EXHIBIT 10(xv)
LIMITED GUARANTY
See attached
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LIMITED GUARANTY
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In consideration of financial accommodations given or to be given or
continued to Rainbo Company LLC, a Nebraska limited liability company, herein
called "Customer" by Rainbo Oil Company, an Iowa corporation, herein called
"Lender", the undersigned ("Guarantor") irrevocably and unconditionally
guarantees to the Lender, payment when due, whether by acceleration or
otherwise, of the Liabilities of the Customer (as defined below) to the
Lender.
1. LIABILITIES OF THE CUSTOMER. The term "Liabilities of the Customer"
shall include the debts, liabilities and obligations of Customer to Lender
pursuant to that certain Promissory Note from Customer to Lender dated
September 29, 2000 in the principle amount of $400,000, provided, however,
Guarantor's obligations pursuant to this Limited Guaranty shall not, in any
event, exceed $250,000 (the "Maximum Guaranty Amount").
2. DURATION OF LIMITED GUARANTY. This Limited Guaranty shall be
effective as of September 29, 2000, and will continue in full force until the
Liabilities of the Customer are paid in full, or until Guarantor has paid to
Lender the Maximum Guaranty Amount, whichever occurs first.
3. REPRESENTATIONS AND WARRANTIES OF GUARANTOR. Guarantor represents and
warrants to Lender that: (a) Guarantor is duly authorized and empowered to
enter into this Limited Guaranty and to carry out its obligations hereunder;
and (b) no representations of any kind have been made to Guarantor which
would limit or qualify in any way the terms of this Limited Guaranty.
4. APPLICABLE LAW. This Limited Guaranty and the rights and obligations
of the Lender and of the undersigned hereunder shall be governed and
construed in accordance with the laws of the State of Nebraska; and this
Limited Guaranty is binding upon the undersigned, his, her, their, or its
executors, administrators, successors, or assigns, and shall inure to the
benefit of the Lender, its successors, or assigns.
5. MISCELLANEOUS. Caption headings in this Limited Guaranty are for
convenience purposes only and are not to be used to interpret or define the
provisions of this Limited Guaranty. If a court of competent jurisdiction
finds any provision of this Limited Guaranty to be invalid or unenforceable,
it shall be deleted and all other provisions of this Limited Guaranty shall
remain valid and enforceable. This Limited Guaranty constitutes the entire
understanding and agreement of the parties as to the matters set forth in
this Limited Guaranty. No alteration of or amendment to this Limited Guaranty
shall be effective unless made in writing and signed by the party or parties
sought to be charged or bound by the alteration or amendment.
IN WITNESS WHEREOF, Xxxxxxxxx has executed this Limited Guaranty on the
29th day of September, 2000.
GUARANTOR:
Universal Mfg. Co., a Nebraska corporation
ORIGINAL
EXHIBIT
B By: /s/ Xxxxxx X. Xxxxxx
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Title: President
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