GUARANTY AGREEMENT
GUARANTY made as of this 1ST day of SEPTEMBER, 1998, by
UNIFAB INTERNATIONAL, INC., hereinafter referred to as "Guarantor", to the
LAKE CHARLES HARBOR & TERMINAL DISTRICT, a political subdivision and deep
water public port of the State of Louisiana, located in Calcasieu Parish,
Louisiana, hereinafter referred to as "Obligee", in connection with the
Ground Lease Agreement entered into on September 1, 1998, between Obligee
as Lessor and PIM, LLC, a Louisiana Limited Liability Company as Lessee,
hereinafter referred to as "Obligor", said agreement hereinafter referred
to as the "Lease".
1. STATEMENT OF GUARANTY. For value received, Guarantor
guarantees performance of Obligor's obligations under the Lease in
accordance with its terms and conditions. Any default of Obligor in such
performance shall oblige Guarantor to pay all damages, costs and expenses
that Obligee may recover from Obligor by reason of such default.
2. DURATION. This Guaranty shall be effective until all
obligations of Obligor under the Lease have been satisfied. Guarantor
shall not be discharged from liability hereunder as long as any claim by
Obligee against Obligor remains outstanding.
3. MODIFICATION OF LEASE. Modification of the Lease shall not
increase the obligation of Guarantor hereunder in any way unless Guarantor
consents in writing to such modification. An extension in time for
performance by Obligee shall not be construed as modification that would
increase the obligation of Guarantor for purposes of this Paragraph 3.
4. NOTICES.
a. Notice of Acceptance. Guarantor waives notice of acceptance.
b. Notice of Default. Notice of Obligor's default is not
waived.
c. All notices provided for herein shall be in writing and shall
be considered to have been given when delivered personally; five (5) days
after being mailed by registered or certified mail, postage prepaid,
addressed to the respective parties at the following addresses:
TO OBLIGEE BY MAIL:
LAKE CHARLES HARBOR & TERMINAL DISTRICT
Post Office Box 3753
Lake Charles, Louisiana 70602
ATTN: Executive Director
TO GUARANTOR BY MAIL:
Unifab International, Inc.
5007 Port Road
New Iberia, Louisiana 70560
5. MISCELLANEOUS.
a. Binding Effect. This Guaranty shall be binding on Guarantor
and on its successors and assigns.
b. Applicable Law and Venue. This Guaranty shall be governed by
and construed in accordance with the laws of the State of Louisiana. In
the event that legal action arising out of this Guaranty is initiated, it
shall be brought in the 14th Judicial District Court, Parish of
Calcasieu, State of Louisiana, and Guarantor waives any right it may have
to invoke Federal Diversity Jurisdiction.
IN WITNESS WHEREOF, Obligee has caused these presents to be
signed in the presence of the undersigned competent witnesses on this
16TH day of SEPTEMBER, 1998.
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WITNESSES: LAKE CHARLES HARBOR & TERMINAL
DISTRICT
/S/ ENA L. FRANKS
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BY: /S/ GLENWOOD W. WISEMAN
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/S/ CHERYL ARNOLD Glenwood W. Wiseman,
- ---------------------- Executive Director
IN WITNESS WHEREOF, Guarantor has caused these presents to be
signed in the presence of the undersigned competent witnesses on this
16TH day of SEPTEMBER, 1998.
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WITNESSES: UNIFAB INTERNATIONAL, INC.
/S/ CHARLES STUTES BY: /S/ PETER J. ROMAN
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/S/ SHARON EDWARDS
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