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EXHIBIT 6.9
Guaranty Agreement
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GUARANTY AGREEMENT
This GUARANTY AGREEMENT (the "Agreement") is dated as of December 13,
2000, by and between HISPANIC EXPRESS, INC., a Delaware corporation ("HEX") and
BANNER CENTRAL FINANCE COMPANY, a Delaware corporation ("Banner"), with respect
to the following facts:
WHEREAS, the parties hereto entered into that certain Operating
Agreement dated as of September 6, 2000 under which, among other things, HEX
agreed to assume all liabilities and responsibilities for the Supplemental
Executive Retirement Plan (the "Plan") of Central Financial Acceptance
Corporation.
WHEREAS, the parties hereto desire that Banner guarantee all of HEX's
liabilities and responsibilities under the SERP with sole and exclusive respect
to Xxxx X. Xxxxxx ("Cypres") so that Banner would pay all benefits due under the
SERP to Cypres if HEX is unable to do so.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and conditions herein contained, the parties agree as follows:
1. Guarantee. Banner hereby guarantees all liabilities and
responsibilities of HEX under the SERP with sole and exclusive respect to
Cypres, and shall pay all benefits due under the SERP to Cypres if HEX is unable
to do so.
2. Term and Termination. This Agreement and the obligations of Banner
hereunder shall survive indefinitely unless terminated by the mutual agreement
of the parties hereto.
3. Successors and Assigns; Third Parties. This Agreement shall be
binding upon and shall inure to the benefit of the parties and their respective
successors and permitted assigns. Neither party may assign this agreement or any
of its rights or obligations under it without the prior written consent of the
other party.
4. Notices. All notices, requests, demands and other communications
provided for by this Agreement shall be in writing (including telecopier or
similar writing) and shall be deemed to have been given at the time when mailed
in any general or branch office of the United States Postal Service, enclosed in
a registered or certified postpaid envelope, or sent by Federal Express or other
similar overnight courier service, addressed to the appropriate party at 0000
Xxxx Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, Attention: Secretary, or to
such changed address as such party may have fixed by notice or, if given by
telecopier, when such telecopy is transmitted and the appropriate answer-back is
received.
5. Governing Law. This Agreement shall be governed by the laws of the
State of California without giving effect to the principles of conflicts of law.
6. Entire Agreement. This Agreement sets forth the entire agreement
among the parties with respect to its subject matter. This Agreement may not be
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amended or otherwise modified except in writing duly executed by all of the
parties. No waiver of any provision or breach of this Agreement shall be
effective unless such waiver is in writing and signed by the party against which
enforcement of such waiver is sought. A waiver by any party of any breach or
violation of this Agreement shall not be deemed or construed as a waiver of any
subsequent breach or violation thereof.
7. Severability. Should any part, term or condition hereof be declared
illegal or unenforceable or in conflict with any other law, the validity of the
remaining portions or provisions of this Agreement shall not be affected
thereby, and the illegal or unenforceable portions of the Agreement shall be and
hereby are redrafted to conform with applicable law, while leaving the remaining
portions of this Agreement intact.
8. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
9. Headings. Section headings are for convenience only and do not
control or affect the meaning or interpretation of any terms or provisions of
this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
HISPANIC EXPRESS, INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx,
Chief Executive Officer,
President and Secretary
BANNER CENTRAL FINANCE COMPANY
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx,
Chief Executive Officer,
Chief Financial Officer
and Secretary
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