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EXHIBIT 4.7
NOTE GUARANTY
($300,000)
Guaranty made this 19th day of January, 1999, by Xxxxxxx Xxxxx, of 0000
Xxxxxxxxx Xxxx, Xxxxxxxxxx Xxxxx, Xxxxxxx 00000 referred to as Guarantor, to GCA
Strategic Investment Fund Ltd. c/o Prime Management Limited, Mechanics Building,
00 Xxxxxx Xxxxxx, Xxxxxxxx XX 11, Bermuda, referred to as Creditor with respect
to the indebtedness of Lahaina Acquisitions, Inc. referred to as Debtor and
having as its principle place of business and offices located at 0000 Xxxxxxxx
Xxxxxx, Xxxxxxxxxx Xxxxx, Xxxxxxx 00000.
3. STATEMENT OF GUARANTY
In consideration of the sum of Ten Dollars ($10), paid by GCA Strategic
Investment Fund Ltd. to the undersigned Guarantor, and other valuable
consideration moving to the Guarantor, the receipt of which is acknowledged, as
well as for the purpose of inducing GCA Strategic Investment Fund Ltd. to lend
to Lahaina Acquisitions, Inc. the sum of Three Hundred Thousand Dollars
($300,000), Guarantor unconditionally guarantees to GCA Strategic Investment Fun
Ltd. its endorsees, transferees, successors, or assigns of either this guaranty
or of the obligation whose payment is guaranteed, the due and punctual payment
of the par value and interest on, that certain promissory note dated hereof, in
the par value amount of $300,000, made by the Debtor in favor of the Creditor
and all other indebtedness due GCA Strategic Investment Fund Ltd. by the Debtor
according to the terms of the instruments evidencing such indebtedness, payment
to be made at such time or times as such indebtedness becomes due, either in
course or by virtue of the provisions for the acceleration of the maturity of
the indebtedness as contained in any instrument evidencing such indebtedness.
4. INDEBTEDNESS GUARANTEED
The indebtedness, payment of which is guaranteed, includes any rewards
or extensions of the indebtedness, in whole or in part, including both principal
and interest, together with such attorneys' fees as may be collectable by law as
shall be provided for by any note or instrument in writing evidencing such
obligation and all damages, losses, costs, charges, expenses, and liabilities of
every king, nature and description suffered or incurred by GCA Strategic
Investment Fund Ltd. arising in any manner out of, or in any way connected with
or growing out of such obligation of Debtor to GCA Strategic Investment Fund
Ltd.
5. WAIVER OF NOTICE
Guarantor waives any notice which may be required relative to the
acceptance of this guaranty, the creation, extension, or renewal of the
indebtedness of the Debtor and the acceleration of maturity of such
indebtedness, also presentment, demand, protest, notice of dishonor or
nonpayment or other default by the Debtor with respect to any liabilities or
obligations of the Debtor under the terms of any note or instrument in writing
evidencing such indebtedness or the laws applicable to that indebtedness.
6. AUTHORITY OF CREDITOR
Guarantor authorized Creditor to deal in any manner with any obligation
or indebtedness the discharge and payment of which are guaranteed and the
collateral and the security of every kind and character given to secure the
payment of such obligation and indebtedness, and without limiting the generality
of this guaranty, Creditor is authorized to waive any rights which it may have
relative to requiring additional collateral or to surrendering or to releasing
collateral held by it, or to substituting any collateral held by it for other
collateral of like kind, or any kind, nor shall the obligation of Guarantor
under this guaranty, nor the rights of Creditor protected by it be diminished or
in any manner affected by the failure of Creditor to exercise its rights with
reference to such collateral, or failure to accelerate the maturity of the
indebtedness upon default on that indebtedness, or in extending the maturity of
the indebtedness, or in renewing the notes evidencing the same, or in failing to
attempt collection of the indebtedness by legal proceedings or otherwise, or it
any other manner proceeding against Debtor or the collateral or security pledged
or conveyed as security for such obligations or indebtedness.
7. DEFAULT BY DEBTOR
In the event the Debtor shall be in default in the payment of any of
the indebtedness guaranteed by this instrument, Guarantor shall immediately,
upon demand by the Creditor, pay to the Creditor, the full amount of the
indebtedness in the payment of which default has occurred, and such obligation
shall become the direct and primary obligation of the Guarantor.
8. JOINT AND SEVERAL LIABILITY
The obligation and liability of the Guarantor and Debtor shall be joint
and several.
9. SUIT AGAINST GUARANTOR
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There shall be no duty or obligation of Creditor to institute
proceedings against Debtor or to exhaust any remedy in law or in equity against
the Debtor before brining suit or instituting proceedings of any kind against
the Guarantor.
10. INDEBTEDNESS AS PART OF GUARANTY
Guarantor agrees that the terms, conditions, agreements, and
stipulations in the note and other evidences of indebtedness whose payment or
discharge is guaranteed, whether executed before or after this guaranty, shall
become a part of this agreement, and Guarantor ratifies, adopts and confirms all
such terms, conditions, agreements, and stipulations.
11. WAIVER OF CERTAIN RIGHTS
Without in any way limiting the generality of Section 8, Guarantor
hereby waives and renounces, for himself or his family, any and all exemption
rights which any of them may have under or by virtue of the Constitution or Laws
of the State of Florida, or of any other state or of the United States as
against the liability obligation created by this instrument. The Guarantor
transfers, conveys, and assigns to the Creditor or holder of this guaranty, a
sufficient amount of any such exemption that may be allowed to the Guarantor
including any such exemption as any be set apart in bankruptcy, to pay this
obligation in full, with all costs of collection. The Guarantor directs that any
nominated trustee having possession of such exemption to deliver to the Creditor
a sufficient amount of property or money set apart as exempt to pay this
obligation.
12. BINDING EFFECT
This agreement shall bind the heirs and legal representatives of the
Guarantor.
13. CHOICE OF LAWS
This guaranty shall be governed by and construed in accordance with the
internal laws (as opposed to conflict of laws) of Georgia in all respects,
including matters of construction, validity and performance.
Dated: January 19, 1999
IN WITNESS WHEREOF, the Guaranty has been duly executed by the
Guarantor on the date above written.
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Xxxxxxx Xxxxx
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Witness
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