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December 9th, 2003
GUARANTY OF PAYMENT
This Guaranty ("Guaranty") is made by Bart Blatstein, an
individual, having an address of 1201 Rock
Creek Road, Gladwyn, Pennsylvania
19035 ("Guarantor") in favor of
Cedar-Columbus LLC ("Cedar GP"), CSC-Columbus
LLC ("Cedar LP") and Cedar Lender LLC
("Cedar Lender") (Cedar GP, Cedar LP and
Cedar Lender, collectively, the "Cedar
Group").
RECITALS
A.
Welsh-Square, Inc., a Pennsylvania corporation ("WSI"),
Indenture of Trust of Bart Blatstein dated
as of June 9, 1998 ("1998 Trust") and
Irrevocable Indenture of Trust of Barton
Blatstein dated July 13, 1999 ("1999
Trust") (WSI, 1998 Trust and 1999 Trust,
collectively, the "Existing Owners")
and Cedar LP are parties to that certain
Recapitalization Agreement, dated as of
October 2, 2003, as amended by that certain
Amendment to Recapitalization
Agreement, dated November 3, 2003, and that
certain Second Amendment to
Recapitalization Agreement, dated December
9, 2003 (collectively, the
"Agreement"). Capitalized terms used herein
and not specifically defined herein
shall have the respective meanings ascribed
to those terms in the Agreement.
B. Pursuant
to the terms of the Agreement, it is a
condition to the Closing that this Guaranty
be executed and delivered by
Guarantor, and, in order to induce the
Cedar LP to enter into the Agreement,
which Cedar LP would not do but for the
execution and delivery of this Guaranty,
Guarantor has agreed to indemnify the Cedar
Group in accordance with the terms
of this Agreement.
C. Guarantor
has a direct financial interest in the
consummation of the transactions
contemplated by the Agreement.
AGREEMENTS
NOW, THEREFORE, intending to be legally bound, Guarantor, in
consideration of the matters described in
the foregoing Recitals, which Recitals
are incorporated herein and made a part
hereof, and for other good and valuable
consideration, the receipt and sufficiency
of which are acknowledged, hereby
covenants and agrees for the benefit of the
Cedar Group as follows:
1. Terms of
Guaranty
(a)
Guarantor absolutely, unconditionally and irrevocably
guarantees to the Cedar Group the prompt
and unconditional payment of any and
all liabilities, obligations, debts,
damages, losses, costs, expenses, fines,
penalties, charges, fees, judgments of
whatever kind or nature (including but
not limited to reasonable attorneys' fees
and other costs of defense) arising or
resulting directly or indirectly from (i)
the Partnership's inability to redeem
the Preferred Interest in accordance with
the provisions of the Amended and
Restated Agreement of Limited Partnership
of Delaware 1851 Associates, LP, a
Pennsylvania limited partnership (the
"Partnership
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Agreement"), or (ii) the failure by the
Existing Owners to make required
payments of interest and/or principal under
the Owners Loan, in either case due
to:
(i)
a petition or application to any tribunal by
either or both of the Existing Owners for the appointment of a
trustee
or receiver of the
business, estate or assets or of any substantial
portion of the business, estate or assets of either or both of
the
Existing Owners;
(ii) the
commencement of any proceedings by either or
both of
the Existing Owners under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction, whether now or hereafter in
effect;
(iii) the filing
of any petition or application
described in clause (i) above;
(iv) an
involuntary bankruptcy or insolvency
proceeding relating to either or both of the Existing Owners (A)
which
is commenced by any party directly or indirectly controlling,
controlled
by or under common control with either or both of the Existing
Owners
(which shall include, but not be limited to, any creditor or
claimant
acting in concert with either or both of the Existing Owners) or
(B) in
which any party directly or indirectly controlling, controlled by
or
under common control with either or both of the Existing Owners
(which
shall include, but not be limited to, any creditor or claimant
acting in
concert with either or both of the Existing Owners) objects to a
motion
by the Cedar Group, or any member thereof, for relief from any stay
or
injunction from any remedial action permitted under law or
equity;
(v)
the entering of any order appointing any trustee
or receiver described in clause (i) above, or declaring either or
both
of the Existing Owners bankrupt or insolvent, or approving the
petition
in any such proceedings; or
(vi) an
assignment for the benefit of creditors by
either or both of the Existing Owners;
(the obligations set forth in this Section 1(a) are
collectively
referred to herein as the
"Obligations").
(b)
The obligations, covenants, agreements and duties of
Guarantor under this Guaranty shall in no
way be affected or impaired by reason
of the occurrence, from time to time, of
any of the following with respect to
the Agreement, the Partnership Agreement,
this Guaranty or any other documents
entered into in connection with the
transactions contemplated by the Agreement
(collectively, the "Documents"), even
though notice with regard to the following
may not have been given to, or received by,
Guarantor, or the further consent of
Guarantor with regard to the following may
not have been obtained:
2
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(i)
The waiver of the performance or observance by
either or both
of the Existing Owners or Guarantor of any agreement,
covenant, term or condition to be performed or observed by it;
(ii) The
extension of the time for the payment of any
sums owing or payable under the Documents or the time for the
performance of any other obligation under or arising out of or
on
account of the Documents;
(iii) The
supplementing, modification or amendment
(whether material or otherwise) of any of the Documents or any of
the
obligations of either or both of the Existing Owners or Guarantor,
as
applicable, set forth in any of the Documents;
(iv) Any
failure, omission, delay or lack on the part
of the Cedar Group, or any member thereof, to enforce, assert
or
exercise any right, power or remedy conferred on such person in or
by
virtue of any of the Documents, or any action on the part of any of
the
Cedar Group granting indulgence or extension in any form;
(v)
Any payment made on the Obligations, whether
made by either or both of the Existing Owners, Guarantor or any
other
person, which is required to be refunded pursuant to any bankruptcy
or
insolvency law; it being understood that no payment so refunded
shall be
considered as a payment of any portion of the Obligations, nor
shall it
have the effect of reducing the liability of Guarantor
hereunder;
(vi) The
death of Guarantor; or
(vii) The
release of either or both of the Existing
Owners from the performance or observance of any of the
agreements,
covenants, terms or conditions contained in any of the Documents
by
operation of law or otherwise.
(c)
Guarantor hereby waives diligence and all demands,
protests, presentments and notices of every
kind and nature, including, but not
limited to, notices of presentment, demand
for payment or performance, protest,
notice of default or nonpayment, notice of
dishonor, notice of protest and
notic
