EXHIBIT 10.14
GUARANTY AGREEMENT
The undersigned, XXXXXXX X. XXXXXXX ("Guarantor"), for the purpose of
inducing FAIRE PARTNERS, LLC, a limited liability company organized and existing
under the laws of the State of Texas ("Landlord") to execute that certain
Amendment of Lease Agreement between Landlord and RENAISSANCE ENTERTAINMENT
CORPORATION, a corporation organized and existing under the laws of the State of
Colorado ("Tenant") pursuant to the terms of which $15,000.00 of the rent
otherwise due and owing each month during the period of time between December 1,
1999 and May 31, 2000 shall be deferred (aggregating $90,000.00) and which is to
subsequently be repaid by increasing the monthly rent by $15,000.00 per month
during the period of time between June 1, 2000 and November 30, 2000 and
recognizing that Guarantor has benefitted or shall benefit, directly or
indirectly, by such rent deferral and that but for this Guaranty Agreement such
rent deferral would not be agreed to by Landlord, Guarantor hereby irrevocably,
absolutely and unconditionally guarantees the payment to Landlord of the
$90,000.00 rent to be deferred in accordance with the terms of the Amendment of
Lease Agreement and all costs, attorneys' fees and expenses incurred or expended
by Landlord in collecting the rent deferred in accordance with the terms of the
Amendment of Lease Agreement (collectively, the "Obligation").
1. PRIMARY LIABILITY. Guarantor shall be liable as a primary obligor for
the payment and performance of the Obligation.
2. PAYMENT. In each event whenever any part of the Obligation shall become
due and remains unpaid, Guarantor will, on demand, pay the amount due to
Landlord. All amounts becoming payable by Guarantor to Landlord under this
Guaranty Agreement shall be payable at Landlord's principal office in El Paso
County, Texas or such other place as Landlord may from time to time designate.
The payment by Guarantor of any amount pursuant to this Guaranty Agreement shall
not in anywise entitle Guarantor to any right, title or interest (whether by way
of subrogation or otherwise) in and to any of the Obligation, or any security or
collateral therefor, unless and until the full amount owing to Landlord on the
Obligation has been fully paid, but when the same has been fully paid, Guarantor
shall be subrogated as to any payments made by Guarantor to the rights of
Landlord against Tenant.
3. WAIVER OF NOTICE. Guarantor specifically waives any notice of acceptance
of this Guaranty by Landlord and of the creation, advancement, existence,
extension, renewal, modification, consolidation, or rearrangement from time to
time of the Obligation, or any indulgence from time to time with respect to the
Obligation, or any part thereof. Landlord additionally waives grace, demand,
protest, presentment and notice of demand, protest, presentment and dishonor
with respect to the Obligation, notice of intent to accelerate, notice of
acceleration and notice of disposition of collateral and waives notice of the
amount of the Obligation outstanding at any time, and agrees that the maturity
of the Obligation, or any part thereof, may be accelerated, extended, modified,
amended or renewed from time to time, or any other indulgence may be granted
with respect thereto by Landlord at its will or as may be agreed by Tenant
without notice to or further consent by Guarantor, at any time or times.
4. RIGHTS OF LANDLORD.
a. Guarantor agrees that no release of Tenant, any co-guarantor, or of
any other person primarily or secondarily liable on the Obligation, or any
part thereof shall in any manner impair, diminish or affect the liability
of Guarantor or the rights of Landlord hereunder.
b. Guarantor specifically agrees that it shall not be necessary or
required, and that Guarantor shall not be entitled to require, that
Landlord mitigate damages, or file suit or proceed to obtain or assert a
claim for personal judgment against Tenant for the Obligation, or make any
effort at collection of the Obligation from Tenant, or foreclose against or
seek to realize upon any security or collateral now or hereafter existing
for the Obligation, or file suit or proceed to obtain or assert a claim for
personal judgment against any other party (whether maker, guarantor,
endorser or surety) liable for the Obligation, or make any effort at
collection of the Obligation from any such other party, or exercise or
assert any other right or remedy to which Landlord is or maybe entitled in
connection with the Obligation or any security or collateral or other
guaranty therefor, or assert or file any claim against the assets or estate
of Tenant or any other guarantor or other person liable for the Obligation,
or any part thereof, before or as a condition of enforcing the liability of
Guarantor under this Guaranty or requiring payment of the Obligation by
Guarantor hereunder, or at any time thereafter.
c. No delay or omission or lack of diligence or care in exercising any
right or power with respect to the Obligation or under this Guaranty shall
in any manner impair, diminish or affect the liability of Guarantor or the
rights of Landlord hereunder.
d. Guarantor's liability hereunder shall in no manner be affected,
reduced, impaired or released by reason of any renewal, extension,
modification, consolidation, or rearrangement of or any other indulgence,
forbearance or compromise with respect to the Obligation, or any part
thereof.
