any renewals or extensions
thereof, and (ii) loans or advances made to or for the account of Borrower
after the date of death of the deceased Guarantor pursuant to the liabilities
of Bank under a commitment made to Borrower prior to the date of such death.
As to all surviving Guarantors, this Guaranty shall continue in full force and
effect after the death of a Guarantor, not only as to the Liabilities existing
at that time, but also as to Liabilities thereafter incurred by Borrower to
Bank.
8. PARTIAL INVALIDITY AND/OR ENFORCEABILITY OF GUARANTY. The
unenforceability or invalidity of any provision of this Guaranty shall not
affect the enforceability or validity of any other provision herein and the
invalidity or unenforceability of any provision of any Loan Document as it may
apply to any person or circumstance shall not affect the enforceability or
validity of such provision as it may apply to other persons or circumstances.
In the event Bank is required to relinquish or return the payments, the
Collateral or the proceeds thereof, in whole or in part, which had been
previously applied to or retained for application against any Liability, by
reason of a proceeding arising under the Bankruptcy Code, or for any other
reason, this Guaranty shall automatically continue to be effective
notwithstanding any previous cancellation or release effected by the Bank.
9. OBLIGATIONS OF GUARANTOR. In the event that Borrower fails to perform any
of the Obligations or pay any of the Liabilities, Guarantor shall upon demand
by Bank, promptly and with due diligence pay all Liabilities and perform and
satisfy for the benefit of Bank all Obligations.
Guarantor will not become a party to a merger or consolidation with any other
company, except where Guarantor is the surviving corporation or entity, and all
covenants under this Guaranty Agreement are assumed by the surviving
corporation. Further, Guarantor may not change the status of or type of entity
that Guarantor is, without the written consent of Bank and all covenants under
this Guaranty Agreement are assumed by the new or surviving entity. Guarantor
further agrees that this Guaranty Agreement shall be binding, legal and
enforceable against Guarantor in the event Borrower changes its name, status or
type of entity.
10. FINANCIAL AND OTHER INFORMATION. Guarantor agrees to furnish to Bank any
and all financial information and any other information regarding Guarantor
and/or Collateral requested in writing by Bank within ten (10) days of the date
of the request. The Guarantor has made an independent investigation of the
financial condition and affairs of the Borrower prior to entering into this
Guaranty, and the Guarantor has made and will continue to make an independent
appraisal of the creditworthiness of the Borrower; and in entering into this
Guaranty the Guarantor has not relied upon any representation of the Bank as to
the financial condition, operation or creditworthiness of the Borrower. The
Guarantor further agrees that the Bank shall have no duty or responsibility now
or hereafter to make any investigation or appraisal of the Borrower on behalf of
the Guarantor or to provide the Guarantor with any credit or other information
which may come to its attention now or hereafter.
11. NOTICES. All notices required or permitted to be given to Bank herein
shall be sent by registered or certified mail, return receipt requested to the
Bank at the address shown in the preamble to this agreement. Guarantor agrees
that all notices required or permitted to be given to Guarantor shall be sent by
first class mail, postage prepaid United States mail. The parties agree that
the notice shall be considered received by Guarantor five (5) days after being
placed in the United States mail.
12. EVENTS OF DEFAULT. The following are events of default hereunder: (a) the
failure to pay or perform any Obligation, Liability or indebtedness of Borrower
or Guarantor to Bank, or to any affiliate of Bank, whether under this Guaranty
or any other agreement, note or instrument now or hereafter existing, as and
when due (whether upon demand, at maturity or by acceleration); (b) the failure
to pay or perform any other Obligation, Liability or indebtedness of Borrower
or Guarantor as and when due, whether to Bank or some other party, the
Collateral for which constitutes an encumbrance on the Collateral for this
Guaranty; (c) death of any Borrower or Guarantor (if any individual), or a
proceeding being filed or commenced against a Borrower or Guarantor for
dissolution or liquidation, or any Borrower or Guarantor voluntarily or
involuntarily terminating or dissolving or being terminated or dissolved; (d)
the insolvency of, the business failure of, the appointment of a custodian,
trustee, liquidator or receiver for or for any of the property of, or an
assignment for the benefit of creditors by, or the filing of a petition under
any bankruptcy, insolvency or debtor's relief law or for any adjustment of
indebtedness, composition or extension by or against Borrower or Guarantor; (e)
any lien or additional security interest being placed upon any of the
Collateral which is security for this Guaranty; (f) acquisition at any time or
from time to time of title to the whole of or any part of the Collateral which
is security for this Guaranty by any person, partnership, corporation, or other
entity; (g) Bank determining that any representation or warranty made by
Borrower or Guarantor to Bank is, or was, untrue or materially misleading; (h)
failure of Borrower or Guarantor to timely deliver such financial statements,
including tax returns, and other statements of condition or other information
as Bank shall request from time to time; (i) any default under any Loan
Documents; (j) entry of a judgment against Borrower or Guarantor which Bank
deems to be of a material nature, in Bank's sole discretion; (k) the seizure or
forfeiture of, or the issuance of any writ of possession, garnishment or
attachment, or any turnover order for any property of Borrower or Guarantor;
(l) Bank reasonably deeming itself insecure for any reason; (m) the
determination by Bank that a material adverse change has occurred in the
financial condition of Borrower or Guarantor; (n) the failure to comply with
any law regulating the operation of Borrower's business; (o) termination of
Guaranty by Guarantor; or, (p) the inability of the Borrower or Guarantor to
pay debts as they mature whether owing to Bank or any other party.
