Exhibit 10.20
GUARANTY
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Overland Park
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Kansas |
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(City)
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(State) |
March 30, 2006
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 SunCoast Holdings
Inc., Brandywine Insurance Holdings, Inc., and Patriot Risk
Services, 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:
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A. |
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If this o 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:
______________________________________________ and any extensions,
renewals or replacements thereof (hereinafter referred to as the
“Indebtedness”). |
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B. |
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If this þ 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): Commercial Loan Agreement
and Commercial Promissory Note of even date herewith by and among
Borrowers and Lender. |
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 $
unlimited (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 þ unsecured; o secured by a mortgage or security agreement
dated ________________; o secured by
______________________________________________________________.
IN WITNESS WHEREOF, this guaranty has
been duly executed by the Undersigned the day and year first above
written.
