GUARANTY AGREEMENT
Date of Agreement
AS OF April 21, 2000
DEBTOR NAME AND ADDRESS LENDER NAME AND ADDRESS
SBL CORPORATION STILLWATER NATIONAL BANK AND
P.O. Box 705 TRUST COMPANY
Oklahoma City, OK 73101 6305 Waterford Blvd., Suite
205
Oklahoma City, OK 73118
A. In consideration of the extension of credit to the Debtor
and for other good and valuable consideration, the receipt
of which is acknowledged, and for the purpose of enabling
the Debtor to obtain or renew loans, credit or other
financial accommodation from the Lender named above, the
undersigned as a primary obligor, unconditionally, but as
limited pursuant to Section G below, notwithstanding
anything to the contrary herein: (1) guarantees to the
Lender that Debtor will fully and promptly pay or otherwise
discharge its (his/her) indebtedness and other obligations
in favor of Lender under Promissory Note Number 37516, dated
October 16, 1997, in the original principal amount of
$1,985,508.00, with a current principal balance of
$985,508.00, as modified and/or extended, from time to time,
(the "Indebtedness") and regardless of the nature and form
of indebtedness and whether due or not due; (2) agrees,
without the Lender first having to proceed against Debtor or
any other party liable or to liquidate any security, to pay
on demand all sums due and to become due to Lender from
Debtor relating to the indebtedness, and all losses, costs,
attorney fees or expenses which may be suffered or incurred
by Lender by reason of Debtor's default or the default of
the undersigned; (3) except as setoff is waived, agrees to
be bound by and on demand to pay any deficiency or
difference between all indebtedness of the Debtor and the
proceeds of any private or public sale (including a
sheriff's sale) of the security held by Lender, with or
without notice to the undersigned; (4) agrees that liability
under this Agreement will not be affected or impaired by any
failure, neglect or omission, including a failure or delay
to perfect or maintain perfection of a security interest,
either in relation to the collection of the Indebtedness or
the protection of the security given, and regardless of
whether the Lender fails or omits to seek or is precluded
from seeking a judgment against Debtor; and (5) further
agrees that the liability of the undersigned shall not be
affected by any lack of validity or enforceability due to
defense, claim, discharge or otherwise of any indebtedness
guaranteed by this Agreement or of the security of the
indebtedness.
B. Lender may at any time and from time to time without the
further consent of or notice to the undersigned, without
incurring responsibility to the undersigned and without
impairing or releasing the obligations of the undersigned,
and upon any terms and conditions the Lender may elect: (1)
change the manner, place or terms of payment or extend the
time of payment of the Indebtedness of Debtor to Lender; (2)
renew or alter the Indebtedness of Debtor to Lender; (3)
raise or lower the interest rate or rates charged Debtor;
(4) sell, exchange, release, surrender, realize upon or
otherwise deal or not deal with in any manner and in any
order any property at any time pledged to secure or securing
the Indebtedness of Debtor to Lender or any liabilities
incurred directly or indirectly under this Agreement, or any
offsets against any such indebtedness or liabilities; (5)
exercise or refrain from exercising any rights against
Debtor or others, or otherwise act or refrain from acting;
(6) settle or compromise the Indebtedness guaranteed; (7)
subordinate the payment of all or part of the Indebtedness
of Debtor to Lender to the payment of any liabilities which
may be due Lender or others; (8) apply any sums paid by or
for account of Debtor to any indebtedness of Debtor to
lender regardless of what indebtedness or liability of
Debtor to lender remains unpaid and regardless of which
indebtedness such sums were intended to be applied; (9)
release any other guarantor or any other party liable upon
or for any indebtedness or other obligation guaranteed, and
such release will not affect the liability under this
Agreement of the undersigned or any other party not so
released; (10) add or release the primary or secondary
liability of principals, guarantors or other parties; and/or
(11) obtain additional collateral security.
