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HomeMy WebLinkAboutCorporate Guaranty Agreement CORPORATE GUARANTY AGREEMENT THIS GUARANTY AGREEMENT is made and entered into as of this 10th day of March, 1995 (the "Guaranty") by and Between ZAIDAN HOLDINGS INC. a Canadian corporation (the "Guarantor"), and the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF COLUMBIA HEIGHTS (the "Authority"). WITNESSETH: A. The Authority, the City of Columbia Heights (the "City") and the Guarantor have entered into that certain Purchase and Property Tax Agreement dated as of November 23, 1994 (the "Agreement"). B. Pursuant to the Agreement, the Authority agreed to convey certain property ("Property") described in the Agreement to the Guarantor in consideration, in part, of execution by the Guarantor of a promissory Note of even date herewith in the amount of $1 ,015 ,099 (the "Note") and a Subordinated Mortgage of even date herewith (the "Mortgage"), and certain other covenants set forth in the Agreement. C. In accordance with the Agreement, the Guarantor has assigned its rights and obligations under the Agreement, in part, to Mobilia, Ltd. , a Delaware corporation ("Mobilia"), pursuant to that certain Purchase Agreement between Mobilia and Zaidan of even date herewith (the "Purchase Agreement"). Under the Purchase Agreement Guarantor has assigned to Mobilia the right to receive the deed for the Property from the HRA and the corresponding obligation to execute the Mortgage. The Guarantor has executed the Note and remains the obligor thereunder. D. In accordance with the Agreement, it is a condition precedent to the Authority's conveyance of the Property to Mobilia that the Guarantor shall have executed and delivered this Guaranty. NOW, THEREFORE, in consideration of the premises and to induce the Authority to convey the Property in accordance with the Agreement, the Guarantor hereby agrees as follows: Section 1. Guaranty. The Guarantor hereby unconditionally guarantees the punctual payment and performance when due of any payments or contractual obligations of Mobilia now or hereafter existing under any provision of the Agreement, the Mortgage, the Management Agreement for Parking Facilities and Lease of the Plaza Property by and between the authority and Terry Evenson, dated July 20, 1982, as modified by any subsequent instrument, and the Agreement Between the City of Columbia Heights and Zaidan Holdings Inc. for the Operation of the Parking Ramp dated as of June 30, 1988, as modified by any subsequent instrument, whether for principal, interest, fees, expenses, damages or performance of any action or obligation (such obligations being the "Obligations"), and agrees to pay any and all expenses incurred by the Authority or City in enforcing any rights under this Guaranty. Section 2. Guaranty Absolute. The Guarantor unconditionally guarantees that the Obligations will be paid or performed strictly in accordance with the terms of the Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the City with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute and unconditional irrespective of: BJB7BOOO CL160-70 1 (i) Mortgage, any lack of validity or enforceability of the Agreement, the the Note, or any other agreement or instrument relating thereto; (ii) any c~ange in the time, manner or place of payment or performance of, or In any other term of, all or any of the Obligations or any other amendment or waiver of or any consent to departure from the Agreement or any other agreement or instrument relating thereto; (iii) any exchange, release or non-perfection of any collateral or any release or amendment or waiver of or consent to departure from any other guaranty for all or any of the Obligations; or ' (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Mobilia in respect of the Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by the Authority or City upon the insolvency, bankruptcy or reorganization of Mobilia or otherwise, all as though such payment had not been made. Section 3. Waiver. The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations and this Guaranty and any requirement that the Authority or City protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against Mobilia or any other person or entity, including, without limitation, any other Guarantor or any collateral. Section 4. Subrogation. The Guarantor shall not exercise any rights which it may acquire by way of subrogation under this Guaranty, by any payment or performance made hereunder or otherwise, until all the Obligations shall have been paid or performed in full. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all the Obligations shall not have been paid in full, such amount shall be held in trust for the benefit of the City and Authority and shall forthwith be paid to the City and the Authority to be credited and applied upon the Obligations, whether matured or unmatured. If (i) the Guarantor shall make payment to the City or Authority of all or any part of the Obligations, or perform all or any part of the Obligations and (ii) all the Obligations shall be paid or performed in full, the City and Authority will, at the Guarantor's request, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations resulting from such payment or performance by the Guarantor. Section 5. Representations and Warranties. The Guarantor hereby represents and warrants that: (a) it is a corporation duly organized and in good standing under the laws of the Canada, is not in violation of any provisions of its articles of incorporation, bylaws or the laws of the Canada or the State, is duly authorized to transact business in the State, has full power and authority to enter into and perform its obligations under this Guaranty and has duly authorized the execution, delivery and performance of this Guaranty by proper action of its directors; and (b) the execution and delivery and compliance with the terms hereof shall not contravene or constitute a default under any indenture, commitment, agreement or other instrument to which the Guarantor is bound or any judgment, order or decree to which it is subject. 8JB78000 CL160-70 2 . Section 6. Amendments. Etc.. No amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor herefrom shall in any event be effective unless the same shall be in writing and signed by the Authority and the City, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Section 7. Addresses for Notices. All notices and other communications provided for hereunder shall be in writing (including telegraphic communication) and, if to the Guarantor, mailed or telegraphed or delivered to it, addressed to the Guarantor at Box 77, Suite 315, 175 East 5th Street, St. Paul, MN 55101; if to the Authority, mailed or delivered to it, addressed to the Authority at 590 NE 40th A venue, Columbia Heights, MN 55421, or as to each party as such other address as shall be designated by such party in a written notice to the other party. All such notices and other communications shall, when mailed or telegraphed, respectively, be effective when deposited in the mails or delivered to the telegraph company, respectively, addressed as aforesaid. Section 8. No Waiver; Remedies. No failure on the part of the Authority or City to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Section 9. Continuinl1: Guaranty. This Guaranty is a continuing guaranty and shall: (i) remain in full force and effect until payment and performance in full of the Obligations and all other amounts payable under this Guaranty; (ii) be binding upon the Guarantor, its successors, transferees and assigns; and (ill) inure to the benefit of and be enforceable by the Authority and its successors, transferees and assigns. Section 10. Governinl1: Law; Severability. This Guaranty shall be governed by, and construed in accordance with, the laws of the State of Minnesota. If any provision of this Guaranty shall be held to be invalid by any court of competent jurisdiction, the invalidity of such provision shall not affect any of the remaining provisions. Section 11. Counterparts. This Guaranty may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the appropriate representatives of the parties hereto have caused this Guaranty to be duly executed and delivered as of the date first above written. GUARANTOR ZAIDAN HOLDINGS, INC. BY/'~-'" t~7 .. Its \ '~<l~~' [ ( t. I t(.. ;' / it', .>'_'.('"'1:" .. M~ V i '.--- SJB7BOOO CL160-70 3 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF COLUMBIA HEIGHTS By )) (7 Jttwfr~ 9, Its ChaJif' {I -tflr2/~d~'fL Its Executive Director By SJB78000 CL160-70 4