EXHIBIT 10.55(a)
GUARANTY AGREEMENT
This GUARANTY AGREEMENT
(the “Guaranty”) is made effective as of the 22
nd day of January, 2003 by General Electric
Company , a corporation duly organized and existing under the
laws of New York, with its head office located at 3135 Easton
Turnpike Fairfield, Connecticut 06431 (herein called
“Guarantor”) for the benefit of Midland Cogeneration
Venture Limited Partnership a Michigan limited partnership, with
its office located at 100 Progress Place, Midland, Michigan 48640
(herein called “MCV”). (MCV and Guarantor are
individually referred to herein as a “Party” and
collectively as the “Parties.”)
RECITALS
WHEREAS
, General Electric International,
Inc., a corporation duly organized and existing under the laws of
Delaware, with its head office situated at 4200 Wildwood Parkway,
Atlanta, GA 30339 (herein called “Subsidiary”); is a
wholly owned subsidiary of Guarantor.
WHEREAS,
MCV and Subsidiary have entered into
a Maintenance Services And Parts Agreement, dated
December 31st, 2002 (herein the “Agreement”) with
respect to certain equipment at the MCV facility.
WHEREAS,
under the terms of the Agreement,
Subsidiary is obligated to provide MCV with this
Guaranty.
WHEREAS,
Guarantor has agreed to provide this
Guaranty as provided herein.
NOW, THEREFORE
, in consideration of the premises
and mutual covenants set forth herein, the Parties hereto agree as
follows:
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1.
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Guarantor
hereby absolutely, irrevocably and unconditionally guarantees to
MCV the prompt return and payment of the principle amount and
interest in the cash collateral account, in whole and/or in part
when the same is due as set forth in Article 5.8 of the
Agreement in the event Subsidiary fails, refuses or is otherwise
unable or unwilling to return/pay the principle amount and
interest, or any part thereof, in the cash collateral account when
the same is due as set forth in said Article 5.8 or Subsidiary
becomes insolvent, bankrupt, reorganized, or makes a general
assignment or arrangement with or for the benefit of creditors or
otherwise is unable or unwilling to perform its financial
obligations to MCV therein (hereinafter, collectively, “the
Obligation”).
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2.
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This is a
guaranty of payment only. Guarantor retains all of the same legal
defenses available to Subsidiary with regard to the return/payment
of the principal amount and interest in the cash collateral account
provided in the Agreement except any defense based upon the
bankruptcy, insolvency, reorganization,
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assignment for
the benefit of creditors or similar right, law, or the application
thereof, affecting Subsidiary.
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3.
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Guarantor
hereby consents and agrees that, without notice to or subsequent
consent by Guarantor and without affecting or impairing the
Obligation of Guarantor as he
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