13. REMEDIES. Upon the occurrence of any event of default hereunder, Bank
shall have all of the remedies of a creditor and, to the extent applicable, of
a secured party, under all applicable law, and without limiting the generality
of the foregoing, Bank may, at its option and without notice or demand: (a)
declare any Liability accelerated and due and payable at once; and (b) take
possession of any Collateral wherever located, and sell, resell, assign,
transfer and deliver all or any part of said Collateral of Borrower or
Guarantor at any public or private sale or otherwise dispose of any or all of
the Collateral in its then condition, for cash or on credit of for future
delivery, and in connection therewith Bank may impose reasonable conditions
upon any such sale. Bank, unless prohibited by law the provisions of which
cannot be waived, may purchase all or any part of said Collateral to be sold,
free from and discharged of all trusts, claims, rights or redemption and
equities of the Borrower or Guarantor whatsoever; Guarantor acknowledges and
agrees that the sale of any Collateral through any nationally recognized
broker-dealer, investment banker or any other method common in the securities
industry shall be deemed a commercially reasonable sale under the Uniform
Commercial Code or any other equivalent statute or federal law, and expressly
waives notice thereof except as provided herein; and (c) set-off against any or
all liabilities of Guarantor all money owed by Bank in any capacity to
Guarantor whether or not due, and also set-off against all other Liabilities of
Borrower or Guarantor to Bank all money owed by Bank in any capacity to any
Borrower or Guarantor, and if exercised by Bank, Bank shall be deemed to have
exercised such right of set-off and to have made a charge against any such
money immediately upon the occurrence of such default although made or entered
on the books subsequent thereto.
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14. ATTORNEY FEES, COST AND EXPENSES. Guarantor shall pay all costs of
collection and attorney's fees equal to the greater of (a) fifteen percent
(15%) of any liability due and unpaid if Bank proceeds to collect such
Liability through the services of an attorney at law, whether through the
initiation of legal proceedings or otherwise, plus reasonable attorney's fees
incurred in appellate proceedings, or (b) reasonable attorney's fees, including
reasonable attorney's fees in connection with any suit, mediation or
arbitration proceeding, out of court payment agreement, trial, appeal,
bankruptcy proceedings or otherwise, incurred or paid by Bank in enforcing the
payment of any Liability or enforcing or preserving any right or interest of
Bank hereunder, including the collection, preservation, sale or delivery of any
Collateral from time to time pledged to Bank, and after deducting such fees,
costs and expenses from proceeds of sale or collection, Bank may apply any
residue to pay any of the Liabilities and Guarantor shall continue to be liable
for any deficiency with interest at the rate specified in any instrument
evidencing the Liability or, at the Bank's option, equal to the highest lawful
rate, which shall remain a liability.
15. PRESERVATION OF PROPERTY. Bank shall not be bound to take any steps
necessary to preserve any rights in any of the property of Guarantor pledged to
Bank to secure Guarantor's obligation against prior parties who may be liable
in connection therewith, and Guarantor hereby agrees to take any such steps.
