NOTICE OF FINAL AGREEMENTS. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTY. THIS GUARANTY AND THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. GUARANTORS: HEP PIPELINE GP, L.L.C., a Delaware limited liability company HEP REFINING GP, L.L.C., a Delaware limited liability company HEP MOUNTAIN HOME, L.L.C., a Delaware limited liability company HEP PIPELINE, L.L.C., a Delaware limited liability company HEP REFINING, L.L.C., a Delaware limited liability company HEP XXXXX CROSS, L.L.C., a Delaware limited liability company HEP TULSA, L.L.C., a Delaware limited liability company LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company HEP SLC, L.L.C., a Delaware limited liability company ROADRUNNER PIPELINE, L.L.C., a Delaware limited liability company HEP OPERATIONS, L.L.C., a Delaware limited liability company Each by: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Signature page to Second Amended and Restated Guaranty Agreement Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited partnership Each by: HEP Pipeline GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP REFINING ASSETS, L.P., a Delaware limited partnership By: HEP Refining GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners - Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantor: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP LOGISTICS GP, L.L.C., a Delaware limited liability company By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY PARTNERS, L.P., a Delaware limited partnership By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] XXXXX ENERGY FINANCE CORP., a Delaware corporation By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY STORAGE-LOVINGTON, L.L.C., a Delaware limited liability company By: HEP Refining, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement XXXXX ENERGY STORAGE-TULSA, L.L.C., a Delaware limited liability company By: HEP Tulsa, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx Signature page to Second Amended and Restated Guaranty Agreement Annex 1 to the Second Amended and Restated Guaranty Agreement SUPPLEMENT NO. ____ dated as of _____________(the “Supplement”), to the Second Amended and Restated Guaranty Agreement dated as of February __, 2011 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), executed by each of the parties thereto (each such party individually, a “Guarantor” and collectively, the “Guarantors”) of Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership (the “Borrower”), in favor of Xxxxx Fargo Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Beneficiaries (as defined in the Guaranty Agreement).
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NOTICE OF FINAL AGREEMENTS. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTYGURANTY. THIS GUARANTY AND THE CREDIT OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. Address for each Guarantor: GUARANTORS: HEP PIPELINE GPc/x Xxxx Petroleum, L.L.C.Inc. 000 Xxxxxx Xxxxxx, a Delaware limited liability company HEP REFINING GPXxxxx 0000 SQUARE ONE ENERGY, L.L.C.INC. Xxxxx Xxxxx, a Delaware limited liability company HEP MOUNTAIN HOMEXxxxx 00000 LADDER COMPANIES, L.L.C.INC. Attention: Xxx Xxxxxx, a Delaware limited liability company HEP PIPELINECFO W.O. ENERGY OF NEVADA, L.L.C.INC. Facsimile: (000) 000-0000 WO ENERGY, a Delaware limited liability company HEP REFININGINC. XXXX XXXXX OF NEW MEXICO, L.L.C., a Delaware limited liability company HEP XXXXX CROSS, L.L.C., a Delaware limited liability company HEP TULSA, L.L.C., a Delaware limited liability company LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company HEP SLC, L.L.C., a Delaware limited liability company ROADRUNNER PIPELINE, L.L.C., a Delaware limited liability company HEP OPERATIONS, L.L.C., a Delaware limited liability company INC. Each by: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx /s/ Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Vice President and Treasurer Chief Financial Officer W.O. OPERATING COMPANY, LTD. W.O. PRODUCTION COMPANY, LTD. Each By: WO Energy, Inc., as general partner By: /s/ Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Vice President and Chief Financial Officer Signature page Page to Second Amended and Restated Guaranty Agreement Address of GuarantorsADMINISTRATIVE AGENT: 000 Xxxxxxxx XxxxxUNION BANK OF CALIFORNIA, Xxxxx 0000 XxxxxxN.A., Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited partnership Each by: HEP Pipeline GP, L.L.C., a Delaware limited liability company and its General Partner as Administrative Agent By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: /s/ Xxxxxxx X. Xxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx Senior Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP REFINING ASSETS, L.P., a Delaware limited partnership By: HEP Refining GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners - Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantor: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP LOGISTICS GP, L.L.C., a Delaware limited liability company By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY PARTNERS, L.P., a Delaware limited partnership By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] XXXXX ENERGY FINANCE CORP., a Delaware corporation By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY STORAGE-LOVINGTON, L.L.C., a Delaware limited liability company By: HEP Refining, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement XXXXX ENERGY STORAGE-TULSA, L.L.C., a Delaware limited liability company By: HEP Tulsa, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx Signature page to Second Amended and Restated Guaranty Agreement Annex 1 to the Second Amended and Restated Guaranty Agreement SUPPLEMENT NO. ____ dated as of _____________(the “Supplement”), to the Second Amended and Restated Guaranty Agreement dated as of February __December 17, 2011 2008 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), executed by among each of the parties subsidiaries party thereto (each such party subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Xxxxx Energy Partners — OperatingXXXX PETROLEUM, L.P.INC., a Delaware limited partnership corporation (the “Borrower”), ) in favor of Xxxxx Fargo BankUNION BANK OF CALIFORNIA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Beneficiaries (as defined in the Guaranty Agreement).
