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HomeMy WebLinkAbout0047 1:9 ~ . is willing to construct such addition to the Company's plant in St. Lucie County, Florida, and finance the c~st of same by issuing its $1,000,000 St. Lucie County Industrial Development Revenue Bonds (TreeSweet Products Co. Project) Series 1972 (here- inafter called the "Bonds") if Di Ciorgio will unconditionally guarantee the covenants, agreements and contracts of the Company to the Issuer in'regard to the bond issue; and WHEREAS, the Issuer, the Company and Barnett Bank of Jacksonville, National Association, a national banking organi- zation having its principal office in the City of Jacksonville, Florida (hereinafter called the "Trustee") have entered into or will, prior to the issuance of the Bonds, enter into an Installment Purchase Trust Agreement (hereinafter called the "Agreement")~to secure the repayment of the Bonds; and WHEREAS, the Board of Directors of Di Giorgio have, by resolution duly adopted in accordance with the Charter and By-Laws of Di Giorgio, authorized the appropriate officers _ of Di Giorgio to enter into this Unconditional Guaranty in favor of the Issuer; NOW, THEREFORE, in consideration of the premises, of the promise of the Issuer to issue the Bonds, of the execution of the Agreement by the Issuer, the Company and the Trustee, and of the sum of Ten Dollars ($10.00) to Di Giorgio in hand paid by the Issuer, the receipt of which is hereby acknowledged, - and in order to more fully secure the performance of all the duties and obligations of the Company to the Issuer under the Agreement, Di Giorgio does hereby promise, covenant and agree as .follows: Section 1. OBLIGATIONS OF GUARANTOR. The Guarantor hereby guarantees to the Issuer the prompt and complete performance by the Company of all the covenants and conditions . ; of and upon the Company as contained in the Agreement, and i the payment of all damages, costs, and reasonable expenses i including attorney's fees which by virtue of the Agreement ; might become recoverable by the Issuer from the Company. Section 2. TERMS OF GUARANTY. This Guaranty shall continue until all the terms of the Agreement have been satis- factorily performed or otherwise discharged by the Company; and the Guarantor shall not be released of its obligations hereunder so long as any claim of the Issuer against the Company arising out of the Agreement is not settled or discharged in full. Section 3. GUARANTY TO SECURE ISSUER. The Guarantor expressly agrees that all the provisions and agreements contained in this Guaranty are for the full benefit and protection of the Issuer under the Agreement with the Company, and that this Guaranty shall always be construed so as to fully preserve and protect the rights of the Issuer under the terms of the Agreement. Section 4. CONSENT TO ACTS OF TRUSTEE AND ISSUER. r~ The Trustee and the Issuer shall have the full right, in ~ their sole discretion to the extent permitted by the Agreement ~ and the Resolution under which the Bonds are issued and without ~ any notice to or consent from the Guarantor, other than such ~ ~ notices required by the Agreement, from time to time and at ~ any time, and without affecting, impairing, or discharging, f ~ in whole or in part, the liability of the Guarantor hereunder: _ ~ 45 a~K 2~3 ~ ~"1'