Promissory Note



 Exhibit 10.14 
 LOAN REQUEST SUMMARY 
  

															
	Principal	  	Loan Date	  	Maturity	  	Loan No	  	Call / Coll	  	Account	  	Officer	  	Initials
	$30,000.00	  	11-17-2005	  	11-17-2006	  	7010052211	  	24/21D	  	00000000074018	  	TEB	  	
	  
 References in the shaded area are for Lender’s use only and do not limit the
applicability of this document to any particular
loan or item. Any item above containing ***** has been omitted due to text length limitations.


  

							
	Borrower:	  	Thanksgiving Coffee Company, Inc.	  	Lender:	  	Savings Bank of Mendocino County
		  	PO BOX 1918	  		  	Main Office
		  	FORT BRAGG, CA 95437	  		  	PO BOX 3600
		  		  		  	200 N SCHOOL ST
		  		  		  	UKIAH, CA 95482

 REVOLVING LINE OF CREDIT 
 (Variable Rate) 
  

							
	 	  	Financed	  	In Cash
	 AMOUNT REQUESTED:
	  	$	30,000.00	  		
	 PREPAID FINANCE CHARGES
	  			  		
	 LOAN DOCUMENTATION FEE
	  			  	 	250.00
	 SECURITY INTEREST CHARGES:
	  			  		
	 INTEREST DUE
	  			  	 	90.19
		  	 	 	  	 	 
	 NOTE AMOUNT:
	  	$	30,000.00	  	$	340.19

  

			
	 PAYMENT CALCULATION:
	  	
	 Interest Method:
	  	365/365
	 Disbursement Date:
	  	11-17-2005
	 First Int Payment Date:
	  	12-01-2005
	 Due Date:
	  	11-17-2006
	 Int Payment Period:
	  	Monthly
	 Variable Interest Rate:
	  	9.750
	 Credit Insurance:
	  	None

 Payment Schedule. Borrower’s payment schedule consists of 12 monthly consecutive
payments, beginning December 1, 2005, with interest calculated on the unpaid principal balances at an interest rate based on the Savings Bank of Mendocino County’s Base Commercial Rate (currently 7.000%), plus a margin of 2.750%, resulting
in an initial interest rate of 9.750%; and one payment of $30,064.11 on November 17, 2006, with interest calculated on the unpaid principal balances at an interest rate based on the Savings Bank of Mendocino County’s Base Commercial Rate
(currently 7.000%), plus a margin of 2.750%, resulting in an initial interest rate of 9.750%. This estimated final payment is based on the assumption that all payments will be made exactly as scheduled and that the index does not change the actual
final payment will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under the Note. 
  

										
	APR	  	FINANCE CHARGE	  	AMOUNT FINANCED	  	TOTAL OF PAYMENTS
	e 11.610%	  	$	1,712.50	  	$	29,750.00	  	$	31,462.50

 e means estimate 
 COLLATERAL: UCC - Financing Statement Collateral. 
 TRANSACTION NUMBER: 52398 
  

			
	NOTICE:	  	This Loan Request Summary is for informational purposes only and does not obligate Lender in any way to make this loan or any other loan to Borrower. The fees and charges listed above are
estimates only; and, if a loan is made, different or additional fees and charges may be imposed.










 

 
 PROMISSORY NOTE 
  

															
	Principal	  	Loan Date	  	Maturity	  	Loan No	  	Call / Coll	  	Account	  	Officer	  	Initials
	$30,000.00	  	11-17-2005	  	11-17-2006	  	7010052211	  	24/21D	  	00000000074018	  	TEB	  	
	  
 References in the shaded area are for Lender’s use only and do not limit the
applicability of this document to any particular
loan or item. Any item above containing ***** has been omitted due to text length limitations.


  

							
	Borrower:	  	Thanksgiving Coffee Company, Inc.	  	Lender:	  	Savings Bank of Mendocino County
		  	PO BOX 1918	  		  	Main Office
		  	FORT BRAGG, CA 95437	  		  	PO BOX 3600
		  		  		  	200 N SCHOOL ST
		  		  		  	UKIAH, CA 95482

  

											
	 Principal Amount:
	  	$30,000.00	  	 Initial Rate:
	  	9.750%	  	 Date of Note:
	  	 November 17, 2005


 PROMISE TO PAY. Thanksgiving Coffee Company, Inc. (“Borrower”) promises to pay to Savings Bank of
Mendocino County (“Lender”), or order, in lawful money of the United States of America, the principal amount of Thirty Thousand & 00/100 Dollars ($30,000.00) or so much as may be outstanding, together with interest on the unpaid
outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. 
 PAYMENT.
Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on November 17, 2006. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date,
beginning December 1, 2005, with all subsequent interest payments to be due on the same day of each month after that, Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid Interest; then to
principal; and then to any late charges. Interest on this Note is computed on a 365/365 simple interest basis; that is, by applying the ratio of the annual interest rate over the number of days in a year (366 during leap years), multiplied by the
outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing. 
 VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an index which is the Savings Bank of Mendocino
County’s Base Commercial Rate (the “Index”). The index is not necessarily the lowest rate charged by Lender on its loans and is set by Lender in its sole discretion. If the index becomes unavailable during the term of this loan,
Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current index rate upon Borrower’s request. The interest rate change will not occur more often than each FIRST AND FIFTEENTH OF THE MONTH. Borrower
understands that Lender may make loans based on other rates as well. The index currently is 7.000% per annum. The interest rate to be applied to the unpaid principal balance of this Note will be at a rate of 2.750 percentage points over the
index, resulting in an initial rate of 9.760% per annum. Notwithstanding the foregoing, the variable interest rate or rates provided for in this Note will be subject to the following minimum and maximum rates. NOTICE; Under no circumstances
will the interest rate on this Note be less than 7.750% per annum or more than the maximum rate allowed by applicable law. 
 PREPAYMENT.
Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law.
Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make
payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked “paid in full”, “without recourse’, or similar language. If Borrower sends such
a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender All written communications concerning disputed amounts, including any check or
other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to;
Savings Bank of Mendocino County, Main Office, PO BOX 3600, 200 N SCHOOL ST, UKIAH, CA 95482. 
 LATE CHARGE. If a payment is 10 days or more late,
Borrower will be charged $10.00. 
 INTEREST AFTER DEFAULT. Upon default, the total sum due under this Note will bear interest at the interest rate on
this Note. 
 DEFAULT. Each of the following shall constitute an event of default (“Event of Default”) under this Note:

 Payment Default. Borrower falls to make any payment when due under this Note. 
 Other Defaults. Borrower falls to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of
the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. 
 False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Note or the related documents is false or misleading in any material
respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. 
 Insolvency. The
dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor
workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. 
 Creditor or Forfeiture
Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan.
This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim
which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount
determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. 
 Events Affecting Guarantor. Any
of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this
Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor’s estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so,
cure any Event of Default. 