e. Guarantor waives all defenses given to sureties or guarantors at
law or in equity other than actual payment of the Obligation. Guarantor
absolutely and unconditionally covenants and agrees that if all or any part
of the Obligation (or any instrument or agreement made or executed in
connection therewith) is for any reason found to be invalid, illegal,
unenforceable, uncollectible or legally impossible, for any reason
whatsoever (including, without limiting the generality of the foregoing,
upon the grounds that the payment and/or performance of the Obligation is
ultra xxxxx or otherwise without authority, may violate applicable usury
laws, is subject to valid defenses, claims or offsets of Tenant, or any
instrument evidencing any of the Obligation is forged or otherwise
irregular), then in any such case Guarantor shall pay and perform the
Obligation as herein provided and that no such occurrence shall in any way
diminish or otherwise affect Guarantor's obligations hereunder.
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f. Guarantor agrees, to the full extent he may legally do so,
that suit may be brought against Guarantor with or without making
Tenant a party to such suit (as Landlord may elect).
5. CHANGE IN COMPOSITION. Should the status, composition, structure or name
of Tenant change, including, but not limited to, by reason of a merger,
dissolution, consolidation or reorganization, this Guaranty shall continue and
also cover the indebtedness and Obligation of Tenant under the new status,
composition structure or name according to the terms hereof.
6. LIABILITY IN THE EVENT OF PREFERENCE. In the event any payment by Tenant
to Landlord is held to constitute a preference under the bankruptcy laws, such
payment by Tenant to Landlord shall not constitute a release of Guarantor from
any liability hereunder, but Guarantor agrees to pay such amount to Landlord
upon demand and this Guaranty shall continue to be effective or shall be
reinstated, as the case may be, to the extent of any such payment or payments.
7. RIGHTS OF SUBROGATION AND CONTRIBUTION. Notwithstanding anything
contained in this Guaranty to the contrary, Guarantor does not herein waive or
release (whether expressly or impliedly) any rights of subrogation that
Guarantor may have against Tenant (except as same are expressly subordinated in
Paragraph 1 above) or rights of reimbursement that Guarantor may have as against
Tenant (except as same may be limited by the provisions of Paragraph 1 above).
8. NOTICE. Any notice or demand to Guarantor hereunder or in connection
herewith may be given and shall conclusively be deemed and considered to have
been given and received upon the deposit thereof, in writing, in the U.S. Mails,
duly stamped and addressed to Guarantor at the address of Guarantor shown below;
but actual notice, however given or received, shall always be effective. The
last preceding sentence shall not be construed in anywise to affect or impair
any waiver of notice or demand herein provided or to require giving of notice or
demand to or upon Guarantor in any situation for any reason.
9. RIGHTS OF LANDLORD CUMULATIVE. The rights of Landlord hereunder are
cumulative and shall not be exhausted by its exercise of any of its rights
hereunder or by any number of successive actions until and unless all
indebtedness constituting the Obligation has been paid.
10. APPLICABLE LAW AND VENUE. This Guaranty shall be deemed to have been
made under and shall be governed by the laws of the State of Texas in all
respects. The jurisdiction and venue of all litigation, bankruptcy actions and
other legal proceedings involving this Guaranty shall be El Paso County, Texas.
11. SUCCESSORS OR ASSIGNS. This Guaranty shall bind the heirs, personal
representatives, successors and assigns of Guarantor and shall inure to the
benefit of all transferees, assignees and/or endorsees of Landlord,
notwithstanding that some or all of the monies owed by Guarantor pursuant to
this Guaranty may be actually advanced after any bankruptcy, receivership,
reorganization or death of Guarantor.
12. INTERPRETATION. Headings are provided as a matter of convenience only
and are not to be considered in interpreting the meaning of any provision
hereunder. The use of any gender herein shall include the other gender.
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13. SEVERABILITY. A determination that any provision of this Guaranty is
unenforceable or invalid shall not affect the enforceability or validity of any
other provision.
14. ENTIRE AGREEMENT.
THIS GUARANTY AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN
GUARANTOR AND LANDLORD WITH RESPECT TO THE MATTERS SET FORTH HEREIN
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN GUARANTOR AND LANDLORD
RELATING TO THIS GUARANTY AGREEMENT OR THE MATTERS SET FORTH HEREIN.
EXECUTED as of the 17TH of December, 1999.
GUARANTOR:
Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
Address:
000 XXXXXXX XXXXXX, XXXXX 000
XXXXXXXXXX, XXXXXXXX 00000
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THE STATE OF COLORADO )
)
COUNTY OF BOULDER )
THIS Guaranty Agreement was acknowledged before me on the 17TH day of
December, 1999, by XXXXXXX X. XXXXXXX.
My commission expires: /s/ Xxxx X. Xxxxxxx
1/27/2001 ------------------------
---------------------- NOTARY PUBLIC IN AND FOR
THE STATE OF COLORADO
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