EXHIBIT 10.86
LEASE GUARANTY
THIS LEASE
GUARANTY (hereinafter referred to as this "Guaranty") is made and
entered into as of this 29 th day of September, 2008, by
and between PREMIERE GLOBAL SERVICES, INC., a Georgia corporation,
having a mailing address at 3280 Peachtree Road, Suite 1000,
Atlanta, GA, 30305, party of the first part (hereinafter referred
to as "Guarantor"), and CORPORATE RIDGE, L.L.C., a Delaware limited
liability company, having a mailing address at c/o Opus Northwest,
L.L.C., 10350 Bren Road West, Minnetonka, Minnesota 55343, Attn:
Mr. John Solberg, party of the second part (hereinafter referred to
as "Landlord");
W I T N E S S E T H :
WHEREAS, on or
about the date hereof, American Teleconferencing Services, Ltd., a
Missouri corporation d/b/a Premiere Global Services, and an
affiliate of Guarantor (hereinafter referred to as "Tenant"), has
executed and delivered to Landlord that certain Office Lease
agreement between Landlord and Tenant dated September 29, 2008
(hereinafter referred to as the "Lease"), pursuant to which Tenant
leases approximately 88,050 rentable square feet of floor area in
the project known as Corporate Ridge Office Park ; and
WHEREAS, Landlord,
as a condition of entering into the Lease, requires that Guarantor
guarantee the payment of the rent owed by Tenant to Landlord
pursuant to the Lease and the payment of all other sums owed by
Tenant and performance of all other obligations of Tenant under the
Lease;
NOW, THEREFORE,
for and in consideration of the mutual covenants and agreements
contained herein, the covenants and agreements set forth in the
Lease and other good valuable consideration, the sufficiency of
which are hereby acknowledged by Guarantor, Guarantor hereby
covenants and agrees with Landlord as follows:
1.
Defined Terms . All terms used but not defined herein shall
have the meanings ascribed thereto in the Lease.
2.
Guaranty of Payment . Guarantor hereby absolutely and
unconditionally guarantees the prompt, complete and full payment,
when due, of all payments of any kind now or hereafter owing by
Tenant under the terms of the Lease, including, without limitation,
Base Monthly Rental, rental adjustments and escalations, and any
other charges or obligations of Tenant under the terms of the
Lease. Guarantor does hereby agree that if the payments required
under the Lease are not paid by Tenant in accordance with the terms
of the Lease, Guarantor will immediately make such payments.
Guarantor further agrees to pay Landlord all expenses (including
attorneys' fees and court costs) paid or incurred by Landlord in
endeavoring to collect any indebtedness or to enforce the covenants
and agreements of Tenant under the Lease or to enforce this
Guaranty. Guarantor agrees that whenever Guarantor shall make any
payment to Landlord or otherwise perform any of the obligations
guaranteed hereunder on account of the liability under this
Guaranty, Guarantor will deliver such payment or tender such
performance to Landlord at the address provided in this Lease or at
such other address as may be required by Landlord and notify
Landlord in writing that such payment is made or performance
tendered under this Guaranty for such purpose. No payment made
hereunder by Guarantor to Landlord shall constitute Guarantor as a
creditor of Landlord.
3.
Guaranty of Performance; Bankruptcy; Discharge; Repayments .
Guarantor hereby absolutely and unconditionally guarantees the
prompt, complete, full and timely performance by Tenant of all of
the covenants and obligations of Tenant under the Lease.
Further, Guarantor
understands and acknowledges that by virtue of this Guaranty, it
has specifically assumed any and all risks of a bankruptcy or
reorganization case or proceeding with respect to Tenant. If claim
is ever made upon Landlord for repayment of any amount or amounts
received by Landlord in payment of the obligations under the Lease
and Landlord repays all or any part of said amount, then,
notwithstanding any revocation or termination of this Guaranty or
the cancellation of the Lease, Guarantor shall be and remain liable
to Landlord for the amount so repaid to the same extent as if such
amount had never originally been received by Landlord.
4.
Benefit of Guaranty . The benefit of this Guaranty shall
automatically pass with a transfer or assignment of the Lease to
any assignee or transferee of Landlord.
5.
Modifications . The provisions of this Guaranty shall remain
in full force and effect, shall not be impaired by, and shall
extend and be applicable to all renewals, amendments, extensions
and modifications of the Lease, and/or any or all combinations
thereof, and to any expansion of the Premises leased pursuant to
the Lease, and all references herein to the Lease shall be deemed
to include any renewals, extensions, amendments or modifications
thereof, as well as any and all obligations of Tenant incurred in
connection with any expansions of the Premises leased thereby.
Guarantor hereby consents and agrees that Landlord may, at any time
and from time to time, without notice to or further consent from
Guarantor, either with or without consideration, make such
renewals, amendments, extensions or modifications of the Lease,
including, without limitation, expansions of the Premises leased
thereby. Further, The provisions of this Guaranty shall remain in
full force and effect, shall not be affected or impaired by any
release or discharge of the Tenant from its liability under the
Lease or any assignment or other transfer of the Lease or this
Guaranty in whole or in part.
6.
Waiver . Guarantor hereby waives and agrees not to assert or
take advantage of (a) the defense of the statute of limitations in
any action hereunder or for the collection of the rentals or other
indebtedness hereby guaranteed or the performance of any obligation
hereby guaranteed; (b) any defense that may arise by reason of the
incapacity, lack of authority, death or disability of Tenant or any
other person or entity, or the failure of Landlord to file or
enforce a claim against the estate (either in administration,
bankruptcy, or any other proceeding) of Tenant or any other person
or entity; (c) any defense based on the failure of Landlord to give
notice of the existence, creation or incurring of any new or
additional rentals or other indebtedness or obligation (whether by
expansion of the Premises or otherwise) or of renewal, amendment,
extension or modification of the Lease or any existing obligation
under the Lease or of any action or non-action on the part of any
other person whomsoever, in connection with any obligation hereby
guaranteed; (d) any defense based upon an election of remedies by
Landlord which destroys or otherwise impairs any subrogation rights
of Guarantor or the right of Guarantor to proceed against Tenant
for reimbursement, or both; (e) any defense based upon failure of
Landlord to commence an action against Tenant; (f) any duty on the
part of Landlord to disclose to Guarantor any facts it may now or
hereafter know regarding Tenant; (g) acceptance or notice of
acceptance of this Guaranty by Landlord; (h) notice of presentment
and demand for payment of any of the rentals or other indebtedness
hereby guaranteed or performance of any of the obligations hereby
guaranteed; (i) protest and notice of dishonor or of default to
Guarantor or to any other party with respect to the rentals or
other indebtedness hereby guaranteed or performance of any
obligations hereby guaranteed; (j) any and all other notices
whatsoever to which Guarantor might otherwise be entitled; (k) any
defense based on lack of due diligence by Landlord in collection of
any payments required under the Lease; (l) notice of any and all
proceedings to collect amounts due under the Lease or the taking of
any action with reference to the Lease or to any liability under
this Guaranty; and (m) any other legal or equitable defenses
whatsoever to which Guarantor might otherwise be
entitled.
Guarantor further
waives any and all homestead and exemption rights which it may have
under or by virtue of the Constitution or the laws of the United
States of America or of any State thereof as against this Guaranty,
any renewal hereof, or any indebtedness represented or guaranteed
hereby, and does transfer, convey and assign to Landlord a
sufficient amount of such homestead or exemption as may be allowed,
including such homestead or exemption as may be set apart in
bankruptcy, to pay al
