Res 2006-016 - Laserfiche WebLink

Home Browse Search

e,k voi Fe Q~.i~'~441` OFR 24Fi] E~41 EXHIBIT "F" TRUST GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this "Guaran ") is entered into as of the 6`~ day of March, 2006, by JOHN Q. HAMMONS, TRUSTEE OF THE REVOCABLE TRUST OF JOHN Q. HAMMONS DATED DECEMBER 28, 1989, AS AMENDED AND RESTATED (individually and collectively, jointly and severally, "Guarantor"), in favor of THE CITY OF SAN MARCOS, TEXAS, a Texas municipal corporation (together with its successors and assigns, "C~"). All capitalized terms which are used, but not otherwise defined, herein shall have the meaning given to them in the Agreement (as defined herein). Recitals WHEREAS, Guarantor and City entered into that certain Memorandum of Understanding dated as of November 9, 2004, whereby Guarantor and City outlined certain terms upon which each of them would be willing to pursue the negotiation of a transaction for the construction and operation of the Project; and WHEREAS, pursuant to that certain Chapter 380 Economic Development Grant and Loan Agreement dated July 15, 2005, City made a loan to Guarantor to acquire certain property for use in connection with the Project; and WHEREAS, Guarantor, in order to facilitate its desired form of financing, desires to own, develop and operate its portion of the Project through a newly formed Missouri limited liability company known as JQH -San Marcos Development, LLC (together with all its successors and assigns in and to the Project and the Transaction Documents being herein called "Hammons"), the sole member of which is John Q. Hammons Hotels Development, LLC, a Missouri limited liability company ("Hotels Development"), the sole member of which is Guarantor; WHEREAS, City is amenable to allowing Guarantor to utilize Hammons for such purposes provided Guarantor guarantees all of the obligations of said company, its successors and/or assigns under the Transaction Documents as if Guarantor were the original party thereto; WHEREAS, contemporaneously with the execution hereof, City and Hammons have entered into that certain Master Development Agreement (the "Agreement") dated of even date herewith pertaining to the Project. Pursuant to the terms of the Agreement, City and Hammons will enter into that certain Conference Center Lease Agreement (the "Lease") in form and content attached to the Agreement whereby Hammons agreed to lease the Conference Center from the City upon its completion (the Agreement, the Lease and the other Related Agreements being herein collectively called the "Transaction Documents"). Agreements For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and in order to induce City to enter into the Agreement, the Lease, and the F-1 803273.4