EXHIBIT 10.14(a)
TRANSACTION GUARANTEE
This Transaction Guarantee ("Guarantee") is made by the undersigned,
GRAND COURT LIFESTYLES, INC. (hereinafter referred to as ("Guarantor"),
in order to induce KEY CORPORATE CAPITAL INC., a Michigan corporation with
its main office at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000 ("Lender"),
to make Non-Revolving Loans (individually an collectively, the "Loan") in
the amount of up to TWENTY FIVE MILLION DOLLARS ($25,000,000) to GRAND
COURT-GREATWOOD, L.P. and other Persons who become a Borrower under the
Line of Credit Agreement between Lender and Grand Court-Greatwood, L.P.
dated as of even date herewith (the "Line of Credit Agreement")
(individually and collectively, the "Borrower"), to be evidenced by the
Non-Revolving Notes (individually and collectively, the "Note") payable to
the order of Lender according to the terms and conditions of the Line of
Credit Agreement, and in consideration of other good and valuable
consideration, Guarantor hereby unconditionally and absolutely,
guarantees the full and timely performance by Borrower of all of the
Obligations. Capitalized terms used in this Guarantee and not otherwise
defined herein will have the meanings given such terms in the Line of
Credit Agreement.
Guarantor represents and warrants that it has a financial
interest in Borrower and will receive substantial economic benefit by
reason of Lender extending the Loan to Borrower; provided, however, that
such Guarantor's liability hereunder shall not be affected or impaired by
such Guarantor's disposition or loss of its financial interest in Borrower
or by reason of Lender's refusal in accordance with the terms of the Loan
Documents, to make Advances to Borrower.
Guarantor further agrees that:
1. The Loan and/or Note may be renewed, replaced with a new note,
rearranged or the maturity thereof extended, from time to time
and at any rate of interest, without notice to, without the consent
of and without affecting the liability of, the undersigned.
2. This Guarantee is not a Guarantee of collection, but rather this
Guarantee is an irrevocable, absolute, and unconditional guarantee
of payment and performance of the Obligations; and if all or any of
the Obligations become payable or performable and are not paid or
performed by Borrower as and when required by the Loan Documents
beyond the expiration of any grace or cure period provided for
therein, Guarantor shall pay or perform the same within five (5)
Business Days after written demand by Lender to Guarantor provided,
however, that if the guaranteed obligation is not susceptible of
being performed within five (5) Business Days but is susceptible of
being performed within a reasonable period of time, Guarantor shall
be deemed to be complying with its obligations hereunder if Guarantor
commences performance in good faith within such five (5) Business
Day period and thereafter diligently and without interruption
continues to perform such guaranteed obligation. Without limiting the
generality of the foregoing, Guarantor agrees that in no event shall
it be necessary for Lender to resort to or exhaust Lender's remedies
against Borrower or against any other party liable on or in
connection with the Loan, the Note or the Obligations or to resort to
or marshal any property held as security therefor or pertaining
thereto before calling upon Guarantor for performance and/or payment.
If Guarantor shall fail to perform any of the Obligations or any of
Guarantor's obligations hereunder, then
Lender shall have the right, in addition to and cumulative of any other
remedies Lender may have hereunder, under the Loan Documents or at law or
in equity, at Lender's option and without any obligation to do so, upon
giving prior written notice to Guarantor, to proceed to pay and/or perform
the Obligations on behalf of Guarantor and/or Borrower, and Guarantor
shall, upon demand, pay to Lender all such sums expended by Lender in the
payment and performance of the Obligations with interest thereon at the
Default Rate.
3. Any Collateral may be sold, exchanged, surrendered or otherwise dealt with
by Lender without notice to and without affecting the liability of
Guarantor except and to the extent that Lender shall apply any proceeds of
the sale of any Collateral to the Obligations, Guarantor shall not have any
rights or claims against Lender by reason of any action Lender may take or
fail to take in connection with perfecting Lender's security interest in
property held as collateral for the Obligations or enforcing Lender's
security interest in such property.
4. All settlements, compromises, compositions, accounts stated and agreed
balances with regard to the Loan and/or Note made in good faith between
Lender and Borrower shall be binding upon Guarantor.
