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EXHIBIT 10.6
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PALWEB CORPORATION
GUARANTY
The Borrowers, GREYSTONE MANUFACTURING, L.L.C., an Oklahoma
limited
liability company ("Greystone" or "Borrower"), and GLOG
INVESTMENT, L.L.C., an
Oklahoma limited liability company ("GLOG"), (hereinafter
Greystone and GLOG are
collectively referred to as "Borrowers") have borrowed or desire
to borrow or
have advanced to them the aggregate principal sums of TWELVE
MILLION DOLLARS
($12,000,000.00) on three notes, including: (i) a $1,500,000.00
revolving loan
issued by Greystone ("Revolving Note"); (ii) a $5,500,000.00
term loan issued by
Greystone ("Term Note"); and (iii) a $5,000,000.00 term loan
issued by GLOG
("GLOG Note") which is not guaranteed under this Guaranty; (the
Revolving Note
and Term Note of Greystone shall be referred to hereafter as the
"Note" or
"Notes"), under the terms of a Loan Agreement and loan documents
dated of equal
date herewith (collectively the "Loan Agreement") by Borrowers
in favor of THE
F&M BANK & TRUST COMPANY, an Oklahoma banking
corporation ("Bank"), with PALWEB
CORPORATION as the Guarantor ("Guarantor") under this Guaranty
(hereinafter the
Notes and all the sums due under the Notes shall be referred to
and defined
hereafter as "Indebtedness").
1. As an inducement for and in consideration of Bank agreeing to
make
available or lend to Borrowers certain funds pursuant to that
certain Loan
Agreement between Borrowers and Bank, and evidenced by the
certain Notes
executed by Greystone and payable to the order of Bank,
Guarantor absolutely and
unconditionally guarantees and promises to pay to Bank or its
order, in legal
tender of the United States of America, the Notes and all of the
Indebtedness of
Greystone to Bank on the terms and conditions set forth in this
Guaranty. Under
this Guaranty, the liability of Guarantor is unlimited except as
set forth
herein, and the obligations of Guarantor are absolute and
continuing.
2. Guarantor's liability under this Guaranty shall be open
and
continuous for so long as this Guaranty remains in force.
Guarantor intends to
guarantee at all times the performance and prompt payment when
due, whether at
maturity or earlier by reason of acceleration or otherwise, of
all Indebtedness.
Accordingly, no payments made upon the Indebtedness will
discharge or diminish
the continuing liability of Guarantor in connection with any
remaining portions
of the Indebtedness or any of the Indebtedness, which
subsequently arises or is
thereafter incurred or contracted. Anything in this Guaranty to
the contrary
notwithstanding, Guarantor shall be entitled to any notices and
opportunities to
cure a default pursuant to the Indebtedness, which may be
afforded Greystone.
3. This Guaranty will take effect when received by Bank without
the
necessity of any acceptance by Bank, or any notice to Guarantor
or to Greystone,
and will continue in full force until all Indebtedness incurred
shall have been
fully and finally paid and satisfied and all other obligations
of Guarantor
under this Guaranty shall have been performed in full. Any
payment by Guarantor
with respect to the Indebtedness shall reduce the maximum
obligation hereunder.
This Guaranty is binding upon Guarantor and Guarantor's heirs,
successors and
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assigns so long as any of the guaranteed Indebtedness remains,
but sums are
available for advance.
