Exhibit 10.82
CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS (*) DENOTE SUCH OMISSIONS
GUARANTY
--------
THIS GUARANTY is made, effective as of January 2, 2002, by Harbor Global
Company Ltd., Xxx Xxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, XXX
(the "Guarantor"), to Rayonier Inc., 0000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000, XXX
(the "Creditor"), with respect to certain obligations of Closed Joint-Stock
Company "Forest-Starma", 0 Xxxxxxxx Xxxxxx, xxx. 0, Xxxxxx, Xxxxxxxxxx Xxxxxxxxx
682860, Russian Federation (the "Debtor").
WHEREAS, the Creditor and the Debtor have entered into Log Sales Contract
No. 01-02-02, dated January 2, 2002 (the "Contract"), pursuant to which the
Creditor will purchase certain logs produced by the Debtor at its logging
operation in Siziman Bay, Russia; and
WHEREAS, the Guarantor wishes to induce the Creditor to execute,
simultaneously with the execution of this Guaranty, Addendum No. 1 to the
Contract ("Addendum No. 1"), according to which the Creditor will make three
advance payments in the amount of *** each, totaling *** in the aggregate, for
certain logs purchased by Creditor from the Debtor under the Contract.
1. In consideration of the foregoing matters, and for other valuable
consideration, the receipt and sufficiency of which is acknowledged, the
Guarantor guarantees the payment and performance of all debts, obligations and
liabilities of the Debtor to the Creditor under Articles 2 and 3 of Addendum No.
1 and Article 6 of the Contract, together with all reasonable costs of
collection, compromise or enforcement, including without limitation, reasonable
attorneys' fees incurred with respect to any such debts, obligations or
liabilities or with respect to this Guaranty, or with respect to a proceeding
under the United States Bankruptcy Code or any other bankruptcy, reorganization,
receivership, insolvency or other similar law in effect in the United States or
Russia affecting the rights of creditors generally, or a trust mortgage,
composition or assignment for the benefit of creditors concerning the Debtor or
the Guarantor (all of the foregoing, collectively, the "Obligations").
2. In the event of a change of ownership or control of the Debtor or sale
of substantially all of the assets of Debtor located at Siziman Bay, Russian
Federation, prior to repayment of the advance payments under Addendum No. 1 by
the Debtor, Guarantor guarantees the payment and performance of all debts,
obligations and liabilities of the Debtor, any party which owns or controls the
Debtor or any party which acquires the
assets of the Debtor located at Siziman Bay, Russian Federation to the same
extent and on the same terms as the guarantee of the obligations and liabilities
of the Debtor under paragraph 1 above.
3. The Guarantor hereby agrees with the Creditor:
(a) that the Creditor shall not seek to exercise any remedy hereunder
against the Guarantor or the Guarantor's assets until ten (10) days after
delivery of written notice to the Guarantor in accordance with Section 3 below
specifying in reasonable detail what obligations are alleged to be due and
owing, during which period (the "Notice Period") the Creditor shall diligently
use its best efforts to collect such Obligations from the Debtor;
(b) that, following the expiration of the Notice Period, the liability of
the Guarantor hereunder shall be primary, direct and unconditional and may be
enforced without requiring the Creditor first to resort to any other right,
remedy or security;
(c) that the Guarantor shall not have any right of subrogation,
reimbursement or indemnity whatsoever, nor any right of recourse to security for
any of the Obligations, unless and until all of the Obligations have been fully
paid and performed;
(d) that if the Debtor or the Guarantor should at any time become insolvent
or make a composition, trust mortgage or general assignment for the benefit of
creditors, or if a proceeding under the United States Bankruptcy Code or any
other bankruptcy, reorganization, receivership, insolvency or other similar law
in effect in the United States or in Russia affecting the rights of creditors
generally shall be filed or commenced by, against or in respect of the Debtor or
the Guarantor and is not dismissed within 90 days thereafter, any and all
obligations of the Guarantor shall, as the Creditor's option, immediately become
due and payable without notice;
(e) that, if any payment or transfer to or recovery by the Creditor which
has been credited against any Obligation, is voided or rescinded or required to
be returned by the Creditor, whether or not in connection with any event or
proceeding described in Section 2(d), this Guaranty shall continue in effect or
be reinstated as though such payment, transfer or recovery had not been made;
(f) that the Creditor's books and records showing the account between the
Creditor and the Debtor shall be admissible in any action or proceeding; and
(g) that nothing shall discharge or satisfy the liability of the Guarantor
hereunder except the full payment and performance of all of the Obligations.
2
4. Notices
Any notice given hereunder shall be in writing and shall be effective upon
receipt. Notices hereunder may be delivered by hand or by courier service or
sent by telefax, express mail or air mail to the following addresses or fax
numbers:
To Creditor: Xxxxxx X. Xxxxxxx
Rayonier Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Fax No.: (000) 000-0000
copy to: Xxxxxx X. Xxxxxxxxxxx
Assistant General Counsel
Rayonier Inc.
0000 000xx Xxx. X.X.
Xxxxxxxx, XX 00000
Fax No.: (000) 000-0000
To Debtor: Closed Joint-Stock Company "Forest-Starma"
Xxxxxx Xxxxx, 0
000000 Xxxxxxxxxx-xx-Xxxx
Xxxxxx
Fax No.: 0-00000-0-00-00
To Guarantor: Xxxxxxx X. Xxxxxx
President and Chief Executive Officer
Harbor Global Company Ltd.
Xxx Xxxxxxx Xxxx Xxxxxxxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Fax No.: (000) 000-0000
copy to: Xxxxxxxxx X. Xxxxxxx
General Counsel
Harbor Global Company Ltd.
Xxx Xxxxxxx Xxxx Xxxxxxxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Fax No.: (000) 000-0000
5. This Guaranty, all acts and transactions hereunder, and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
according to the laws of the Commonwealth of Massachusetts, without giving
effect to the conflict of law provisions thereof, shall be binding upon the
successors and assigns of the Guarantor and shall inure to the benefit of the
Creditor's successors and assigns.
3
6. Guarantor recognizes that Nissho Iwai Corporation is a third party
beneficiary of the Contract and agrees that Creditor may assign its rights under
the Contract and this Guarantee to Nissho Iwai Corporation.
This document shall be deemed to be executed under seal.
Harbor Global Company Ltd.
/s/ Xxxxxxx X. Xxxxxx
---------------------
By: Xxxxxxx X. Xxxxxx
Its: President and Chief
Executive Officer
4