					
		 	PROMISSORY NOTE	 	
	Loan No: 7010052211	 	(Continued)	 	Page 2

  

 Change in Ownership. Any change in ownership of twenty-five percent (25%) or more of the
common stock of Borrower. 
 Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender
believes the prospect of payment or performance of this Note is impaired. 
 Cure Provisions. If any default, other than a default in
payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of
such default: (1) cures the default within fifteen (15) days; or (2) If the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender’s sole discretion to be sufficient to cure the
default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. 
 LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. 
 EXPENSES. If Lender institutes any suit or action to enforce any of the terms of this Note, Lender shall be entitled to recover such sum as the court may adjudge
reasonable. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender’s opinion are necessary at any time for the protection of its interest or the enforcement of
its rights shall become a part of the loan payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under
applicable law. Lender’s expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals, to the extent permitted by applicable law. Borrower also will pay any court costs, in addition
to all other sums provided by law. 
 GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by
federal law, the laws of the State of California without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of California. 
 CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of MENDOCINO County, State of California. 
 DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $10.00. If Borrower makes a payment on Borrower’s loan and the check or preauthorized charge with
which Borrower pays is later dishonored. 
 LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note, as well as
directions for payment from Borrower’s accounts, may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable for
all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower’s accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by
endorsements on this Note or by Lender’s internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note if; (A) Borrower or any guarantor is in default under the terms of this Note or
any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or
otherwise attempts to limit, modify or revoke such guarantor’s guarantee of this Note or any other loan with Lender; or (D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender.

 ADDITIONAL PROVISIONS. THIS NOTE IS SECURED BY A COMMERCIAL SECURITY AGREEMENT DATED 11/19/2004. 
 DISPUTE RESOLUTION. Borrower and Lender desire to resolve quickly and efficiently any disputes that might arise between them. For any controversy, claim or judicial
action arising from or relating to this Note or any related agreement, transaction or conduct, whether sounding in contract, tort or otherwise: 
 Judicial Reference. Where an action is pending before a court of any judicial district of the State of California, Borrower and Lender shall each have the right to require that all questions of fact or law be submitted to general
reference pursuant to California Code of Civil Procedure Section 638 et seq., and any successor statutes thereto. 
 (1) A single referee
who is a retired superior court judge shall be appointed by the court pursuant to Code of Civil Procedure 640 and shall preside over the reference proceeding. If Borrower and Lender do not agree upon the referee, each of them may submit to the court
up to three nominees who are retired superior court judges. 
 (2) If Borrower and Lender do not agree on how the payment of the referee’s fees
and expenses will be shared, the court may apportion such fees and expenses between Borrower and Lender in a fair and reasonable manner that is consistent with Code of Civil Procedure Section 645.1. 
 (3) Borrower and Lender shall be entitled to discovery, and the referee shall oversee discovery and may enforce all discovery orders in the same manner as any trial
court judge. 
 (4) The referee’s statement of decision shall contain written findings of fact and conclusions of law, and the court shall enter
judgment thereon pursuant to Code of Civil Procedure Sections 644(a) and 645. The decision of the referee shall then be appealable as if made by the court. 
 No provision of this section shall limit the right of any party to exercise self-help remedies, to foreclose against or sell any real or personal property collateral or to obtain provisional or ancillary remedies, such as injunctive
relief or appointment of a receiver, from a court of competent jurisdiction before, after, or during the pendency of any reference proceeding. The exercise of a remedy does not waive the right of either party to resort to reference. 

Jury Trial Waiver. In any action pending before any court of any jurisdiction, Borrower waives, and Lender shall not have, any right to a jury
trial. 
 ATTORNEYS’ FEES. In any action arising from or relating to this Note and subject to any limits under applicable law, the prevailing
party shall be entitled to reasonable attorneys’ fees in accordance with California Civil Code Section 1717. Whether or not an action is involved, the expenses of Lender described in the paragraph of this Note titled “Expenses”
include, without limitation, attorneys’ fees incurred by Lender. 
 AMENDMENT TO PROMISSORY NOTES - RECOURSE AGAINST
GENERAL PARTNERS OR JOINT VENTURERS. 
 PARTNERSHIP OR JOINT VENTURER BORROWER. If Borrower is a partnership or joint venture, each of the general
partners or joint venturers will be jointly and severally liable with Borrower under this Note and any related agreements and Lender may proceed against any or all of the general partners or joint venturers with regard to such liability without
proceeding against the assets of Borrower or any of Borrower’s other general partners or joint venturers 
 SUCCESSOR INTERESTS. The terms of
this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. 
 NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a
consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address. Savings Bank of Mendocino County 200 N SCHOOL ST UKIAH, CA 95482. 











					
		 	PROMISSORY NOTE	 	
	Loan No: 7010052211	 	(Continued)	 	Page 3

  

 GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without
losing them. Borrower and any other person who signs, guarantees or endorsee this Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, and notice of dishonor. Upon any change in the terms
of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend
(repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security interest in the collateral; and take any other action deemed necessary by Lender
without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint
and several. 
 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.
BORROWER AGREES TO THE TERMS OF THE NOTE. 
 BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. 
 BORROWER: 
  

									
	 THANKSGIVING COFFEE COMPANY, INC.
	 		 	
					
	 By:
	 	 COPY
	 		 	 By:
	 	 COPY

		 	 Joan Katzeff, President of Thanksgiving Coffee
 Company, Inc.
	 		 		 	 Paul Katzeff, Secretary of Thanksgiving Coffee
 Company, Inc.


 Illegible 









 

 
 COMMERCIAL GUARANTY 
  

															
	 Principal
	 	 Loan Date
	 	 Maturity
	 	 Loan No
	 	 Call / Call
 34/210
	 	 Amount
 00000000111484
	 	 Officer
 TEB
	 	 Initials

	  
 References in the shaded area are for Lender’s
use only and do not limit the applicability of this document to any particular loan or Item. Any item above containing ***** has been omitted due to text length limitations.


  

							
	Borrower:	  	 Thanksgiving Coffee Company, Inc.
 PO BOX
1918
 FORT BRAGG, CA 95437
	  	Lender:	  	 Savings Bank of Mendocino County
 Main
Office
 PO BOX 3600
 200 N SCHOOL ST

UKIAH, CA 95482

	Guarantor:	  	 Katzeff Family Trust dated 11/5/1995
 43876
ROAD 409
 MENDOCINO, CA 95460
	  		  	

