EXHIBIT 10.28
GUARANTY
Phillipsburg , Kansas
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(City) (State)
December 7, 2000
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For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and to induce Brooke Credit Corporation (herein, with
its participants, successors and assigns, called "Lender"), at its option, at
any time or from time to time to make loans or extend other accommodations to or
for the account of G.I. Agency, Inc. (herein called "Borrower") or to engage in
any other transactions with Borrower, the Undersigned hereby absolutely and
unconditionally guarantees to Lender the full and prompt payment when due,
whether at maturity or earlier by reason of acceleration or otherwise, of the
debts, liabilities and obligations described as follows:
A. If this |X| is checked, the Undersigned guarantees to Lender the
payment and performance of the debt, liability or obligation of
Borrower to Lender evidenced by or arising out of the following:
Promissory note: #2293 dated December 7, 2000 in the amount of
$90,000.00 and any extensions, renewals or replacements thereof
(hereinafter referred to as the "Indebtedness").
B. If this |_| is checked, the Undersigned guarantees to Lender the
payment and performance of each and every debt, liability and
obligation of every type and description which Borrower may now
or at any time hereafter owe to Lender (whether such debt,
liability or obligation now exists or is hereafter created or
incurred, and whether it is or may be direct or indirect, due or
to become due, absolute or contingent, primary or secondary,
liquidated or unliquidated, or joint, several, or joint and
several; all such debts, liabilities and obligations being
hereinafter collectively referred to as the "Indebtedness").
Without limitation, this guaranty includes the following
described debt(s): _________________________________. The term
"Indebtedness" as used in this guaranty shall not include any
obligations entered into between Borrower and Lender after the
date hereof (including any extensions, renewals or replacements
of such obligations) for which Borrower meets the Lender's
standard of creditworthiness based on Borrower's own assets and
income without the addition of a guaranty, or for which a
guaranty is required but Borrower chooses someone other than the
joint Undersigned to guaranty the obligation.
The Undersigned further acknowledges and agrees with Lender that:
1. No act or thing need occur to establish the liability of the Undersigned
hereunder, and no act or thing, except full payment and discharge of all
indebtedness, shall in any way exonerate the Undersigned or modify, reduce,
limit or release the liability of the Undersigned hereunder.
2. This is an absolute, unconditional and continuing guaranty of payment of
the Indebtedness and shall continue to be in force and be binding upon the
Undersigned, whether or not all Indebtedness is paid in full, until this
guaranty is revoked by written notice actually received by the Lender, and such
revocation shall not be effective as to Indebtedness existing or committed for
at the time of actual receipt of such notice by the Lender, or as to any
renewals, extensions and refinancings thereof. If there be more than one
Undersigned, such revocation shall be effective only as to the one so revoking.
The death or incompetence of the Undersigned shall not revoke this guaranty,
except upon actual receipt of written notice thereof by Lender and then only as
to the decedent or the incompetent and only prospectively, as to future
transactions, as herein set forth.
3. If the Undersigned shall be dissolved, shall die, or shall be or become
insolvent (however defined) or revoke this guaranty, then the Lender shall have
the right to declare immediately due and payable, and the Undersigned will
forthwith pay to the Lender, the full amount of all Indebtedness, whether due
and payable or unmatured. If the Undersigned voluntarily commences or there is
commenced involuntarily against the Undersigned a case under the United States
Bankruptcy Code, the full amount of all Indebtedness, whether due and payable or
unmatured, shall be immediately due and payable without demand or notice
thereof.
4. The liability of the Undersigned hereunder shall be limited to a
principal amount of $90,000.00. (if unlimited or if no amount is stated, the
Undersigned shall be liable for all Indebtedness, without any limitation as to
amount), plus accrued interest thereon and all attorneys' fees, collection costs
and enforcement expenses referable thereto. Indebtedness may be created and
continued in any amount, whether or not in excess of such principal amount,
without affecting or impairing the liability of the Undersigned hereunder. The
Lender may apply any sums received by or available to Lender on account of the
Indebtedness from Borrower or any other person (except the Undersigned), from
their properties, out of any collateral security or from any other source to
payment of the excess. Such application of receipts shall not reduce, affect or
impair the liability of the Undersigned hereunder. If the liability of the
Undersigned is limited to a stated amount pursuant to this paragraph 4, any
payment made by the Undersigned under this guaranty shall be effective to reduce
or discharge such liability only if accompanied by a written transmittal
document, received by the Lender, advising the Lender that such payment is made
under this guaranty for such purpose.
5. The Undersigned will pay or reimburse Lender for all costs and expenses
(including reasonable attorneys' fees and legal expenses) incurred by Lender in
connection with the protection, defense or enforcement of this guaranty in any
litigation or bankruptcy or insolvency proceedings.
THIS GUARANTY INCLUDES THE ADDITIONAL PROVISIONS ON PAGE 2, ALL OF WHICH
ARE MADE A PART HEREOF.
This guaranty is |X| unsecured; |_| secured by a mortgage or security
agreement dated ___________; |_| secured by
__________________________________________________________________.
IN WITNESS WHEREOF, this guaranty has been duly executed by the undersigned
the day and year first above written.
/s/ Xxxxxx X. Xxx X Xxxxxx X. Xxx
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/s/ Xxxxxx X. Xxx X Xxxxxx X. Xxx
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/s/ Xxxxxxx Xxxx X Xxxxxxx Xxxx
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"Undersigned" shall refer to all
persons who sign this guaranty,
severally and jointly.
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