{"id":40927,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/continuing-guaranty-bank-one-arizona-na-and-schuff-steel-co2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"continuing-guaranty-bank-one-arizona-na-and-schuff-steel-co2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/continuing-guaranty-bank-one-arizona-na-and-schuff-steel-co2.html","title":{"rendered":"Continuing Guaranty &#8211; Bank One Arizona NA and Schuff Steel Co."},"content":{"rendered":"<pre>                               CONTINUING GUARANTY\n\nTO: BANK ONE, ARIZONA, NA, a national banking association\n\n         1. For valuable consideration, the undersigned ('Guarantors'), jointly\nand severally, unconditionally guarantee and promise to pay to BANK ONE,\nARIZONA, NA ('Bank'), or order, on demand, in lawful money of the United States,\nany and all Indebtedness of SCHUFF STEEL COMPANY, a Delaware corporation\n('Borrower'), to Bank. The word 'Indebtedness' includes any and all loans,\ndebts, obligations and liabilities of whatever nature of Borrower owed to Bank\nwhenever and however made, incurred or created, whether recovery upon such\nIndebtedness may be barred by any statue of limitations, whether such\nIndebtedness may be otherwise unenforceable, and whether Borrower is liable\nindividually or jointly with others.\n\n         2. The liability of Guarantors shall not exceed at any one time the\ntotal of (i) the principal sum TWENTY MILLION AND 00\/100 DOLLARS\n($20,000,000.00) plus (ii) all interest owed thereon plus (iii) all costs,\nattorneys' fees, losses and expenses which may be incurred by Bank by reason of\nBorrower's default in the payment of the Indebtedness.\n\n         3. This Guaranty shall bind and obligate the undersigned and their\nsuccessors and assigns with Borrower, jointly and severally, for the payment of\nthe Indebtedness. A separate action may be commenced against Guarantors whether\naction is brought against Borrower or whether Borrower may be joined in any such\naction. Guarantors waive any defenses Borrower may now or hereafter have to\npayment of the Indebtedness.\n\n         4. Guarantors authorize Bank, without notice or demand and without\naffecting Guarantors' liability hereunder, to, from time to time: (a) renew,\ncompromise, extend, revise, accelerate or otherwise change the time for payment\nof, or otherwise change the terms of, the Indebtedness or any part thereof (\nincluding the rate of interest thereon); (b) take security for the payment of\nthis Guaranty or the Indebtedness, and exchange, enforce, waive, or release any\nsuch security, or take additional security; (c) apply any proceeds from such\nsecurity or take additional security; (d) apply any proceeds from such security\nand direct the order or manner of sale of such security as Bank, in its\ndiscretion, may determine; and (e) release or substitute any one or more of the\nGuarantors or additional Guarantors.\n\n         5. The obligation of the Guarantors shall remain in full force and\neffect until the entire Indebtedness shall have been paid, and shall not be\naffected upon the happening of any event, including without limitation, any of\nthe following: (a) the Bank's failure to give notice to the Guarantors of the\noccurrence of any event of default in the payment of the Indebtedness or\nperformance of the Borrower; (b) the Bank's waiver of the payment, performance\nor observance by the Borrower of any obligations, covenants or agreements\nrelated in any way to the Indebtedness; (c) the Bank's impairment, modification,\nrelease or amendment of any obligation, covenant or term of any agreement\nrelated to the Indebtedness; (d) the voluntary or involuntary liquidation,\ndissolution, sale or other disposition of any of the Borrower's assets or any\ninsolvency, bankruptcy, reorganization or other similar proceedings affecting\nBorrower; or (e) any event or action that would, in the absence of this clause,\nresult as a matter of law in the release or discharge of the Guarantors from the\nperformance or observance of any obligation, covenant or agreement contained\nherein other than payment in full of the Indebtedness.\n\n         6. Guarantors waive any right to require Bank to (a) proceed against\nBorrowers, Guarantors, or other guarantors; (b) proceed against or exhaust any\nsecurity held from Guarantor or Borrowers; or (c) pursue any other remedy in\nBank's power whatsoever. Guarantors waive the benefits of Arizona Revised\nStatues Section 33-814. Guarantors agree that if the Indebtedness is secured in\nwhole or part by a deed of trust on real property, Bank may proceed to foreclose\nany other collateral first or may proceed against Guarantors, Borrower or any\nobligor without waiving its right to exercise its remedies and foreclose its\nlien under such deed of trust at a later time. Bank may, without notice, assign\nthis Guaranty in whole or in part.