 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration. Guarantor absolutely and
unconditionally guarantees full and punctual payment and satisfaction of the indebtedness of Borrower to Lender, and the performance and discharge of all Borrower’s obligations under the Note and the Related Documents. This is a guaranty of
payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender’s remedies against anyone else obligated to pay the indebtedness or against any collateral securing
the indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or
counterclaim, and will otherwise perform Borrower’s obligations under the Note and Related Documents. 
 INDEBTEDNESS. The word
“Indebtedness” as used in the Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by
law, permissible fees, arising from any and all debts, liabilities and obligations that Borrower individually or collectively or interchangeably with others, owes or will owe Lender under the Note and Related Documents and any renewals, extensions,
modifications, refinancings, consolidations and substitutions of the Note and Related Documents. 
 The above limitation on liability is not a restriction on
the amount of the Note of Borrower to Lender either in the aggregate 
 or at any one time. If Lender presently holds one or more guaranties, or hereafter
receives additional guaranties from Guarantor, Lender’s rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties.
Guarantor’s liability will be Guarantor’s aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. 
 CONTINUING GUARANTY. THIS GUARANTY ENCOMPASSES A LINE OF CREDIT AND GUARANTOR UNDERSTANDS AND AGREES THAT THIS GUARANTY SHALL BE OPEN AND CONTINUOUS UNTIL THE INDEBTEDNESS IS PAID IN FULL AND THE LENDER DECLARES THAT THE LINE OF
CREDIT IS FULLY SATISFIED, PERFORMED AND TERMINATED. 
 DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the
necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the indebtedness shall have been fully and finally paid and satisfied and all of Guarantor’s other obligations under
this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or
more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. This Guaranty covers a revolving line of credit and it is specifically anticipated that fluctuations will occur in the aggregate amount of the
indebtedness. Guarantor specifically acknowledges and agrees that fluctuations in the amount of the indebtedness, even to zero dollars ($0.00), shall not constitute a termination of this Guaranty. Guarantor’s liability under this Guaranty shall
terminate only upon (A) termination in writing by Borrower and Lender of the line of credit, (B) payment of the indebtedness in full in legal tender, and (C) payment in full in legal tender of all of Guarantor’s other obligations
under this Guaranty. 
 GUARANTOR’S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening
Guarantor’s liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to
Borrower; (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, subordinate, 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 Borrower’s sureties, endorsers, or other guarantors on
any terms or in any manner Lender 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 nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the
indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. 
 GUARANTOR’S REPRESENTATIONS AND WARRANTIES. Guarantor
represents and warrants to Lender 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 Borrower’s
request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other
instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor, (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign,
encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein: (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form
acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s
financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no
event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending
or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding
Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which 










					
		 	COMMERCIAL GUARANTY	 	
	Loan No: 7010052211	 	(Continued)	 	Page 2

  

 
(including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the
creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’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. Lender shall have no obligation to disclose to Guarantor any
information or documents acquired by Lender in the course of its relationship with Borrower. 
 GUARANTOR’S WAIVERS. Except as prohibited by
applicable law, Guarantor waives any right to require Lender to (A) make any presentment, protest, demand, or notice of any kind, including notice of change of any terms of repayment of the indebtedness, default by Borrower or any other
guarantor or surety, any action or nonaction taken by Borrower, Lender, or any other guarantor or surety of Borrower, or the creation of new or additional indebtedness; (B) proceed against any person, including Borrower, before proceeding
against Guarantor; (C) proceed against any collateral for the indebtedness, including Borrower’s collateral, before proceeding against Guarantor; (D) apply any payments or proceeds received against the indebtedness in any order;
(E) give notice of the terms, time, and place of any sale of the collateral pursuant to the Uniform Commercial Code or any other law governing such sale; (F) disclose any information about the indebtedness, the Borrower, the collateral, or
any other guarantor or surety, or about any action or nonaction of Lender; or (G) pursue any remedy or course of action in Lender’s power whatsoever. 
 Guarantor also waives any and all rights or defenses arising by reason of (H) any disability or other defense of Borrower, any other guarantor or surety or any other person; (I) the cessation from any cause whatsoever, other than
payment in full, of the indebtedness; (J) the application of proceeds of the indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor and Lender; (K) any act of omission or commission by Lender
which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor or surety, or the indebtedness, or the loss or release of any collateral by operation of law or otherwise; (L) any statute of limitations
in any action under this Guaranty or on the indebtedness; or (M) any modification or change in terms of the indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of the
indebtedness is due and any change in the interest rate. 
 Guarantor waives all rights and any defenses arising out of an election of remedies by Lender
even though that the election of remedies, such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against Borrower by operation of
Section 580d of the California Code of Civil Procedure or otherwise. 
 Guarantor waives all rights and defenses that Guarantor may have because
Borrower’s obligation is secured by real property. This means among other things: (1) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower. (2) If Lender forecloses on
any real property collateral pledged by Borrower: (a) the amount of Borrower’s obligation may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price.
(b) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and
defenses Guarantor may have because Borrower’s obligation is secured by real property. These rights and defenses include, but are not limited to, any rights and defenses based upon Section 580a, 580b, 580d, or 726 of the Code of Civil
Procedure. 
 Guarantor understands and agrees that the foregoing waivers are unconditional and irrevocable waivers of substantive rights and defenses to
which Guarantor might otherwise be entitled under state and federal law. The rights and defenses waived include, without limitation, those provided by California laws of suretyship and guaranty, anti-deficiency laws, and the Uniform Commercial Code.
Guarantor acknowledges that Guarantor has provided these waivers of rights and defenses with the intention that they be fully relied upon by Lender. Guarantor further understands and agrees that this Guaranty is a separate and independent contract
between Guarantor and Lender, given for full and ample consideration, and is enforceable on its own terms. Until all of the indebtedness is paid in full. Guarantor waives any right to enforce any remedy Guarantor may have against the Borrower or any
other guarantor, surety, or other person, and further, Guarantor waives any right to participate in any collateral for the indebtedness now or hereafter held by Lender. 
 In addition to the waivers set forth herein, if now or hereafter Borrower is or shall become insolvent and the indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower,
Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and Lender’s and Borrower’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by
subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. 
 GUARANTOR’S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor’s full
knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public policy. 
 SUBORDINATION OF BORROWER’S DEBTS TO GUARANTOR. Guarantor
agrees that the indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly
subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through
bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by
Lender to the indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only
for the purpose of assuring to Lender full payment in legal tender of the indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend
that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute
documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. 
 MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: 
 Amendments. This
Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing
and signed by the party or parties sought to be charged or bound by the alteration or amendment. 
 Expenses. If Lender institutes any
suit or action to enforce any of the terms of this Guaranty, Lender shall be entitled to recover such sum as the court may adjudge reasonable. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable
expenses Lender incurs that in Lender’s opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the indebtedness payable on demand and shall bear interest at the Note rate
from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender’s expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, to the extent permitted by applicable law. Guarantor also will pay any court costs, in addition to all other sums provided by law. 

Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the
provisions of this Guaranty. 











					
		 	COMMERCIAL GUARANTY	 	
	Loan No: 7010052211	 	(Continued)	 	Page 3

  

 Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender’s request to
submit to the jurisdiction of the courts of MENDOCINO County, State of California. 
 Integration. Guarantor further agrees that
Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor’s attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor’s intentions and parol
evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender’s attorneys’ fees) suffered or incurred by Lender as a
result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. 
 Interpretation. In all
cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower
named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words “Borrower” and “Guarantor’ respectively shall mean all and any one or more of them. The words “Guarantor,”
“Borrower,” and “Lender” include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that
the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or
Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting
or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. 
 Notices. Any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required
by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this
Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Guarantor agrees
to keep Lender informed at all times of Guarantor’s current address. Unless otherwise provided or required by law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors.