4. Guarantor authorizes Bank, either before or after any
revocation
hereof, without notice or demand and without lessening
Guarantor's liability
under this Guaranty, from time to time: (a) prior to revocation
as set forth
above, to make one or more additional secured or unsecured loans
to Greystone,
to lease equipment or other goods to Greystone, or otherwise to
extend
additional credit to Greystone; (b) to alter, compromise, renew,
extend,
accelerate, or otherwise change one or more times the time for
payment or other
terms of the Indebtedness or any part of the Indebtedness,
including increases
and decreases of the rate of interest on the Indebtedness;
extensions may be
repeated and may be for longer than the original loan term; (c)
to take and hold
security for the payment of this Guaranty or the Indebtedness,
and exchange,
enforce, waive, fail or decide not to perfect, and release any
such security,
with or without the substitution of new collateral; (d) to
release, substitute,
agree not to sue, or deal with any one or more of Greystone's
sureties,
endorsers, or other guarantors on any terms or in any manner
Bank may choose;
(e) to determine how, when and what application of payments and
credits shall be
made on the Indebtedness; (f) to apply such security and direct
the order or
manner of sale thereof, including, without limitation, any
non-judicial sale
permitted by the terms of the controlling security agreement, as
Bank, in its
reasonable discretion, may determine; (g) to sell, transfer,
assign, or grant
participations in all or any part of the Indebtedness; (h) to
assign or transfer
this Guaranty in whole or in part; (i) to exercise or refrain
from exercising
any rights against Greystone or others, or otherwise act or
refrain from acting;
(j) to settle or compromise any Indebtedness; and (k) to
subordinate the payment
of all or any part of the Indebtedness of Greystone to Bank to
the payment of
any liabilities which may be due Bank or others.
5. Guarantor represents and warrants to Bank that (a) no
representations or agreements of any kind have been made to
Guarantor which
would limit or qualify in any way the terms of this Guaranty;
(b) this Guaranty
is executed at Greystone's request and at the request of Bank;
(c) Guarantor has
not and will not, without the prior written consent of Bank,
sell, lease,
assign, encumber, hypothecate, transfer, or otherwise dispose of
all or
substantially all of Guarantor's assets; (d) Bank has made no
representation to
Guarantor as to the credit worthiness of Greystone; (e) upon
Bank's request,
Guarantor will provide to Bank financial and credit information
in a form
reasonably acceptable to Bank, and all such financial
information provided to
Bank is true and correct in all material respects and fairly
presents the
financial condition of Guarantor as of the dates thereof, and no
material
adverse change has occurred in the financial condition of
Guarantor since the
date of the financial statements; and (f) Guarantor has
established adequate
means of obtaining from Greystone on a continuing basis
information regarding
Greystone's financial condition. Guarantor agrees to keep
adequately informed
from such means of any facts, events, or circumstances which
might in any way
affect Guarantor's risks under this Guaranty, and Guarantor
further agrees that,
absent a request for information, Bank shall have no obligation
to disclose to
Guarantor any information or documents acquired by Bank in the
course of its
relationship with Greystone.
6. Except as prohibited by applicable law, Guarantor waives any
right
to require Bank (a) to continue lending money or to extend other
credit to
Greystone; (b) to make any presentment, protest, demand, or
notice of any kind
including notice of any nonpayment of the
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Indebtedness or of any nonpayment related to any collateral, or
notice of any
action or non-action on the part of Greystone or Bank in
connection with the
Indebtedness or in connection with the creation of new or
additional loans or
obligations; (c) to resort for payment or to proceed directly or
at once against
any person, including Greystone or any other guarantor; (d) to
proceed directly
against or exhaust any collateral held by Bank from Greystone,
any other
guarantor, or any other person; (e) to give notice of the terms,
time, and place
of any public or private sale of personal property security held
by Bank from
Greystone or to comply with any other applicable provisions of
the Uniform
Commercial Code; (f) to pursue any other remedy within Bank's
power; or (g) to
commit any act or omission of any kind, or at any time, with
respect to any
matter whatsoever.
If now or hereafter (a) Greystone shall be or become insolvent;
and (b)
the Indebtedness shall not at all times until paid be fully
secured by
collateral pledged by Greystone, Guarantor hereby forever waives
and
relinquishes in favor of Bank and Greystone, and their
respective successors,
any claim or right to payment Guarantor may now have or
hereafter have or
acquire against Greystone, by subrogation or otherwise, so that
at no time shall
Guarantor be or become a "creditor" of Greystone within the
meaning of 11 U.S.C.
ss. 547(b), or any successor provision of the Federal bankruptcy
laws.
Guarantor also waives any and all rights or defenses arising by
reason
of (a) any "one action" or "anti-deficiency" law or any other
law which may
prevent Bank from bringing any action,
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