5. Lender, without notice to, without the consent of and without affecting the
liability of Guarantor, may modify, waive, supplement or otherwise change
any of the terms, conditions, provisions, restrictions or liabilities
contained in the Loan Documents or in any agreement or other instrument
evidencing, securing or pertaining to the Loan and/or Note.
6. This Guarantee is unconditional, absolute and irrevocable and except as
otherwise provided herein Guarantor hereby waives notice of the acceptance
hereof, waives all notices to which Guarantor might otherwise be entitled
by law, waives all defenses, legal or equitable or otherwise available to a
Guarantor and waives presentment, demand for payment, notice of dishonor,
protest, notice of nonperformance and notice of protest and nonpayment
relative to the Loan and/or Note. If any term or provision of this
Guarantee shall be held to be invalid, illegal or unenforceable, the
remaining provisions hereof shall remain in full force and effect.
7. The obligations of Guarantor under this Guarantee shall be absolute,
unconditional and irrevocable and shall be satisfied strictly in accordance
with the terms of this Guarantee, under all circumstances whatsoever,
including, without limitation, the existence of any claim, setoff, defense
(except payment of the Obligations) or right which Borrower and/or
Guarantor, or any one of them, may have at any time against Lender or any
other person or entity, whether in connection with this Guarantee, the Loan
Documents or the transactions contemplated thereby, hereby or by or in
connection with any unrelated transaction. Borrower and Guarantors further
acknowledge and agree that this Guarantee is not subject to any exculpatory
provision contained in any of the Loan Documents limiting Lender's recourse
to the Collateral or to any other security for the Loan or limiting
Lender's rights to a personal and/or deficiency judgment against Borrower
or the Guarantor. Anything in this Guarantee to the contrary
notwithstanding, Guarantor further agrees to indemnify and hold harmless
Lender against any loss, damage, cost or expense (including reasonable
attorneys' fees and costs) that Lender may suffer or incur by reason of the
breach or failure of Guarantor's undertakings and agreements pursuant
to this Guarantee.
8. The Loan Documents shall continue to be effective, or be reinstated, as the
case may be, if any amount paid by or on behalf of Borrower to Lender with
regard to such Loan Documents is rescinded, restored to Borrower, or
returned to Borrower in connection with the insolvency, bankruptcy,
dissolution, liquidation, or reorganization of Borrower, or as a result of
the appointment of a receiver, intervenor or conservator of, or trustee or
similar officer for, Borrower or any part of Borrower's property, or
otherwise, all as though such payment had not been made.
9. Guarantor hereby waives (until the Obligations are paid to Lender) all
rights such Guarantor may have, at law or in equity, including, without
limitation, rights under any law subrogating a Guarantor to the rights of
Lender, to seek contribution, indemnification, or any other form of
reimbursement from Borrower, any other Guarantor or any other person or
entity now or hereafter primarily or secondarily liable for any obligations
of Borrower to Lender, for any payment or disbursement made by a Guarantor
under or in connection with this Guarantee or otherwise.
10. Guarantor agrees to furnish Current Financial Statements and income tax
returns, in form and content acceptable to Lender in accordance with the
terms of Section 5 of the Line of Credit Agreement.
11. Guarantor shall continue to own and control not less than 100% of the
ownership interest of Borrower. Guarantor shall not permit any Person to
own or control more than 49% of any class of voting equity interests in
Guarantor (other than such Persons already holding any such interests).
12. This Guarantee shall be construed in accordance with the laws of the State
of Ohio and shall inure to the benefit of Lender, its successors and
assigns, and to any other holder who derives title to or an interest in
this Guarantee, the Loan and/or the Note.
13. This Guarantee shall be binding upon the heirs, executors, administrators,
successors and assigns of Guarantor.
14. The obligations of Guarantor hereunder shall terminate on the date that all
Obligations of Borrower to Lender have been fully paid.
Executed at Cincinnati, Ohio as of the 30th day of October, 1998.
Signed in the presence of: GUARANTOR:
GRAND COURT LIFESTYLES, INC.
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By:
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Print Name:
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