C. The undersigned waives: (1) notice of acceptance of this
Guaranty Agreement; (2) notice of the creation of any
indebtedness; (3) any presentment, demand for payment,
notice of default or non-payment, notice of acceleration,
notice of disposition of security, notice of dishonor or
protest to or upon any party and all other notices
whatsoever whether required or permitted by this Guaranty
Agreement, any other agreement, course of dealing, usage of
trade, course of performance and, to the extent allowed, the
law; (4) any exercise of any remedy which the Lender now has
or later acquires against the Debtor or any other party; (5)
any impairment of collateral, including, but not limited to,
the failure to perfect, or maintain perfection of, a
security interest in collateral; and (6) any event, or any
act or omission of the Lender (except acts or omissions in
bad faith) which materially increases the scope of the
undersigned's risk as guarantor, including the manner of
administration of the loan and changes in the form or manner
in which any party does business or in their financial
condition and any notice of any such change.
D. Until such time as the Indebtedness is paid in full this
Guaranty Agreement shall be absolute, unconditional and
continuing guaranty of payment and not of collection and
shall be binding upon the undersigned, and its successors:
(1) regardless of the death or cessation of existence of any
of the undersigned or of any guarantor or any other party
liable upon any indebtedness or other obligation hereby
guaranteed; (2) irrespective of any defenses, claim or
discharge available to the Debtor under law or under any
agreement with the Lender; and (3) irrespective of any
failure or delay by the Lender to perfect or keep perfected
any lien or security interest in any collateral. This
Guaranty Agreement is an independent obligation which is
separately enforceable from the obligation of the Debtor.
E. All rights of the Lender are cumulative and not alternative
to other rights. Suit may be brought against the
undersigned or other parties liable, jointly and severally;
and against any one or more of them, and against all or less
than all, without impairing the rights of the Lender, its
successors or assigns, against others of the undersigned.
The Lender may settle with any one of the undersigned or any
other party for such sum or sums as it may see fit and
release such of the undersigned or other parties from all
further liability to the Lender for such indebtedness
without impairing the right of the Lender to demand and
collect the balance of such indebtedness from others of the
undersigned not so released.
F. The Lender may assign this Agreement or any of its rights
and powers under it, with all or any part of the
indebtedness guaranteed, and may assign to any such assignee
any of the security for the indebtedness. In the event of
such assignment, the assignee shall have the same rights and
remedies as if originally named in this Agreement in place
of Lender, and the Lender shall thereafter be fully
discharged from all responsibility with respect to any such
indebtedness so assigned.
G. Unless expressly limited by specific writing set forth in
this Guaranty Agreement, it is understood to be unlimited in
amount. If limited, it is understood the limit means a
fixed amount or percentage of any indebtedness remaining
after application of the actual proceeds of the disposition
of any security to any unguaranteed portion of the
indebtedness.
The Indebtedness guaranteed is Promissory Note of Lender
#37516 signed by Debtor, in the original amount of
$1,985,508.00 and all extensions and renewals thereof and
all interest thereon and attorney fees and other costs of
attempting to collect the Indebtedness from Debtor.
Notwithstanding anything seemingly to the contrary herein,
the obligations of the undersigned in the aggregate under
this Guaranty Agreement and any other Guarantee made by the
undersigned in favor of Lender in connection with the debts
listed on Exhibit A to Lender, is limited to an amount equal
to the value, from time to time, of the Investment Property
subject to a security interest granted Lender in a Security
Agreement of even date herewith.
H. Until the Indebtedness has been paid in full, the
undersigned agrees to provide to the Lender from time to
time upon demand such financial statements, copies of tax
returns, and other information as to the undersigned as the
Lender may reasonably require.
I. Any deposits or other sums credited by or due from the
Lender to the undersigned may be set off against any and all
liabilities of the undersigned to the Lender arising under
the terms of this Guaranty Agreement. The rights granted by
this paragraph shall be in addition to the rights of the
Lender under any statutory banker's lien or common law right
of offset.
J. Until the Indebtedness of the Debtor have been paid in full,
the undersigned specifically waives all rights of
subrogation to the rights of the Lender, any claim to any
security or its value to which the Lender has recourse, and
all rights of reimbursement or contribution from other
parties, whether principals or sureties, accommodation
parties or guarantors.
K. Notwithstanding the provisions of any note or obligation to
which this Guaranty Agreement applies, it is the intention
of the parties, and it is here provided, that a Guarantor
shall not be liable for interest charges in excess of the
maximum amount permitted under the law applicable to this
Guaranty Agreement.