 No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such, waiver is given in
writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a
waiver of Lender’s right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of
Lender’s rights or of any of Guarantor’s obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing
consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. 
 Successors and Assigns. Subject to any limitations stated in this Guaranty on transfer of Guarantor’s interest, this Guaranty shall be binding upon and inure to the benefit of the parties, their
successors and assigns. 
 DISPUTE RESOLUTION. Guarantor and Lender desire to resolve quickly and efficiently any disputes that might arise between them.
For any controversy, claim or judicial action arising from or relating to this Guaranty, any Related Documents or any related transaction or conduct, whether sounding in contract, tort or otherwise; 
 Judicial Reference. Where an action is pending before a court of any judicial district of the State of California. Guarantor and Lender shall each
have the right to require that all questions of fact or law be submitted to general reference pursuant to California Code of Civil Procedure Section 638 et seq., and any successor statutes thereto. 
 (1) A single referee who is a retired superior court judge shall be appointed by the court pursuant to Code of Civil Procedure 640 and shall preside over the
reference proceeding. If Guarantor and Lender do not agree upon the referee, each of them may submit to the court up to three nominees who are retired superior court judges. 
 (2) If Guarantor and Lender do not agree on how the payment of the referee’s fees and expenses will be shared, the court may apportion such fees and expenses between Guarantor and Lender in a fair and
reasonable manner that is consistent with Code of Civil Procedure Section 645.1. 
 (3) Guarantor and Lender shall be entitled to discovery, and
the referee shall oversee discovery and may enforce all discovery orders in the same manner as any trial court judge. 
 (4) The referee’s
statement of decision shall contain written findings of fact and conclusions of law, and the court shall enter judgment thereon pursuant to Code of Civil Procedure Sections 644(a) and 645. The decision of the referee shall then be appealable as if
made by the court. 
 No provision of this section shall limit the right of any party to exercise self-help remedies, to foreclose against or sell any
real or personal property collateral or to obtain provisional or ancillary remedies, such as injunctive relief or appointment of a receiver, from a court of competent jurisdiction before, after, or during the pendency of any reference proceeding.
The exercise of a remedy does not waive the right of either party to resort to reference. 
 Jury Trial Waiver. In any action pending
before any court of any jurisdiction, Guarantor waives, and Lender shall not have, any right to a jury trial. 
 ATTORNEYS’ FEES. In
any action arising from or relating to this Guaranty and subject to any limits under applicable law, the prevailing party shall be entitled to reasonable attorneys’ fees in accordance with California Civil Code Section 1717. Whether or not
an action is involved, the expenses of Lender described in the paragraph of this Guaranty titled “Expenses” include, without limitation, attorneys’ fees incurred by Lender. 
 DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the
contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: 
 Borrower. The word “Borrower” means Thanksgiving Coffee Company, Inc. and includes all co-signers and co-makers signing the Note and all their successors and assigns. 
 Guarantor. The word “Guarantor” means everyone signing this Guaranty, including without limitation Katzeff Family Trust dated
11/5/1995 and in each case, any signer’s successors and assigns. 
 Guaranty. The word “Guaranty” means this
guaranty from Guarantor to Lender. 
 Indebtedness. The word “Indebtedness” means Borrower’s indebtedness to
Lender as more particularly described in this Guaranty. 











					
		 	COMMERCIAL GUARANTY	 	
	Loan No: 7010052211	 	(Continued)	 	Page 4

  

 Lender. The word “Lender” means Savings Bank of Mendocino County, its successors and
assigns. 
 Note. The word “Note” means the promissory note dated November 17, 2005, in the original principal amount of
$30,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. 
 Related Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental agreements,
guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. 
 EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS
GUARANTY IS EFFECTIVE UPON GUARANTOR’S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED “DURATION OF GUARANTY”. NO FORMAL ACCEPTANCE
BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED NOVEMBER 17, 2005. 
  

									
	GUARANTOR:	 		 	
			
	KATZEFF FAMILY TRUST DATED 11/5/1995	 		 	
					
	By:	 	    COPY	 		 	By:	 	    COPY
		 	 Paul Katzeff, Trustee of Katzeff Family Trust dated
 11/5/1995
	 		 		 	 Joan Katzeff, Trustee of Katzeff Family Trust dated
 11/5/1995


 Illegible 









 

 
 A Full Service Commercial Bank 
 COMMERCIAL GUARANTY 
  

															
	 Principal
	  	Loan Date	  	Maturity	  	Loan No	  	 Call / Coll
 24 / 210
	  	 Account
 00000000038479
	  	 Officer
 TEB
	  	 Initials

	  
 References in the shaded area are for Lender’s
use only and do not limit the applicability of this document to any particular loan or item. Any item above containing ***** has been omitted due to text length limitations.


  

							
	Borrower:	  	 Thanksgiving Coffee Company, Inc.
 PO BOX
1918
 FORT BRAGG, CA 95437
	  	Lender:	  	 Savings Bank of Mendocino County
 Main
Office
 PO BOX 3600
 200 N SCHOOL ST

UKIAH, CA 95482

	Guarantor:	  	 Paul Katzeff
 43876 ROAD 409
 MENDOCINO, CA 95460
	  		  	

 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and
unconditionally guarantees full and punctual payment and satisfaction of the indebtedness of Borrower to Lender, and the performance and discharge of all Borrower’s obligations under the Note and the Related Documents. This is a guaranty of
payment and performance and not of collection, so lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender’s remedies against anyone else obligated to pay the indebtedness or against any collateral securing
the indebtedness, this Guaranty or any other guaranty of the indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or
counterclaim, and will otherwise perform Borrower’s obligations under the Note and Related Documents. 
 INDEBTEDNESS. The word
“Indebtedness” as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by
law, permissible fees, arising from any and all debts, liabilities and obligations that Borrower individually or collectively or interchangeably with others, owes or will owe Lender under the Note and Related Documents and any renewals, extensions,
modifications, refinancings, consolidations and substitutions of the Note and Related Documents. 
 The above limitation on liability is not a restriction on
the amount of the Note of Borrower to Lender either in the aggregate or at any one time. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender’s rights under all guaranties shall be
cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor’s liability will be Guarantor’s aggregate liability under the terms of this Guaranty and any
such other unterminated guaranties. 
 CONTINUING GUARANTY. THIS GUARANTY ENCOMPASSES A LINE OF CREDIT AND GUARANTOR UNDERSTANDS AND AGREES THAT THIS
GUARANTY SHALL BE OPEN AND CONTINUOUS UNTIL THE INDEBTEDNESS IS PAID IN FULL AND THE LENDER DECLARES THAT THE LINE OF CREDIT IS FULLY SATISFIED, PERFORMED AND TERMINATED. 
 DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until
all the indebtedness shall have been fully and finally paid and satisfied and all of Guarantor’s other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the
indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. This Guaranty covers a
revolving line of credit and it is specifically anticipated that fluctuations will occur in the aggregate amount of the indebtedness. Guarantor specifically acknowledges and agrees that fluctuations in the amount of the indebtedness, even to zero
dollars ($0.00). shall not constitute a termination of this Guaranty. Guarantor’s liability under this Guaranty shall terminate only upon (A) termination in writing by Borrower and Lender of the line of credit, (B) payment of the indebtedness
in full in legal tender, and (C) payment in full in legal tender of all of Guarantor’s other obligations under this Guaranty. 
 OBLIGATIONS OF
MARRIED PERSONS. Any married person who signs this Guaranty hereby expressly agrees that recourse under this Guaranty may be had against both his or her separate property and community property. 
 GUARANTOR’S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor’s liability under this
Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (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, subordinate, 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 Borrower’s sureties, endorsers, or other guarantors on any terms or in any manner Lender 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 nonjudicial sale permitted by the terms of the
controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the indebtedness; and (H) to assign or transfer this Guaranty in whole or in
part. 
 GUARANTOR’S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to
enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order
applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any
interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which
will be provided to Lender is and will be true and correct in an material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in
Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim,
investigation, administrative proceeding or similar action 












