COMMUNITY REDEVELOPMENT
AUTHORITY
VILLAGE OF JACKSON, NEBRASKA
TAX INCREMENT REVENUE
BONDS
(SIOUXLAND ETHANOL, LLC
PROJECT)
This
Guaranty Agreement is dated September 28, 2006 (the
“Guaranty”), from Siouxland Ethanol, LLC
(“Guarantor”), to Wells Fargo Bank, National
Association, as trustee (“Trustee”) for holders
(“Holders”) of Community Redevelopment Authority of the
Village of Jackson, Nebraska’s (“Authority”) Tax
Increment Revenue Bonds, Taxable Series 2006A (Siouxland
Ethanol, LLC Project) (the “Bonds”).
WHEREAS,
prior to, or contemporaneously with, the execution and delivery of
this Guaranty, the Authority has entered into a Redevelopment
Contract, dated July 20, 2006 (the “Agreement”)
with Guarantor under which Authority issued the Bonds and has
granted funds to Guarantor to construct a project located in
Jackson, Nebraska (“the Project”); and
WHEREAS,
for the purpose of providing security for the payment of the Bonds
and certain obligations created pursuant to the Agreement,
Guarantor hereby agrees to guarantee the prompt and punctual
payment of the Bonds and other sums, as more fully set forth
herein; and
NOW,
THEREFORE, in consideration of the foregoing, the Guarantor hereby
covenants and agrees as follows:
REPRESENTATIONS AND WARRANTIES OF
GUARANTOR
Guarantor
hereby represents and warrants as follows:
(a) Guarantor
is duly organized, validly existing and in good standing under the
laws of the State of Nebraska, is authorized to do business in the
State of Nebraska, has the powers and legal authority to own the
property and assets, to carry on its business as now being
conducted by it and to execute, deliver and perform this
Guaranty.
(b) Any
officers or other persons or agents Guarantor executing this
Guaranty have been duly authorized to execute and deliver this
Guaranty and the execution, delivery and performance of this
Guaranty and the consummation of the transactions herein
contemplated have been duly authorized by all requisite action on
the part of the Guarantor and will not violate any provision of
law, any order of any court or other agency of government or the
documents governing the Guarantor, or any indenture, agreement or
other instrument to which the Guarantor is a party or by which it
or any of its property is bound, or be in conflict with or result
in a breach of or constitute (with due notice and/or lapse of time)
a default under any such indenture, agreement or other
instrument.
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(c) All
necessary authorizations, approvals, consents and other orders of
any governmental authority or agency for the execution and delivery
by Guarantor of this Guaranty have been obtained and are in full
force and effect and all such authorizations, approvals, consents,
permits and licenses required as of the date hereof for the
performance by Guarantor of their obligations hereunder have been
obtained and are in full force and effect.
Section 2.1.
The Guaranty.
(a) Guarantor
hereby guarantees to the Holders full and prompt payment of
principal, premium, if any and interest, if any, on the Bonds when
due, whether at maturity, upon acceleration, or
otherwise.
(b) Guarantor
further agrees that its undertakings in subsection (a) of this
Article of this Guaranty constitute an absolute, unconditional,
present and continuing guaranty of payment and not of collection,
and waives any right to require that any resort be had by the
Holder against the Authority or to any security held by the
Authority.
(c) If
default shall be made in payment of principal, premium, if any, or
interest, if any, on any Bond when and as the same shall become
due, whether at the stated maturity thereof, by acceleration or
otherwise, Guarantor, upon demand by the Holder, without notice
other than such demand and without the necessity of further action,
as the case may be, will promptly and fully make such payments no
later than 12 noon central time on the third Business Day next
following the date such demand is given. Such payment shall be made
to the Trustee as trustee for the Holders. Guarantor will pay all
reasonable costs and expenses, including attorneys’ fees,
paid or incurred by Holder in connection with the enforcement of
the obligations of Guarantor under this Guaranty. All payments by
Guarantor shall be made in any coin or currency of the United
States of America which on the respective dates of payment thereof
is legal tender for the payment of public and private debts. Each
default in payment shall give rise to a separate cause of action
hereunder, and separate demands and suits may be brought hereunder
as each cause of action arises.
Section 2.2.
Absolute and Unconditional Guaranty.
The
obligations of Guarantor under this Guaranty shall be absolute and
unconditional and shall remain in full force and effect until the
entire amount payable on the Bonds shall have been paid in full or
provided for, and to the extent permitted by law, such obligations
shall not be affected, modified, released, or impaired by any state
of facts or the happening from time to time of any event including,
without limitation, any of the following, whether or not with
notice to, or the consent of Guarantor:
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(a) any
present or future law or order of any government (de jure or
de facto) or of any agency thereof purporting to reduce,
amend or otherwise affect the foregoing or any other obligation of
Guarantor or to vary any terms of payment;
(b) the
failure to give notice to Guarantor of the occurrence of any Event
of Default under the terms and provisions of this Guaranty or the
Bonds as set forth therein;
(c) the
waiver of the payment, performance or observance by the Guarantor
of any of the obligations, conditions, covenants or agreements of
any or all of them contained in this Guaranty or in the
Bonds;
(d) the
receipt and acceptance of notes, check
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