L. The undersigned specifically waives any right to setoff
under 12 O.S., Sec. 686, 15 O.S., Sec. 341, or any like
statutes, and agree that the Lender may apply the actual
proceeds from the disposition of any security first to any
unguaranteed portion of the indebtedness. Any party to this
Guaranty Agreement has right to waive trial by jury and
waives all objections to venue in any action instituted by
the Lender arising out of this Guaranty Agreement.
M. Until such time as the Indebtedness is paid in full, the
undersigned waive, as of the date of this Guaranty
Agreement, any claim, as that term is defined in the Federal
Bankruptcy Code, which the undersigned might have or acquire
against the Debtor arising from the existence or performance
of the undersigned's obligations under this Guaranty
Agreement, and to that extent the undersigned is not a
creditor of the Debtor. In addition to the waiver of the
status of creditor, it is agreed that the indebtedness
guaranteed under this Guaranty Agreement excludes all
portions of the indebtedness paid by the Debtor during the
period of time within one year prior to the filing of any
bankruptcy, reorganization or insolvency proceedings by or
against the Debtor. If any payment made by the Debtor to
the Lender is determined to be avoidable under applicable
state law or the Federal Bankruptcy Code, to that extent, if
demanded by the Lender, this Guaranty Agreement is deemed to
be reinstated to include the amount within the indebtedness
under this Guaranty Agreement.
N. The undersigned, by signing below, acknowledge having read
this Guaranty Agreement, having reviewed it to the extent
desired with their legal counsel, and receiving a copy of it
and also receiving an explanation of any questions. The
undersigned also have read any cosigner notice provided by
Lender. The undersigned understand that the undersigned may
have to pay any indebtedness or obligation covered by this
Guaranty Agreement in the event the Debtor fails or refuses
to do so. The undersigned also represent that they are
aware of the financial condition of Debtor and acknowledge a
responsibility to maintain a close watch on that financial
condition as long as this Guaranty Agreement is outstanding
and that they are not relying on the Lender to provide
information on the Debtor's financial condition, now or in
the future.
P. This Guaranty and the obligations evidenced in it are to be
construed and governed by the laws of the state indicated in
the address of Lender shown above.
Q. This Agreement supersedes all prior guaranty agreements and
understanding between the undersigned and the Lender and
constitutes the entire Guaranty Agreement between them.
There are no understandings, agreements, representations or
conditions, oral or written, between the undersigned and the
Lender except as set forth in this Agreement and related
written loan documents. This Guaranty Agreement may not be
amended or modified except by a writing signed by the
undersigned and the Lender. No condition as to the
effectiveness or enforcement of this Guaranty Agreement
exists except as stated in this Agreement.
WITNESSES' SIGNATURES GUARANTOR SIGNATURES
PRIME FINANCIAL CORPORATION
By:
EXHIBIT A
TO
GUARANTY AGREEMENT OF
PRIME FINANCIAL CORPORATION
EFFECTIVE APRIL 21, 2000
SBL CORPORATION
Note: #37516
Principal Amount: $1,985,508.00
Note Date: 10-16-1997
AMY G. RAPPAPORT #J-1 TRUST
Note: #37521
Principal Amount: $73,908.00
Note Date: 10-16-1997
LORI R. RAPPAPORT #J-1 TRUST
Note: #37519
Principal Amount: $71,776.00
Note Date: 10-16-1997
STACY L. RAPPAPORT #J-1 TRUST
Note: #37520
Principal Amount: $71,776.00
Note Date: 10-16-1997
ADAM Z. GOLSON #J-1 TRUST
Note: #37522
Principal Amount: $71,776.00
Note Date: 10-16-1997
STEVEN J. GOLSEN 1992 TRUST
Note: #37518
Principal Amount: $139,680.00
Note Date: 10-16-1997
BARRY H. GOLSEN 1992 TRUST
Note: #37524
Principal Amount: $149,680.00
Note Date: 10-16-1997
SYLVIA H. GOLSEN 1992 TRUST
Note: #37517
Principal Amount: $140,532.00
Note Date: 10-16-1997
JOSHUA B. GOLSEN #J-1 TRUST
Note: #37526
Principal Amount: $73,908.00
Note Date: 10-16-1997
MICHELLE L. GOLSEN #J-1 TRUST
Note: #37523
Principal Amount: $71,776.00
Note Date: 10-16-1997
LINDA F. RAPPAPORT 1992 TRUST
Note: #37525
Principal Amount: $149,680.00
Note Date: 10-16-1997