Exhibit 10.5
[x12052413500700.gif]
Continuing Guaranty
The undersigned (hereinafter sometimes referred to as "Guarantor," which term
means individually, collectively, and interchangeably any, each and/or all of
them) hereby gives to HANCOCK BANK, a Mississippi state chartered bank, with an
office located at 100 Second Avenue North, Suite 200, St. Petersburg, Florida
33701 ("Bank"), this Continuing Guaranty (this "Guaranty") for the purpose of
guarantying the obligations of UNILENS CORP. USA, a Delaware corporation and
UNILENS VISION SCIENCES, INC., a Delaware corporation (hereinafter collectively
referred to as "Borrower").
Guarantor agrees as follows:
1.
GUARANTEED OBLIGATIONS.
GUARANTOR JOINTLY, SEVERALLY AND
UNCONDITIONALLY GUARANTEES TO BANK THE PROMPT PAYMENT IN FULL OF ALL OBLIGATIONS
AND LIABILITIES OF BORROWER TO BANK, DIRECT OR CONTINGENT, DUE OR TO BECOME DUE,
NOW EXISTING OR HEREAFTER ARISING, INCLUDING, WITHOUT LIMITATION, ALL FUTURE
ADVANCES, WITH INTEREST, ATTORNEYS' FEES, EXPENSES OF COLLECTION AND COSTS, AND
FURTHER INCLUDING, WITHOUT LIMITATION, OBLIGATIONS TO BANK ON PROMISSORY NOTES,
CHECKS, OVERDRAFTS, LETTER-OF-CREDIT AGREEMENTS, LOAN AGREEMENTS, SECURITY
DOCUMENTS, ENDORSEMENTS, CONTINUING GUARANTIES,
AND AGREEMENTS WITH RESPECT TO
ANY SWAP, FORWARD, FUTURE, OR DERIVATIVE TRANSACTION OR OPTION OR SIMILAR
AGREEMENT INVOLVING, OR SETTLED BY REFERENCE TO, ONE OR MORE INTEREST RATES,
CURRENCIES, COMMODITIES, EQUITY OR DEBT INSTRUMENTS OR SECURITIES, OR ECONOMIC,
FINANCIAL OR PRICING INDICES OR MEASURES OF ECONOMIC, FINANCIAL OR PRICING RISK
OR VALUE (COLLECTIVELY, THE "OBLIGATIONS").
SUCH OBLIGATIONS SHALL BE DEEMED TO
INCLUDE ALL OF BORROWER'S PAYMENT OBLIGATIONS, WARRANTIES, REPRESENTATIONS,
PERFORMANCE OBLIGATIONS, DUTIES AND COVENANTS UNDER EACH OF THE INSTRUMENTS
EVIDENCING THE OBLIGATIONS. PARTIES OBLIGATED ON THE OBLIGATIONS ARE REFERRED TO
HEREIN AS "OBLIGOR," WHICH TERM MEANS INDIVIDUALLY, COLLECTIVELY, AND
INTERCHANGEABLY ANY, EACH AND/OR ALL OF THEM.
2.
AGREEMENT TO BE BOUND BY OTHER LOAN DOCUMENTS.
GUARANTOR
SHALL BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF ANY NOTES, AGREEMENTS, OR
OTHER OBLIGATIONS IN FAVOR OF BANK SIGNED OR INCURRED BY BORROWER.
3.
RIGHT OF SETOFF.
TO SECURE THIS GUARANTY, GUARANTOR PLEDGES
TO BANK, AND GRANTS TO BANK A CONTINUING SECURITY INTEREST IN, AND A RIGHT OF
SETOFF AND COMPENSATION AGAINST, ALL PROPERTY OF GUARANTOR OR IN WHICH GUARANTOR
HAS AN INTEREST THAT IS NOW OR HEREAFTER ON DEPOSIT WITH, IN THE POSSESSION OF,
UNDER THE CONTROL OF OR HELD BY BANK, INCLUDING, WITHOUT LIMITATION, ALL CASH,
DEPOSIT ACCOUNTS, FUNDS ON DEPOSIT, STOCKS, BONDS, TREASURY OBLIGATIONS AND
OTHER SECURITIES, INVESTMENT PROPERTY, FINANCIAL ASSETS, SECURITIES ACCOUNTS,
NOTES, DOCUMENTS, INSTRUMENTS, CERTIFICATES OF DEPOSIT, ITEMS, CHATTEL PAPER,
AND OTHER PROPERTY (EXCEPT IRA, PENSION, AND OTHER TAX-DEFERRED RETIREMENT
ACCOUNTS), TOGETHER WITH ALL PROPERTY ADDED TO OR SUBSTITUTED FOR ANY OF THE
FOREGOING, AND ALL INTEREST, DIVIDENDS, INCOME, FRUITS, ACCESSIONS AND PROCEEDS
OF ANY OF THE FOREGOING.
THE TERMS "DEPOSIT ACCOUNTS," "INSTRUMENTS,"
"INVESTMENT PROPERTY," "DOCUMENTS," "CHATTEL PAPER," "SECURITIES ACCOUNTS,"
"FINANCIAL ASSETS" AND "PROCEEDS" SHALL HAVE THE MEANINGS PROVIDED IN THE
FLORIDA UNIFORM COMMERCIAL CODE, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.
4.
FINANCIAL STATEMENTS AND REPORTING.
GUARANTOR COVENANTS AND
AGREES THAT, AS LONG AS THE OBLIGATIONS OR ANY PART THEREOF IS OUTSTANDING:
(A)
GUARANTOR WILL FURNISH TO