Exhibit 2
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GUARANTOR: Liqui-Box Corporation DEBTOR: Xxxxxx X. Xxxxx
ADDRESS: Box 494 ADDRESS:
0000 Xxxxxxxxxxx Xxxxxx Xx.
Xxxxxxxxxxx, Xxxx 00000
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SINGLE LOAN GUARANTY
For the purpose of inducing The Huntington National Bank (hereinafter referred
to as "Bank") to lend money or advance credit to, or renew, extend, or forbear
from demanding immediate payment of the loan to Xxxxxx X. Xxxxx (hereinafter
referred to as "Debtor"), which loan is in the principal amount of One Million
Dollars ($1,000,000.00) and is presently evidenced by a certain promissory
note in the amount of One Million Dollars ($1,000,000.00), dated July 8, 1996,
and made by Debtor and all extensions, replacements, and substitutions in
whole or in part therefor (which extension of credit is hereinafter referred
to as the "Loan"), the undersigned (hereinafter referred to as "Guarantor"),
hereby unconditionally guarantees the prompt and full payment to Bank when
due, whether by acceleration or otherwise, of the principal amount of the
Loan, together with interest, late charges, collection costs, attorneys' fees
and the like, as provided for said promissory note or any subsequent
promissory note or notes given to evidence the Loan.
Guarantor hereby promises that if the Loan is not paid promptly when due, it
will, upon request of Bank, pay the Loan to Bank, irrespective of any action
or lack of action on Bank's part in connection with the acquisition,
perfection, possession, enforcement or disposition of the Loan or any or all
security therefor or otherwise, and further irrespective of any invalidity in
the Loan, the unenforceability thereof or the insufficiency, invalidity or
unenforceability of any security therefor.
Guarantor waives notice of the acceptance of this Guaranty. This Guaranty is
made and will remain in effect as to any and all obligations of Debtor
pursuant to the Loan until the Loan is paid in full, and Debtor has no right
to request advances pursuant to the terms of the instruments or documents
evidencing the Loan.
Bank's rights hereunder shall be reinstated and revived, and this Guaranty
shall be fully enforceable, with respect to any amount at any time paid on
account of the Loan which thereafter shall be required to be restored or
returned by Bank as a result of the bankruptcy, insolvency or reorganization
of Debtor, Guarantor, or any other person, or as a result of any other fact or
circumstance, all as though such amount had not been paid.
In the event Guarantor at any time shall pay any sums on account of any
Obligations or take any other action in performance of any Obligations,
Guarantor shall be subrogated to the rights, powers, privileges and remedies
of the Borrower in respect of such Obligations; provided that all such rights
of subrogation and all claims and indebtedness arising therefrom shall be, and
Guarantor hereby agrees that the same are, and shall be at all times, in all
respects subordinate and junior to all Obligations, and provided, further,
that Guarantor hereby agrees that Guarantor shall not seek to exercise any
such rights of subrogation, reimbursement, exoneration, or indemnity
whatsoever or any rights of recourse to any security for any of the
Obligations unless or until all Obligations shall have been indefeasibly paid
in full in cash and duly and fully performed.
Guarantor waives presentment. demand, protest, notice of protest, and notice
of dishonor or other nonpayment of the Loan and further waives notice of sale
or other disposition of any collateral or security held or acquired by Bank.
Guarantor agrees that no extension of time, whether one or more, nor any other
indulgence granted by Bank to Debtor or Guarantor and no omission or delay on
Bank's part in exercising any right against, or in taking any action to
collect from or pursue Bank's remedies against Debtor or Guarantor, will
release, discharge, or modify the duties of Guarantor. Guarantor agrees that
Bank may, without notice to or further consent from Guarantor, release any
collateral, security, or other guaranties, now held or hereafter acquired, or
substitute other collateral, security, or other guaranties, and no such action
will release, discharge, or modify the duties of Guarantor hereunder.
Guarantor further agrees that Bank will not be required to pursue or exhaust
any of its rights or remedies against Debtor or any other guarantor, with
respect to payment of the Loan, or to pursue, exhaust or preserve any of its
rights or remedies with respect to any collateral, security, or other
guaranties given to secure the Loan, or to take any action of any sort, prior
to demanding payment from or pursuing its remedies against Guarantor.
WAIVER OF RIGHT TO TRIAL BY JURY
GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS GUARANTY OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF GUARANTOR OR BANK WITH RESPECT TO THIS GUARANTY OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE; AND GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT GUARANTOR OR BANK MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR TO
THE WAIVER OF THE RIGHT OF GUARANTOR TO TRIAL BY JURY.
If any Obligation of Borrower is assigned by Bank, this Guaranty will inure to
the benefit of Bank's assignee, and to the benefit of any subsequent assignee,
to the extent of the assignment or assignments, provided that no assignment
will operate to relieve Guarantor from any duty to Bank hereunder with respect
to any unassigned Obligation. In the event that any one or more of the
provisions contained in this Guaranty or any application thereof shall be
determined to be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and any other applications thereof shall not in any way be affected or
impaired thereby. This Guaranty shall be construed in accordance with the law
of the State of Ohio.
If at the time of payment of the Obligations and any discharge hereof,
Guarantor shall be then directly or contingently liable to Bank as maker,
indorser, surety or guarantor of any other loan or obligation whether the same
shall be evidenced by a note, xxxx of exchange, agreement of guaranty or other
instrument, then Bank may continue to hold any collateral of Guarantor as
security therefor, even though this Guaranty shall have been surrendered to
Guarantor. Bank shall not be bound to take any steps necessary to preserve any
rights in the collateral against prior parties. If any Obligations hereunder
are not paid when due, Bank may, at its option, demand, xxx for, collect or
make any compromise or settlement it deems desirable with reference to any
collateral, and shall have the rights of a secured party under the law of the
State of Ohio. Guarantor shall be liable for any deficiency.
Executed and delivered at Worthington, Ohio this 8th day of July, 1996.
GUARANTOR:
LIQUI-BOX CORPORATION
By: /s/ X. X. XxXxx
___________________________________________
Its: V.P.