					
		 	COMMERCIAL GUARANTY	 	
	Loan No: 7010052211	 	(Continued)	 	Page 2

  

 
(including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the
creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’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, Lender shall have no obligation to disclose to Guarantor any
information or documents acquired by Lender in the course of its relationship with Borrower. 
 GUARANTOR’S WAIVERS. Except as prohibited by
applicable law, Guarantor waives any right to require Lender to (A) make any presentment, protest, demand, or notice of any kind, including notice of change of any terms of repayment of the indebtedness, default by Borrower or any other
guarantor or surety, any action or nonaction taken by Borrower, Lender, or any other guarantor or surety of Borrower, or the creation of new or additional indebtedness; (B) proceed against any person, including Borrower, before proceeding
against Guarantor; (C) proceed against any collateral for the indebtedness, including Borrower’s collateral, before proceeding against Guarantor; (D) apply any payments or proceeds received against the indebtedness in any order;
(E) give notice of the terms, time, and place of any sale of the collateral pursuant to the Uniform Commercial Code or any other law governing such sale; (F) disclose any information about the indebtedness, the Borrower, the collateral, or
any other guarantor or surety, or about any action or nonactlon of Lender; or (G) pursue any remedy or course of action in Lender’s power whatsoever. 
 Guarantor also waives any and all rights or defenses arising by reason of (H) any disability or other defense of Borrower, any other guarantor or surety or any other person; (I) the cessation from any cause whatsoever, other than
payment in full, of the indebtedness; (J) the application of proceeds of the indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor and Lender; (K) any act of omission or commission by Lender
which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor or surety, or the indebtedness, or the loss or release of any collateral by operation of law or otherwise; (L) any statute of limitations
in any action under this Guaranty or on the indebtedness; or (M) any modification or change in terms of the indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of the
indebtedness is due and any change in the interest rate. 
 Guarantor waives all rights and any defenses arising out of an election of remedies by Lender
even though that the election of remedies, such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against Borrower by operation of
Section 580d of the California Code of Civil Procedure or otherwise. 
 Guarantor waives all rights and defenses that Guarantor may have because
Borrower’s obligation is secured by real property. This means among other things: (1) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower. (2) If Lender
forecloses on any real property collateral pledged by Borrower: (a) the amount of Borrower’s obligation may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than
the sale price. (b) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any
rights and defenses Guarantor may have because Borrower’s obligation is secured by real property. These rights and defenses include, but are not limited to, any rights and defenses based upon Section 580a, 580b, 580d, or 726 of the Code of
Civil Procedure. 
 Guarantor understands and agrees that the foregoing waivers are unconditional and irrevocable waivers of substantive rights and defenses
to which Guarantor might otherwise be entitled under state and federal law. The rights and defenses waived include, without limitation, those provided by California laws of suretyship and guaranty, anti-deficiency laws, and the Uniform Commercial
Code. Guarantor acknowledges that Guarantor has provided these waivers of rights and defenses with the intention that they be fully relied upon by Lender. Guarantor further understands and agrees that this Guaranty is a separate and independent
contract between Guarantor and Lender, given for full and ample consideration, and is enforceable on its own terms. Until all of the indebtedness is paid in full, Guarantor waives any right to enforce any remedy Guarantor may have against the
Borrower or any other guarantor, surety, or other person, and further, Guarantor waives any right to participate in any collateral for the indebtedness now or hereafter held by Lender. 
 In addition to the waivers set forth herein, if now or hereafter Borrower is or shall become insolvent and the indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower,
Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and Lender’s and Borrower’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by
subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. 
 GUARANTOR’S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor’s full
knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public policy. 
 SUBORDINATION OF BORROWER’S DEBTS TO GUARANTOR. Guarantor
agrees that the indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly
subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through
bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by
Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only
for the purpose of assuring to Lender full payment in legal tender of the indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend
that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute
documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty.  
 MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: 
 Amendments. This
Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing
and signed by the party or parties sought to be charged or bound by the alteration or amendment. 
 Expenses. If Lender institutes any
suit or action to enforce any of the terms of this Guaranty, Lender shall be entitled to recover such sum as the court may adjudge reasonable. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable
expenses Lender incurs that in Lender’s opinion are necessary at any time for the protection of its interest or the enforcement of its fights shall become a part of the indebtedness payable on demand and shall bear interest at the Note rate
from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law. Lender’s expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services to the extent permitted by applicable law. Guarantor also will pay any court costs, in addition to all other sums provided by law. 

Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the
provisions of this Guaranty. 











					
		 	COMMERCIAL GUARANTY	 	
	Loan No: 7010052211	 	(Continued)	 	Page 3

  