\n\n         7. Guarantors shall have no right of indemnity, reimbursement,\ncontribution or subrogation as to Borrower unless Bank, at its option, so\nelects. Guarantors hereby waive any right to enforce any remedy which Bank now\nhas, or may hereafter have, against Borrower, and hereby waive any benefit of,\nany right to participate \n\n\n                                        1\n\nin, any security now or hereafter held by Bank. Guarantors acknowledge that\nBorrower may owe other sums and obligations to Bank. Guarantors agree that any\npayments received by Bank, other than from Guarantors under this Guaranty,\nwhether from the Borrower or from the proceeds of any collateral or otherwise,\nmay be applied by Bank upon any amounts owned to Bank in such order and manner\nas Bank may determine in its sole discretion. Guarantors waive all presentments,\ndemands for performance, notices of nonperformance, protests, notices of\nprotest, notices of dishonor and notices of acceptance of this Guaranty and of\nthe existence, creation , or incurring of new or additional Indebtedness.\nGuarantors waive the benefits of Arizona Revised Statute Sections 12-1641 and\n12-1642.\n\n         8. Guarantors agree to pay reasonable attorney's fees and all other\ncosts and expenses which may be incurred by Bank in the enforcement of this\nGuaranty. Guarantors hereby indemnify Bank against all costs or repayments\nincurred by Bank or required of Bank as a result of payment hereunder being\nchallenged as a preference.\n\n         9. Bank shall have a lien upon, and a right of set-off against, all\nmonies, securities and other property of Guarantors now or hereafter in the\npossession of or on deposit with Bank, whether held in a general or special\naccount, or for safekeeping or otherwise; and every such lien and right of\nset-off may be exercised without demand upon, or notice to Guarantors until the\nIndebtedness is paid in full.\n\n         10. This Guaranty is cumulative as to amounts and does not revoke or\nalter any guaranty previously delivered to Bank or any guaranty subsequently\ndelivered to Bank. This Guaranty does not in any manner limit the amount of any\nborrowing or other financing arrangement between Bank and Borrower.\n\n         11. Guarantors acknowledge that the execution of this Guaranty shall\nnot entitle Guarantors to rely on the Bank to preserve or maintain any\ncollateral or other security that Bank may now have or hereafter acquire in\nconnection with the Indebtedness. Guarantors hereby release Bank from any\nobligation to inspect, preserve or maintain any collateral or other security\nthat Bank may now have or hereafter acquire in connection with the Indebtedness,\nand any obligation to monitor, control or see to the use of any monies advanced\nto the Borrower. Guarantors further waive any and all rights to receive reports\nor other information Bank may have relating to Borrower.\n\n         12. If Guarantor is a corporation or a partnership, Guarantor\nrepresents and warrants that: (a) it has the necessary power under law and its\ngoverning documents to make the agreements on its part herein contained; (b) the\nexecution of this Guaranty has been authorized by all necessary and proper\nactions; (c) the execution and delivery of this Guaranty, the consummation of\nthe transactions contemplated hereby, and the fulfillment of or compliance with\nthe terms and conditions of this Guaranty do not conflict with or result in a\nbreach of any of the terms, conditions or provisions of any agreement or\ninstrument to which it is a party or by which it is bound; and (d) Guarantor\nagrees that during the term of this Guaranty it will maintain its separate\nexistence, and will not dissolve, terminate, merge or consolidate.\n\n         13. Any married person who is a Guarantor hereby expressly agrees that\nrecourse may be had against their separate property as well as all community\nproperty for all their obligations under this Guaranty.\n\n         14. Guarantors agree that during the term of this Guaranty they will\nnot transfer or dispose of any material part of their assets except in the\nordinary course of business for a full and fair consideration. Guarantors agree\nthat during the term of this Guaranty they will furnish annually, within 90 days\nafter the close of each year or fiscal year, as the case may be, a financial\nstatement consisting of a balance sheet and such other financial information as\nBank may reasonably request.\n\n         15. This Guaranty applies to, is binding upon, and inures to the\nbenefit of all parties hereto, and their successors and assigns.