CONTINUING GUARANTY (Unlimited)
(For Consumer or Business Transactions)
Dated October 15, 1998
GUARANTY. For value received, and to induce The Xxxxxxx Companies, Inc. of
West Bend, Wisconsin ("Lender"), to extend credit or to grant or continue other
credit accommodations to PMC International, Inc. ("Debtor"), the undersigned
jointly and severally guarantee payment of the Obligations defined below when
due or, to the extent not prohibited by law, at the time any Debtor becomes the
subject of bankruptcy or other insolvency proceedings. "Obligations" means all
loans, drafts, overdrafts, checks, notes, and all other debts, obligations and
liabilities of every kind and description, whether of the same or a different
nature, arising out of credit previously granted, credit contemporaneously
granted or credit granted in the future by Xxxxxx to any Debtor, to any Debtor
and another, or to another guaranteed or endorsed by any Debtor. Obligations
include interest and charges and the amount of payments made to Lender or
another by or on behalf of any Debtor which are recovered from Lender by a
trustee, receiver, creditor or other party pursuant to applicable federal or
state law, and to the extent not prohibited by law, all costs, expenses and
attorneys' fees at any time paid or incurred before and after judgement in
endeavoring to collect all or part of any of the above, or to realize upon this
Guaranty, or any collateral securing any of the above, including those incurred
in successful defense or settlement of any counterclaim brought by Debtor or the
undersigned or incident to any action or proceeding involving Debtor or the
undersigned brought pursuant to the United States Bankruptcy Code. Unless a
lien would be prohibited by law or would render a nontaxable account taxable,
the undersigned grant to Lender a security interest and lien in any deposit
account any of the undersigned may at any time have with Lender. Lender may, at
any time after the occurrence of an event of default and notice and opportunity
to cure, if required by (S)425.105, Wis. Stats., set-off any amount unpaid on
the Obligations against any deposit balances any of the undersigned may at any
time have with Lender, or other money now or hereafter owed any of the
undersigned by Xxxxxx. This Guaranty is also secured (to the extent not
prohibited by law) by all existing and future security agreements between Lender
and any of the undersigned and by any mortgage stating it secures guaranties of
any of the undersigned. This Guaranty is valid and enforceable against the
undersigned even though any Obligation is
invalid or unenforceable against any Debtor.
WAIVER. To the extent not prohibited by law the undersigned expressly
waive notice of the acceptance of this Guaranty, the creation of any present or
future Obligation, default under any Obligation, proceedings to collect from any
Debtor or anyone else, all diligence of collection and presentment, demand,
notice and protest and any right to disclosures from Lender regarding the
financial condition of any Debtor or guarantor of the Obligations or the
enforceability of the Obligations. No claim, including a claim for
reimbursement, subrogation, contribution or indemnification which any of the
undersigned may, as a guarantor of the Obligations, have against a co-guarantor
of any of the Obligations or against any Debtor shall be enforced nor any
payment accepted until the Obligations are paid in full and no payments to or
collections by Lender are subject to any right of recovery.
CONSENT. With respect to any of the Obligations, Lender may from time to
time before or after revocation of this Guaranty without notice to the
undersigned and without affecting the liability of the undersigned (a)
surrender, release, impair, sell or otherwise dispose of any security or
collateral for the Obligations, (b) release or agree not to sue any guarantor or
surety, (c) fail to perfect its security interest in or realize upon any
security or collateral, (d) fail to realize upon any of the Obligations or to
proceed against any Debtor or any guarantor or surety, (e) renew or extend the
time of payment, (f) increase or decrease the rate of interest or the amount of
the Obligations, (g) accept additional security or collateral, (h) determine the
allocation and application of payments and credits and accept partial payments,
(i) determine what, if anything, may at any time be done with reference to any
security or collateral, and (j) settle or compromise the amount due or owing or
claimed to be due or owing from any Debtor, guarantor or surety, which
settlement or compromise shall not affect the undersigned's liability for the
full amount of the unpaid Obligations. The undersigned expressly consent to and
waive notice of all of the above. To the extent not prohibited by law, the
undersigned consent that venue for any legal proceeding relating to the
collection of this Guaranty shall be, at Lender's option, the county in which
Lender has its principal office in this state, the county in which any of the
undersigned resides or the county in which this Guaranty was executed by the
undersigned.
PERSONS BOUND. This Guaranty benefits Xxxxxx, its successors and assigns,
and binds the undersigned, their respective heirs, personal representatives,
successors and
assigns.
ENTIRE AGREEMENT. This Guaranty is intended by the undersigned and Lender
as a final expression of this Guaranty and as a complete and exclusive statement
of its terms, there being no conditions to the full effectiveness of this
Guaranty. This Guaranty may not be supplemented or modified except in writing.
This Guaranty includes additional provision on the reverse side.
NOTICE TO GUARANTOR
You are being asked to guarantee the past, present and future Obligations
of Debtor. If Debtor does not pay, you will have to. You may also have to pay
collection costs. Xxxxxx can collect the Obligations from you without first
trying to collect from Debtor or another guarantor.
For Wisconsin Married Residents Only: Each guarantor who signs above
represents that this obligation is incurred in the interest of his or her
marriage or family.
X X
ADDITIONAL PROVISIONS
REPRESENTATIONS. The undersigned acknowledge and agree that Lender (a) has not
made any representations or warranties with respect to, (b) does not assume any
responsibility to the undersigned for, and (c) has no duty to provide
information to the undersigned regarding, the enforceability of any of the
Obligations or the financial condition of any Debtor or guarantor. The
undersigned has independently determined the creditworthiness of Debtor and the
enforceability of the Obligations and until the Obligations are paid in full
will independently and without reliance on Lender continue to make such
determinations.
REVOCATION. This is a continuing guaranty and shall remain in full force and
effect until Xxxxxx receives written notice of its revocation signed by the
undersigned or actual notice of the death of the undersigned. Upon revocation
by written notice or actual notice of death, this Guaranty shall continue in
full force and effect as to all renewal, extension or increase in the interest
rate of any such Obligation, whether made before or after revocation, shall
constitute an Obligation contracted for or incurred before revocation.
Obligations contracted for or incurred before revocation shall also include
credit extended after revocation pursuant to commitments made before revocation.
Revocation by one of the undersigned shall not affect any of the liabilities or
obligations of any of the other undersigned and this Guaranty shall continue in
full force and effect with respect to them.
X PMC Investment Services, Inc.(Seal) X (Seal)
By: /s/ X.X. Xxxxxx
000 00xx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxx 00000
(Address) (Address)
ACKNOWLEDGEMENT
STATE OF COLORADO)
COUNTY OF DENVER)ss.
This instrument was acknowledged before me on October 15, 1998, by X.X. Xxxxxx
(as Chief Executive Officer of PMC Investment Services, Inc.)
/s/ Xxxxx Xxxx Xxxxxxxx
Notary Public, Denver County, CO
My Commission (Expires) (Is) 10/12/2002