 Governing Law. This Guaranty will be governed by federal law applicable to Lender and,
to the extent not preempted by federal law, the laws of the State of California without regard to its conflicts of law provisions. This Guaranty has been accepted by Lender in the State of California. 
 Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender’s request to submit to the jurisdiction of the courts of MENDOCINO
County, State of California. 
 Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of
this Guaranty; Guarantor has had the opportunity to be advised by Guarantor’s attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor’s intentions and parol evidence is not required to interpret the terms of this
Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender’s attorneys’ fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties,
representations and agreements of this paragraph. 
 Interpretation. In all cases where there is more than one Borrower or
Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is
executed by more than one Guarantor, the words “Borrower” and “Guarantor” respectively shall mean all and any one or more of them. The words “Guarantor,” “Borrower,” and “Lender” include the heirs,
successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced.
Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited
liability companies, or similar entitles, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors partners, managers, or other agents acting or purporting to act on their behalf, and any
indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. 
 Notices. Any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited
with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may
change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Guarantor agrees to keep Lender informed
at all times of Guarantor’s current address. Unless otherwise provided or required by law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. 
 No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and
signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of
Lender’s right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of
Lender’s rights or of any of Guarantor’s obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing
consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. 
 Successors and Assigns. Subject to any limitations stated in this Guaranty on transfer of Guarantor’s interest, this Guaranty shall be binding upon and inure to the benefit of the parties, their
successors and assigns. 
 DISPUTE RESOLUTION. Guarantor and Lender desire to resolve quickly and efficiently any disputes that might arise between them.
For any controversy, claim or judicial action arising from or relating to this Guaranty, any Related Documents or any related transaction or conduct, whether sounding in contract tort or otherwise: 
 Judicial Reference. Where an action is pending before a court of any judicial district of the State of California, Guarantor and Lender shall each
have the right to require that all questions of fact or law be submitted to general reference pursuant to California Code of Civil Procedure Section 638 et seq., and any successor statutes thereto. 
 (1) A single referee who is a retired superior court judge shall be appointed by the court pursuant to Code of Civil Procedure 640 and shall preside over the
reference proceeding. If Guarantor and Lender do not agree upon the referee, each of them may submit to the court up to three nominees who are retired superior court judges. 
 (2) If Guarantor and Lender do not agree on how the payment of the referee’s fees and expenses will be shared, the court may apportion such fees and expenses between Guarantor and Lender in a fair and
reasonable manner that is consistent with Code of Civil Procedure Section 645.1. 
 (3) Guarantor and Lender shall be entitled to discovery, and
the referee shall oversee discovery and may enforce all discovery orders in the same manner as any trial court judge. 
 (4) The referee’s
statement of decision shall contain written findings of fact and conclusions of law, and the court shall enter judgment thereon pursuant to Code of Civil Procedure Sections 644(a) and 646. The decision of the referee shall then be appealable as if
made by the court. 
 No provision of this section shall limit the right of any party to exercise self-help remedies, to foreclose against or sell any
real or personal property collateral or to obtain provisional or ancillary remedies, such as injunctive relief or appointment of a receiver, from a court of competent jurisdiction before, after, or during the pendency of any reference proceeding.
The exercise of a remedy does not waive the right of either party to resort to reference. 
 Jury Trial Waiver. In any action pending
before any court of any jurisdiction, Guarantor waives, and Lender shall not have, any right to a jury trial. 
 ATTORNEYS’ FEES. In
any action arising from or relating to this Guaranty and subject to any limits under applicable law, the prevailing party shall be entitled to reasonable attorneys’ fees. In accordance with California Civil Code Section 1717. Whether or
not an action is involved, the expenses of Lender described in the paragraph of this Guaranty titled “Expenses” include, without limitation, attorneys’ fees incurred by Lender. 
 DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the
contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: 
 Borrower. The word “Borrower” means Thanksgiving Coffee Company, Inc. and includes all co-signers and co-makers signing the Note and all their successors and assigns. 
 Guarantor. The word “Guarantor” means everyone signing this Guaranty, including without limitation Paul Katzeff, and in each case,
any signer’s successors and assigns. 











					
		 	COMMERCIAL GUARANTY	 	
	Loan No: 7010052211	 	(Continued)	 	Page 4

  

 Guaranty. The word “Guaranty” means this guaranty from Guarantor to Lender.

 Indebtedness. The word “Indebtedness” means Borrower’s indebtedness to Lender as more particularly described in this
Guaranty. 
 Lender. The word “Lender” means Savings Bank of Mendocino County, its successors and assigns. 
 Note. The word “Note” means the promissory note dated November 17, 2005, in the original principal amount of $30,000.00 from
Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. 
 Related Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental agreements,
guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the indebtedness. 
 EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS
GUARANTY IS EFFECTIVE UPON GUARANTOR’S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED “DURATION OF GUARANTY”. NO FORMAL ACCEPTANCE
BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED NOVEMBER 17, 2005. 
  

			
	GUARANTOR:
		
	X	 	 COPY

		 	 Paul Katzeff


  

 Illegible 








 

 
 A Full Service Commercial Bank 
 COMMERCIAL GUARANTY 
  

															
	 Principal
	 	 Loan Date
	 	 Maturity
	 	 Loan No
	  	Call / Call
24/210	  	Account
00000000038475	  	Officer
TEB	  	Initials
	  
 References in the shaded area are for Lender’s
use only and do not limit the applicability of this document to any particular loan or item. Any item above containing***** has been omitted due to text length limitations.


  

							
	Borrower:	  	Thanksgiving Coffee Company, Inc.	  	Lender:	  	Savings Bank of Mendocino County
		  	PO BOX 1918	  		  	Main Office
		  	FORT BRAGG, CA 95437	  		  	PO BOX 3600
		  		  		  	200 N SCHOOL ST
		  		  		  	UKIAH, CA 95482
				
	Guarantor:	  	Joan Katzeff	  		  	
		  	43876 ROAD 409	  		  	
		  	MENDOCINO, CA 95460	  		  	

 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and
unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower’s obligations under the Note and the Related Documents. This is a guaranty of
payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender’s remedies against anyone else obligated to pay the indebtedness or against any collateral securing
the indebtedness, this Guaranty or any other guaranty of the indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America. In same-day funds, without set-off or deduction or
counterclaim, and will otherwise perform Borrower’s obligations under the Note and Related Documents. 
 INDEBTEDNESS. The word
“Indebtedness” as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by
law, permissible fees, arising from any and all debts, liabilities and obligations that Borrower individually or collectively or interchangeably with others, owes or will owe Lender under the Note and Related Documents and any renewals, extensions,
modifications, refinancings, consolidations and substitutions of the Note and Related Documents. 
 The above limitation on liability is not a restriction on
the amount of the Note of Borrower to Lender either in the aggregate or at any one time. It Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender’s rights under all guaranties shall be
cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor’s liability will be Guarantor’s aggregate liability under the terms of this Guaranty and any
such other unterminated guaranties. 
 CONTINUING GUARANTY. THIS GUARANTY ENCOMPASSES A LINE OF CREDIT AND GUARANTOR UNDERSTANDS AND AGREES THAT THIS
GUARANTY SHALL BE OPEN AND CONTINUOUS UNTIL THE INDEBTEDNESS IS PAID IN FULL AND THE LENDER DECLARES THAT THE LINE OF CREDIT IS FULLY SATISFIED, PERFORMED AND TERMINATED. 
 DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until
all the indebtedness shall have been fully and finally paid and satisfied and all of Guarantor’s other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the
indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. This Guaranty covers a
revolving line of credit and it is specifically anticipated that fluctuations will occur in the aggregate amount of the indebtedness. Guarantor specifically acknowledges and agrees that fluctuations in the amount of the indebtedness, even to zero
dollars ($0.00), shall not constitute a termination of this Guaranty. Guarantor’s liability under this Guaranty shall terminate only upon (A) termination in writing by Borrower and Lender of the line of credit, (B) payment of the
indebtedness in full in legal tender, and (C) payment in full in legal tender of all of Guarantor’s other obligations under this Guaranty. 
 OBLIGATIONS OF MARRIED PERSONS. Any married person who signs this Guaranty hereby expressly agrees that recourse under this Guaranty may be had against both his or her separate property and community property. 
 GUARANTOR’S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor’s liability under this
Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (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, subordinate, 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 Borrower’s sureties, endorsers, or other guarantors on any terms or in any manner Lender 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 nonjudicial sale
permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine, (G) to sell, transfer, assign or grant participations in all or any part of the indebtedness; and (H) to assign or
transfer this Guaranty in whole or in part. 
 GUARANTOR’S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender 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 Borrower’s request and not at the request of Lender;
(C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a
violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign encumber, hypothecate, transfer, or otherwise dispose of all
or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request. Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which
currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is
provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely effect
Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action 










