|
<PAGE>
Exhibit 10.18
PERSONAL GUARANTY AGREEMENT
This Guaranty Agreement (the "Guaranty") is made by Robert M.
Worsley and
Christi M. Worsley, husband and wife (collectively "Guarantor"),
jointly and
severally, in favor of Salt River Project Agricultural
Improvement and Power
District ("Creditor").
WHEREAS, concurrently with the execution and delivery of this
Guaranty,
Snow Flake White Mountain Power, LLC ("Debtor"), and Creditor
are entering into
a Second Amended and Restated Renewable Energy Purchase and Sale
Agreement dated
August 18, 2006 for the purchase of electric power (the
"Transaction"); and
WHEREAS, Guarantor is principal of Debtor, and Guarantor expect
to benefit
as a result of Creditor entering into the Transaction; and
WHEREAS, Guarantor is entering into this Guaranty as an
inducement to
Creditor to enter into the Transaction, with knowledge that
Creditor will rely
hereon.
NOW, THEREFORE, in consideration of the premises and other good
and
valuable consideration, the adequacy, receipt and sufficiency of
which are
hereby acknowledged, Guarantor hereby agree as follows:
1. GUARANTY. Guarantor hereby unconditionally, irrevocably,
continuously,
and absolutely guarantees the following (collectively, the
"Guaranteed
Obligations"): the punctual payment when due of all sums of
money (including any
damages) owed by Debtor to Creditor pursuant to the Transaction
and, except to
the extent specifically provided herein or in the Transaction,
in no event shall
Guarantor be subject hereunder to any other damages, including,
without
limitation, consequential, exemplary, equitable, punitive and
tort damages,
costs and expenses or loss of profits.
2. GUARANTY ABSOLUTE. The liability of Guarantor under this
Guaranty shall
be absolute, continuous, and unconditional irrespective of:
(a) any lack of validity or enforceability of or defect or
deficiency
in the Transaction or any other documents executed in
connection
with the Transaction;
(b) any modification, extension or waiver of any of the terms of
the
Transaction;
(c) any change in the time, manner, terms or place of payment of
or
in any other term of, all or any of the Guaranteed
Obligations,
or any other amendment or waiver of or any consent to
departure
from any agreement or instrument executed in connection
therewith;
(d) any sale, exchange, release or non-perfection of any
property
standing as security for the liabilities hereby guaranteed or
any
liabilities incurred directly or indirectly hereunder or any
setoff against any of said liabilities,
<PAGE>
or any release or amendment or waiver of or consent to
departure
from any other guaranty, for all or any of the Guaranteed
Obligations;
(e) except as to applicable statutes of limitation, failure,
omission, delay, waiver or refusal by Creditor to exercise,
in
whole or in part, any right or remedy held by Creditor with
respect to the Transaction;
(f) any change in the existence, structure or ownership of
Debtor, or
any insolvency, bankruptcy, reorganization or other similar
proceeding affecting Debtor or its assets; or
(g) any other circumstance that might otherwise constitute a
defense
available to, or a discharge of, Debtor or any other
individual,
partnership, joint venture, corporation, association, trust
or
other enterprise that is a party to any agreement or
instrument
(including any guarantor) in respect of the Guaranteed
Obligations, other than payment in full of the Guaranteed
Obligations.
3. OBLIGATIONS SEVERAL. This is a guaranty of payment and not
of
collection. The obligations of the Guarantor hereunder are
several from the
Debtor or any other person, and are primary obligations
concerning which the
Guarantor is the principal obligors. There are no conditions
precedent to the
enforcement of this Guaranty, except as expressly contained
herein, It shall not
be necessary for Creditor, in order to enforce payment by
Guarantor under this
Guaranty, to show any proof of Debtor's default, to exhaust its
remedies against
Debtor, any other guarantor, or any other person liable for the
payment or
performance of the Guaranteed Obligations. Creditor shall not be
required to
mitigate damages or take any other action to reduce, collect, or
enforce the
Guaranteed Obligations other than under Section 9 hereof.
4. OBLIGATIONS CONTINUING. This Guaranty shall continue to be
effective or
be reinstated, as the case may be, if at any time any payment of
any of the
Guaranteed Obligations are annulled, set aside, invalidated,
declared to be
fraudulent or preferential, rescinded or must otherwise be
returned, refunded or
repaid by Creditor upon the insolvency, bankruptcy, dissolution,
liquidation or
reorganization of Debtor or any other guarantor, or upon or as a
result of the
appointment of a receiver, intervener or conservator of, or
trustee or similar
officer for, Debtor or any other guarantor or any substantial
part of its
property or otherwise, all as though such payment or payments
had not been made.
5. WAIVER. Guarantor hereby waives:
(a) A.R.S. 12-1641 et seq
(b) notice of acceptance of this Guaranty, of the creation
or
existence of any of the Guaranteed Obligations and of any
action
by Creditor in reliance hereon or in connection herewith;
(c) except as expressly set forth herein, presentment, demand
for
payment, notice of dishonor or nonpayment, protest and notice
of
protest with respect to the Guaranteed Obligations; and
<PAGE>
(d) any requirement that suit be brought against, or any other
action
by Creditor be taken against, or any notice of default or
other
notice be given to, or any demand be made on, Debtor or any
other
person, or that any other action be taken or not taken as a
condition to Guarantor's liability for the Guaranteed
Obligations
under this Guaranty or as a condition to the enforcement of
this
Guaranty against Guarantors.
6. EXPENSES. Notwithstanding and in addition to the limit on
Guarantor's
liability hereunder set forth in Section 1, Guarantor agrees to
pay on demand
any and all costs, including reasonable legal fees, and other
expenses incurred
by Creditor in enforcing Guarantor's obligations under this
Guaranty; provided
that the Guarantor shall not be liable for any expenses of
Creditor if no
payment under this Guaranty is due.
7. SUBROGATION. Guarantor shall be subrogated to all rights of
Creditor
against Debtor in respect of any amounts paid by Guarantor
pursuant to the
Guaranty, provided that
| 