\n\n\n                                        2\n\n         16. If any part or parts of this Guaranty shall at any time be held to\nbe invalid or unenforceable by binding arbitration or by a court of competent\njurisdiction, the remaining part or parts of the Guaranty shall be and remain in\nfull force and effect.\n\n         17. This Guaranty shall be construed in accordance with the laws of the\nState of Arizona.\n\n         18. Guarantors acknowledge the Bank would not have allowed the\nIndebtedness to exist except for the consideration received from Guarantor's\npromise to pay pursuant to this Guaranty.\n\n         19. All words used herein in the plural shall be deemed to have been\nused in the singular where the context and construction so requires; and when\nthere is more than one Borrower named herein, the word 'Borrower' shall mean all\nof them.\n\nNON-INDIVIDUAL GUARANTOR\nDated: JUNE 30, 1997\n\n\nB &amp; K STEEL FABRICATIONS, INC.,\nAN ARIZONA CORPORATION\n\nBY \/s\/ Scott A. Schuff\n  ---------------------------------\n    SCOTT A. SCHUFF, PRESIDENT\n\n\n\n                                      3\n\n\n                               ARBITRATION RESOLUTION\n\n(a)     BINDING ARBITRATION.  The undersigned hereby agree that all\ncontroversies and claims of any nature arising directly or indirectly out of\nany and all loan transactions between them and any related agreements,\ninstruments or documents, shall at the written request of any party be\narbitrated pursuant to the applicable rules of the American Arbitration\nAssociation. The arbitration shall occur in the State of Arizona. Judgment upon\nany award rendered by the arbitrator(s) may be entered in any court having\njurisdiction. The Federal Arbitration act shall apply to the construction and\ninterpretation of this arbitration agreement.\n\n(b)     ARBITRATION PANEL.  A single arbitrator shall have the power to render\na maximum award of one hundred thousand dollars. When any party files a claim\nin excess of this amount, the arbitration decision shall be made by the\nmajority vote of three arbitrators. No arbitrator shall have the power to\nrestrain any act of any party.\n\n(c)     PROVISIONAL REMEDIES, SELF-HELP, AND FORECLOSURE.  No provision of\nsubparagraph (a) shall limit the right of any party to exercise self help\nremedies, to foreclose against any real or personal property collateral, or to\nobtain any provisional or ancillary remedies (including but not limited to\ninjunctive relief or the appointment of a receiver) from a court of competent\njurisdiction. At Bank's option, it may enforce its rights under a mortgage by\njudicial foreclosure, and under a deed of trust either by exercise of power of\nsale or by judicial foreclosure. The institution and maintenance of any remedy\npermitted above shall not constitute a waiver of the right to submit any\ncontroversy or claim to arbitration. The statute of limitations, estoppel,\nwaiver, laches, and similar doctrines which would otherwise be applicable in an\naction brought by a party shall be applicable in any arbitration proceeding.\n\n(d)     COUNTERPART EXECUTION.  This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed an original and all of which\ntogether shall constitute one and the same document. Signature pages may be\ndetached from the counterparts and attached to a single copy of this Agreement\nto physically form one document.\n\nAgreed to this 30th day of June, 1997.\n\n        BANK                                            BORROWER\n\nBANK ONE, ARIZONA, NA                             SCHUFF STEEL COMPANY\na national banking association                    a Delaware corporation\n\n\nBy \/s\/ Brad Richards                              By \/s\/ David A. Schuff\n  ------------------------------                     -------------------------\n   Brad Richards, Vice President                     David A. Schuff, Chairman\n\n         GUARANTORS\n\nB &amp; K STEEL FABRICATIONS, INC.\nan Arizona corporation\n\n\nBy \/s\/ Scott A. Schuff\n  ------------------------------\n   Scott A. Schuff, President\n\n \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6850,8773],"corporate_contracts_industries":[9415,9481],"corporate_contracts_types":[9560,9565],"class_list":["post-40927","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-one-corp","corporate_contracts_companies-schuff-international-inc","corporate_contracts_industries-financial__banks","corporate_contracts_industries-construction__specialty","corporate_contracts_types-finance","corporate_contracts_types-finance__guaranty"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40927","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40927"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40927"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40927"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40927"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}