					
		 	COMMERCIAL GUARANTY	 	
	Loan No: 7010052211	 	(Continued)	 	Page 2

  

 
might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no
obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. 
 GUARANTOR’S
WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (A) make any presontment, protest, demand, or notice of any kind, including notice of change of any terms of repayment of the indebtedness,
default by Borrower or any other guarantor or surety, any action or nonaction taken by Borrower, Lender, or any other guarantor or surety of Borrower, or the creation of new or additional indebtedness; (B) proceed against any person, including
Borrower, before proceeding against Guarantor; (C) proceed against any collateral for the indebtedness, including Borrower’s collateral, before proceeding against Guarantor; (D) apply any payments or proceeds received against the
indebtedness in any order; (E) give notice of the terms, time, and place of any sale of the collateral pursuant to the Uniform Commercial Code or any other law governing such sale, (F) disclose any information about the indebtedness, the
Borrower, the collateral, or any other guarantor or surety, or about any action or nonaction of Lender, or (G) pursue any remedy or course of action in Lender’s power whatsoever. 
 Guarantor also waives any and all rights or defenses arising by reason of (H) any disability or other defense of Borrower, any other guarantor or surety or any
other person; (I) the cessation from any cause whatsoever, other than payment in full, of the indebtedness; (J) the application of proceeds of the indebtedness by Borrower for purposes other than the purposes understood and intended by
Guarantor and Lender; (K) any act of omission or commission by Lender which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor or surety, or the indebtedness, or the loss or release of any
collateral by operation of law or otherwise, (L) any statute of limitations in any action under this Guaranty or on the indebtedness; or (M) any modification or change in terms of the indebtedness, whatsoever, including without limitation,
the renewal, extension, acceleration, or other change in the time payment of the indebtedness is due and any change in the interest rate. 
 Guarantor waives
all rights and any defenses arising out of an election of remedies by Lender even though that the election of remedies, such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s rights of
subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise. 
 Guarantor waives
all rights and defenses that Guarantor may have because Borrower’s obligation is secured by real property. This means among other things. (1) Lender may collect from Guarantor without first foreclosing on any real or personal property
collateral pledged by Borrower (2) If Lender forecloses on any real property collateral pledged by Borrower; (a) the amount of Borrower’s obligation may be reduced only by the price for which the collateral is sold at the foreclosure
sale, even if the collateral is worth more than the sale price. (b) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is
an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower’s obligation is secured by real property. These rights and defenses include, but are not limited to, any rights and defenses based upon
Section 580a, 580b, 580d, or 728 of the Code of Civil Procedure. 
 Guarantor understands and agrees that the foregoing waivers are unconditional and
irrevocable waivers of substantive rights and defenses to which Guarantor might otherwise be entitled under state and federal law. The rights and defenses waived include, without limitation, those provided by California laws of suretyship and
guaranty, anti-deficiency laws, and the Uniform Commercial Code. Guarantor acknowledges that Guarantor has provided these waivers of rights and defenses with the intention that they be fully relied upon by Lender. Guarantor further understands and
agrees that this Guaranty is a separate and independent contract between Guarantor and Lender, given for full and ample consideration, and is enforceable on its own terms Until all of the indebtedness is paid in full. Guarantor waives any right to
enforce any remedy Guarantor may have against the Borrower or any other guarantor, surety, or other person, and further. Guarantor waives any right to participate in any collateral for the indebtedness now or hereafter held by Lender. 
 In addition to the waives set forth herein, if now or hereafter Borrower is or shall become insolvent and the indebtedness shall not at all times until paid be fully
secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and Lender’s and Borrower’s respective successors, any claim or right to payment Guarantor may now have or hereafter
have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C section 547(b), or any successor provision of the Federal bankruptcy
laws. 
 GUARANTOR’S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with
Guarantor’s full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or
public policy, such waiver shall be effective only to the extent permitted by law or public policy. 
 SUBORDINATION OF BORROWER’S DEBTS TO
GUARANTOR. Guarantor agrees that the indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor
hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of
Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be
first applied by Lender to the indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall
be effective only for the purpose of assuring to Lender full payment in legal tender of the indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be
marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements
and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. 
 MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty. 
 Amendments. This
Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing
and signed by the party or parties sought to be charged or bound by the alteration or amendment. 
 Expenses. If Lender institutes any
suit or action to enforce any of the terms of this Guaranty, Lender shall be entitled to recover such sum as the court may adjudge reasonable. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable
expenses Lender incurs that in Lenders opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the indebtedness payable on demand and shall bear interest at the Note rate from the
date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law. Lender’s expenses for bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or injunction), appeals, and any anticipated post-judgment collection services, to the extent permitted by applicable law. Guarantor also will pay any court costs. In addition to all other sums provided by law. 
 Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions
of this Guaranty. 
 Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by
federal law, the laws of the State of California without regard to its conflicts of law provisions. This Guaranty has been accepted by Lender in the State of California. 











					
		 	COMMERCIAL GUARANTY	 	
	Loan No: 7010052211	 	(Continued)	 	Page 3

  

 Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the
extent not preempted by federal law, the laws of the State of California without regard to its conflicts of law provisions. This Guaranty has been accepted by Lender in the State of California. 
 Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender’s request to submit to the Jurisdiction of the courts of MENDOCINO
County, State of California. 
 Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this
Guaranty; Guarantor has had the opportunity to be advised by Guarantor’s attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor’s intentions and parol evidence is not required to interpret the terms of this Guaranty.
Guarantor hereby indemnifies and holds Lender harmless from all losses claims, damages and costs (including Lender’s attorneys’ fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations
and agreements of this paragraph. 
 Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words
used in this Guaranty in this singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one
Guarantor, the words “Borrower” and “Guarantor” respectively shall mean all and any one or more of them. The words “Guarantor,” “Borrower,” and “Lender” include the heirs, successors, assigns, and
transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce
the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships limited liability companies, or similar
entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf and any indebtedness made or created in
reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. 
 Notices. Any notice required to be
given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if
mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by
giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor’s current address.
Unless otherwise provided or required by law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. 
 No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by
Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender’s
right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender’s rights or
of any of Guarantor’s obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent
instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. 
 Successors and Assigns. Subject to any limitations stated in this Guaranty on transfer of Guarantor’s interest, this Guaranty shall be binding upon and inure to the benefit of the parties, their Successors and assigns.

