Exhibit
10.03
CORPORATE
GUARANTY
Date:
August 21, 2009
General
Electric Capital Corporation
10
Riverview Drive
Danbury,
CT 06810-6268
To
induce you to enter into, purchase or otherwise acquire, now or at
any time hereafter, any promissory notes, security agreements,
chattel mortgages, pledge agreements, conditional sale contracts,
lease agreements, and/or any other documents or instruments
evidencing, or relating to, any lease, loan, extension of credit or
other financial accommodation (collectively "Account
Documents" and each an "Account Document" ) to
Masland Carpets, LLC , a limited liability company organized
and existing under the laws of the State of Georgia (
"Customer" ), but without in any way binding you to do so,
the undersigned, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, does hereby
guarantee to you, your successors and assigns, the due regular and
punctual payment of any sum or sums of money which the Customer may
owe to you now or at any time hereafter, whether evidenced by an
Account Document, on open account or otherwise, and whether it
represents principal, interest, rent, late charges, indemnities, an
original balance, an accelerated balance, liquidated damages, a
balance reduced by partial payment, a deficiency after sale or
other disposition of any leased equipment, collateral or security,
or any other type of sum of any kind whatsoever that the Customer
may owe to you now or at any time hereafter, and does hereby
further guarantee to you, your successors and assigns, the due,
regular and punctual performance of any other duty or obligation of
any kind or character whatsoever that the Customer may owe to you
now or at any time hereafter (all such payment and performance
obligations being collectively referred to as "Obligations"
). The undersigned does hereby further guarantee to pay upon demand
all losses, costs, attorneys' fees and expenses which may be
suffered by you by reason of Customer's default or default of the
undersigned. As used in this Guaranty, "you" shall mean
General Electric Capital Corporation and all its subsidiaries,
parent entities, successors and assigns.
This
Guaranty is a guaranty of prompt payment and performance (and not
merely a guaranty of collection). Nothing herein shall
require you to first seek or exhaust any remedy against the
Customer, its successors and assigns, or any other person obligated
with respect to the Obligations, or to first foreclose, exhaust or
otherwise proceed against any leased equipment, collateral or
security which may be given in connection with the Obligations.
It is agreed that you may, upon any breach or default of the
Customer, or at any time thereafter, make demand upon the
undersigned and receive payment and performance of the Obligations,
with or without notice or demand for payment or performance by the
Customer, its successors or assigns, or any other person.
Suit may be brought and maintained against the undersigned,
at your election, without joinder of the Customer or any other
person as parties thereto. The obligations of each signatory
to the Guaranty, and each other guarantor of the Obligations, shall
be joint and several.
The
undersigned agrees that its obligations under this Guaranty shall
be primary, absolute, continuing and unconditional, irrespective of
and unaffected by any of the following actions or circumstances
(regardless of any notice to or consent of the undersigned) and the
undersigned hereby affirmatively and irrevocably waives as a
defense to the payment or performance of its obligations hereunder
each and every one of the following defenses: (a) the
genuineness, validity, regularity and enforceability of the Account
Documents or any other document; (b) any extension, renewal,
amendment, change, waiver or other modification of the Account
Documents or any other document; (c) the absence of, or delay in,
any action to enforce the Account Documents, this Guaranty or any
other document; (d) your failure or delay in obtaining any other
guaranty of the Obligations (including, without limitation, your
failure to obtain the signature of any other guarantor hereunder);
(e) the release of, extension of time for payment or performance
by, or any other indulgence granted to the Customer or any other
person with respect to the Obligations by operation of law or
otherwise; (f) the existence, value, condition, loss, subordination
or release (with or without substitution) of, or failure to have
title to or perfect and maintain a security interest in, or the
time, place and manner of any sale or other disposition of any
leased equipment, collateral or security given in connection with
the Obligations, or any other impairment (whether intentional or
negligent, by operation of law or otherwise) of the rights of the
undersigned; (g) the Customer's voluntary or involuntary
bankruptcy, assignment
for the
benefit of creditors, reorganization, or similar proceedings
affecting the Customer or any of its assets; (h) any merger or
consolidation of Customer, any change in control of Customer or any
sale of all or substantially all of the assets of Customer; or (i)
any other action or circumstances which might otherwise constitute
a legal or equitable discharge or defense of an obligor, surety or
guarantor.
This
Guaranty, the Account Documents and the Obligations may be assigned
by you, without the consent of the undersigned. The
undersigned agrees that if it receives written notice of an
assignment from you, the undersigned will pay all amounts due
hereunder to such assignee or as instructed by you. The
undersigned also agrees to confirm in writing receipt of the notice
of assignment as may be reasonably requested by assignee. The
undersigned hereby waives and agrees not to assert against any such
assignee any of the defenses set forth in the immediate preceding
paragraph.
This
Guaranty may be terminated upon delivery to you (at your address
shown above) of a written termination notice from the undersigned.
However, as to all Obligations (whether matured, unmatured,
absolute, contingent or otherwise) incurred by the Customer prior
to your receipt of such written termination notice (and regardless
of any subsequent amendment, extension or other modification which
may be made with respect to such Obligations), this Guaranty shall
nevertheless continue and remain undischarged until all such
Obligations are indefeasibly paid and performed in full.
The
undersigned agrees that this Guaranty shall remain in full force
and effect or be reinstated (as the case may be) if at any time
payment or performance of any of the Obligations (or any part
thereof) is rescinded, reduced or must otherwise be restored or
returned by you, all as though such payment or performance had not
been made. If, by reason of any bankruptcy, insolvency or
similar laws affecting the rights of creditors, you shall be
prohibited from exercising any of your rights or remedies against
the Customer or any other person or against any property, then, as
between you and the undersigned, such prohibition shall be of no
force and effect, and you shall have the right to make demand upon,
and receive payment from, the undersigned of all amounts and other
sums that would be due to you upon a default with respect to the
Obligations.
Notice
of acceptance of this Guaranty and of any default by the Customer
or any other person is hereby waived. Presentment, protest
demand, and notice of protest, demand and dishonor of any of the
Obligations, and the exercise of possessory, collection or other
remedies for the Obligations, are hereby waived. The
undersigned warrants that it has adequate means to obtain
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