Bank, nevertheless, at any time, may (a) take any action it deems appropriate
for the care or preservation of such property or of any right of Guarantor or
Bank therein, (b) demand, xxx for, collect or receive any money or property at
any time due, payable or receivable on account of or in exchange for any
property of Guarantor, (c) compromise and settle with any person liable on such
property, or (d) extend the time of payment or otherwise change the terms of
the Loan Documents as to any party liable on the Loan Documents, all without
notice to, without incurring responsibility to, and without affecting any of
the obligations or liabilities of Guarantor.
16. COLLATERAL. The Bank at all times and from time to time shall have the
right to require Guarantor to deliver to Bank Collateral satisfactory to Bank
to secure Guarantor's undertakings hereunder and/or the liabilities of
Guarantor hereunder.
Bank shall have a properly perfected security interest in all of Guarantor's
funds on deposit with Bank to secure the balance of any liabilities and/or
obligations that Guarantor may now or in the future owe the Bank. Bank is
granted a contractual right of set-off and will not be liable for dishonoring
checks or withdrawals where the exercise of Bank's contractual right of set-off
or security interest results in insufficient funds in Guarantor's account. As
authorized by law, Guarantor grants to Bank this contractual right of set-off
and security interest in all property of Guarantor now or at anytime hereafter
in possession of Bank, including but not limited to any joint account, special
account, account by the entireties, tenancy in common, and all dividends and
distributions now or hereafter in the possession or control of Bank.
[ ] CHECK IF APPLICABLE. In addition to the provisions stated above, Guarantor
hereby pledges, assigns and grants to Bank a security interest in and title to
the Collateral described in the security agreement, deed of trust, deed to
secure debt, mortgage or other Collateral instrument dated __________, ____
which Collateral, except for any margin stock (as defined in Regulation U of the
Board of Governors of the Federal Reserve System), shall secure this Guaranty,
whether currently existing or arising in the future. Guarantor agrees to execute
such security agreements, financing statements and other documents as Bank may
reasonably require or request to obtain and perfect its security interest in
said Collateral.
17. ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO
INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY RELATED AGREEMENTS OR INSTRUMENTS, INCLUDING ANY CLAIM BASED ON OR
ARISING FROM AN ALLEGED TORT, SHALL BE DETERMINED BY BINDING ARBITRATION IN
ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (OR IF NOT APPLICABLE, THE
APPLICABLE STATE LAW), THE RULES OF PRACTICE AND PROCEDURE FOR THE ARBITRATION
OF COMMERCIAL DISPUTES OF JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC.
(J.A.M.S.), AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF ANY
INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON ANY ARBITRATION
AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY TO THIS
AGREEMENT MAY BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, TO
COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT APPLIES
IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION.
(A) SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE CITY OF THE
BORROWER'S DOMICILE AT THE TIME OF THIS AGREEMENT'S EXECUTION AND ADMINISTERED
BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY
PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN THE AMERICAN ARBITRATION
ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL BE COMMENCED WITHIN 90
DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY, UPON A
SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR
UP TO AN ADDITIONAL 60 DAYS.
(B) RESERVATION OF RIGHTS. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO
(I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF LIMITATION
OR REPOSE AND ANY WAIVERS CONTAINED IN THIS AGREEMENT; OR (II) BE A WAIVER BY
THE BANK OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C. SEC. 91 OR ANY
SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT OF THE BANK HERETO
(A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF, OR (B)
TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL, OR (C) TO OBTAIN
FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH AS (BUT NOT LIMITED TO)
INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT OF A RECEIVER. THE
BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH PROPERTY, OR
OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR AFTER THE
PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS AGREEMENT.
NEITHER THIS EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE
OF AN ACTION FOR FORECLOSURE OR PROVISIONAL OR ANCILLARY REMEDIES SHALL
CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY, INCLUDING THE CLAIMANT IN ANY
SUCH ACTION, TO ARBITRATE THE MERITS OF THE CONTROVERSY OR CLAIM OCCASIONING
RESORT TO SUCH REMEDIES.
18. EXECUTION UNDER SEAL. This Guaranty is being executed under seal by the
Guarantor.
19. NOTICE OF FINAL AGREEMENT. THIS WRITTEN CONTINUING AND UNCONDITIONAL
GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be executed
under seal on the 29th day of June, 1995.
Witnessed by:
/s/ XXXXX X. XXXXXXX /s/ XXXX X. XXXXX [SEAL]
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Xxxxx X. Xxxxxxx Xxxx X. Xxxxx
Vice-President