 DISPUTE RESOLUTION. Guarantor and Lender desire to resolve quickly and efficiently any disputes that might arise between them. For any controversy,
claim or Judicial action arising from or relating to this Guaranty, any Related Documents or any related transaction or conduct, whether sounding in contract, tort or otherwise: 
 Judicial Reference. Where an action is pending before a court of any Judicial district of the State of California, Guarantor and Lender shall each
have the right to require that all questions of fact or law be submitted to general reference pursuant to California Code of Civil Procedure Section 638 et seq., and any successor statutes thereto. 
 (1) A single referee who is a retired superior court Judge shall be appointed by the court pursuant to Code of Civil Procedure 640 and shall preside over the
reference proceeding. If Guarantor and Lender do not agree upon the referee, each of them may submit to the court up to three nominees who are retired superior court judges. 
 (2) If Guarantor and Lender do not agree on how the payment of the referee’s fees and expenses will be shared, the court may apportion such fees and expenses between Guarantor and Lender in a fair and
reasonable manner that is consistent with code of Civil Procedure Section 645.1. 
 (3) Guarantor and Lender shall be entitled to discovery, and
the referee shall oversee discovery and may enforce all discovery orders in the same manner as any trial court judge. 
 (4) The referee’s
statement of decision shall contain written findings of fact and conclusions of law, and the court shall enter judgment thereon pursuant to Code of Civil Procedure Sections 644(a) and 645. The decision of the referee shall then be appealable as if
made by the court. 
 No provision of this section shall limit the right of any party to exercise self-help remedies, to foreclose against or sell any
real or personal property collateral or to obtain provisional or ancillary remedies, such as injunctive relief or appointment of a receiver, from a court of competent Jurisdiction before, after, or during the pendency of any reference proceeding.
The exercise of a remedy does not waive the right of either party to resort to reference. 
 Jury Trial Waiver. In any action pending
before any court of any jurisdiction, Guarantor waives, and Lender shall not have, any right to a jury trial. 
 ATTORNEYS’ FEES. In any
action arising from or relating to this Guaranty and subject to any limits under applicable law, the prevailing party shall be entitled to reasonable attorneys’ fees in accordance with California Civil Code Section 1717. Whether or not an
action is involved, the expenses of Lender described in the paragraph of this Guaranty titled “Expenses” include, without limitation, attorneys fees incurred by Lender. 
 DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean
amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty
shall have the meanings attributed to such terms in the Uniform Commercial Code: 
 Borrower. The word “Borrower” means
Thanksgiving Coffee Company, Inc. and includes all co-signers and co-makers signing the Note and all their Successors and assigns. 
 Guarantor. The word “Guarantor” means everyone signing this Guaranty, including without limitation Joan Katzeff, and in each case, any signer’s successors and assigns. 











					
		 	COMMERCIAL GUARANTY	 	
	Loan No: 7010052211	 	(Continued)	 	Page 4

  

 Guaranty. The word “Guaranty” means this guaranty from Guarantor to Lender.

 Indebtedness. The word “Indebtedness” means Borrower’s indebtedness to Lender as more particularly described in this
Guaranty. 
 Lender. The word “Lender” means Savings Bank of Mendocino County, its successors and assigns. 
 Note. The word “Note” means the promissory note dated November 17, 2005, in the original principal amount of $30,000.00 from
Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. 
 Related Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental agreements,
guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the indebtedness. 
 EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS
GUARANTY IS EFFECTIVE UPON GUARANTOR’S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED “DURATION OF GUARANTY”. NO FORMAL ACCEPTANCE
BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED NOVEMBER 17, 2005. 
  

			
	GUARANTOR:
		
	 X
	 	 COPY

		 	 Joan Katzeff


  

 Illegible 








 AGREEMENT TO PROVIDE INSURANCE 
  

															
	 Principal
 $30,000.00
	  	 Loan Date
 11-17-2005
	  	 Maturity
 11-17-2006
	  	 Loan No.
 7010052211
	  	 Call / Coll
 24 / 210
	  	 Account
 00000000074018
	  	 Officer
 TEB
	  	Initials
	  
 References in the shaded area are for Lender’s
use only and do not limit the applicability of this document to any particular loan or item. Any item above containing ***** has been omitted due to text length limitations.


  

							
	Grantor:	  	Thanksgiving Coffee Company, Inc.	  	Lender:	  	Savings Bank of Mendocino County
		  	PO BOX 1918	  		  	Main Office
		  	FORT BRAGG, CA 95437	  		  	PO BOX 3600
		  		  		  	200 N SCHOOL ST
		  		  		  	UKIAH, CA 95482

 INSURANCE REQUIREMENTS. Grantor, Thanksgiving Coffee Company, Inc. (“Grantor”), understands that
insurance coverage is required in connection with the extending of a loan or the providing of other financial accommodations to Grantor by Lender. These requirements are set forth in the security documents for the loan. The following minimum
Insurance coverages must be provided on the following described collateral (the “Collateral”): 
  

			
	Collateral:	  	 Commercial Security Agreement dated 11/19/2004 (covering all inventory, chattel paper, accounts, equipment and general
Intangibles).
 Type: All risks, including fire, theft and liability.
 Amount: Full insurable Value. 
 Basis: Replacement value. 
 Endorsements: Lender loss payable clause with stipulation that coverage will not be cancelled or diminished without a minimum of 10 days prior written notice to
Lender. 
 Latest Delivery Date: By the loan closing date.



 INSURANCE COMPANY. Grantor may obtain Insurance from any insurance company Grantor may choose that is
reasonably acceptable to Lender. Grantor understands that credit may not be denied solely because Insurance was not purchased through Lender. 
 FAILURE
TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on the latest delivery date stated above, proof of the required insurance as provided above, with an effective date of November 17, 2005, or earlier. Grantor acknowledges and agrees
that if Grantor falls to provide any required insurance or fails to continue such Insurance in force, Lender may do so at Grantor’s expense as provided in the applicable security document The cost of any such Insurance, at the option of Lender,
shall be added to the indebtedness as provided in the security document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE. THE INSURANCE WILL PROVIDE LIMITED PROTECTION AGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT
EQUAL TO THE LESSER OF (1) THE UNPAID BALANCE OF THE DEBT, EXCLUDING ANY UNEARNED FINANCE CHARGES, OR (2) THE VALUE OF THE COLLATERAL; HOWEVER, GRANTOR’S EQUITY IN THE COLLATERAL MAY NOT BE INSURED. IN ADDITION, THE INSURANCE MAY NOT
PROVIDE ANY PUBLIC LIABILITY OR PROPERTY DAMAGE INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY FINANCIAL RESPONSIBILITY LAWS. 
 AUTHORIZATION.
For purposes of insurance coverage on the Collateral, Grantor authorizes Lender to provide to any person (including any insurance agent or company) all information Lender deems appropriate, whether regarding the Collateral, the loan or other
financial accommodations, or both. 
 GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS TERMS.
THIS AGREEMENT IS DATED NOVEMBER 17, 2005. 
  

									
	GRANTOR:	 		 	
			
	THANKSGIVING COFFEE COMPANY, INC.	 		 	
					
	By:	 	COPY	 		 	By:	 	COPY
		 	 Joan Katzeff, President or Thanksgiving Coffee
 Company, Inc.
	 		 		 	 Paul Katzeff, Secretary of Thanksgiving Coffee
 Company, Inc.


  

			
	 FOR LENDER USE ONLY
 INSURANCE VERIFICATION

	DATE:  _________________________	  	PHONE  _________________________
	___________________________________	  	
	AGENT’S NAME:  ________________________________________	  	
	AGENCY:  ______________________________________________________	  	
	INSURANCE COMPANY:  _________________________________________________	  	
	POLICY NUMBER:	  	
	EFFECTIVE DATES:  ___________________________________________________________________________________________
	___________________________________________________________________________________________________________
	COMMENTS:  _______________________________________________________________________________________________
	___________________________________________________________________________________________________________