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NOTICE OF FINAL AGREEMENTS. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTY. THIS GUARANTY AND THE CREDIT GUARANTEED DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. GUARANTORSGUARANTOR: HEP PIPELINE GP, L.L.C., a Delaware limited liability company HEP REFINING GP, L.L.C., a Delaware limited liability company HEP MOUNTAIN HOME, L.L.C., a Delaware limited liability company HEP PIPELINE, L.L.C., a Delaware limited liability company HEP REFINING, L.L.C., a Delaware limited liability company HEP XXXXX CROSS, L.L.C., a Delaware limited liability company HEP TULSA, L.L.C., a Delaware limited liability company LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company HEP SLC, L.L.C., a Delaware limited liability company ROADRUNNER PIPELINE, L.L.C., a Delaware limited liability company HEP OPERATIONS, L.L.C., a Delaware limited liability company Each by: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Signature page to Second Amended and Restated Guaranty Agreement Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited partnership Each by: HEP Pipeline GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP REFINING ASSETS, L.P., a Delaware limited partnership By: HEP Refining GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners - Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantor: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP LOGISTICS GP, L.L.C., a Delaware limited liability company By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY PARTNERS, L.P., a Delaware limited partnership By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] XXXXX ENERGY FINANCE CORP.XXXXXX PETROLEUM OPERATING COMPANY, a Delaware corporation By: Xxxxxxx Name: Title: Address for Guarantor: 000 Xxxxx Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxx 00000 Attention: Xxxxxx X. Xxxx Xxxxx, Treasurer Facsimile: 000.000.0000 Telephone: 000 000 0000 ADMINISTRATIVE AGENT: UNION BANK OF CALIFORNIA, N.A., as Administrative Agent By: Xxxxxx Xxxxxxxxx Senior Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY STORAGE-LOVINGTON, L.L.C., a Delaware limited liability company By: HEP Refining, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement XXXXX ENERGY STORAGE-TULSA, L.L.C., a Delaware limited liability company By: HEP Tulsa, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx Signature page to Second Amended and Restated Guaranty Agreement Annex 1 to the Second Amended and Restated Guaranty Agreement SUPPLEMENT NO. ____ dated as of _____________(the “Supplement”), to the Second Amended and Restated Guaranty Agreement dated as of February __September 25, 2011 2008 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), executed by each of the parties subsidiaries party thereto (each such party subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Xxxxx Energy Partners — Operating, L.P.Xxxxxx Petroleum Company, a Delaware limited partnership corporation (the “Borrower”), in favor of Xxxxx Fargo BankUnion Bank of California, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) administrative agent for the benefit of the Beneficiaries (as defined in the Guaranty Agreement).
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NOTICE OF FINAL AGREEMENTS. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTYGURANTY. THIS GUARANTY AND THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. GUARANTORS: HEP PIPELINE GP, L.L.C., a Delaware limited liability company HEP REFINING GP, L.L.C., a Delaware limited liability company HEP MOUNTAIN HOME, L.L.C., a Delaware limited liability company HEP PIPELINE, L.L.C., a Delaware limited liability company HEP REFINING, L.L.C., a Delaware limited liability company HEP XXXXX WXXXX CROSS, L.L.C., a Delaware limited liability company HEP TULSA, L.L.C., a Delaware limited liability company LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company HEP SLC, L.L.C., a Delaware limited liability company ROADRUNNER PIPELINE, L.L.C., a Delaware limited liability company HEP OPERATIONS, L.L.C., a Delaware limited liability company Each by: Xxxxx Hxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Hxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Managing Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Hxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Signature page to Second Amended and Restated Guaranty Agreement Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited partnership Each by: HEP Pipeline GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP REFINING ASSETS, L.P., a Delaware limited partnership By: HEP Refining GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners - Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantor: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP LOGISTICS GP, L.L.C., a Delaware limited liability company By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY PARTNERS, L.P., a Delaware limited partnership By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] XXXXX ENERGY FINANCE CORP., a Delaware corporation By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY STORAGE-LOVINGTON, L.L.C., a Delaware limited liability company By: HEP Refining, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement XXXXX ENERGY STORAGE-TULSA, L.L.C., a Delaware limited liability company By: HEP Tulsa, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx Signature page to Second Amended and Restated Guaranty Agreement Annex 1 to the Second Amended and Restated Guaranty Agreement SUPPLEMENT NO. ____ dated as of _____________(the “Supplement”), to the Second Amended and Restated Guaranty Agreement dated as of February __, 2011 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), executed by each of the parties thereto (each such party individually, a “Guarantor” and collectively, the “Guarantors”) of Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership (the “Borrower”), in favor of Xxxxx Fargo Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Beneficiaries (as defined in the Guaranty Agreement).:
Appears in 1 contract
NOTICE OF FINAL AGREEMENTS. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTYGURANTY. THIS GUARANTY AND THE CREDIT OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. GUARANTORSGUARANTOR: HEP PIPELINE GP, L.L.C., a Delaware limited liability company HEP REFINING GP, L.L.C., a Delaware limited liability company HEP MOUNTAIN HOME, L.L.C., a Delaware limited liability company HEP PIPELINE, L.L.C., a Delaware limited liability company HEP REFINING, L.L.C., a Delaware limited liability company HEP XXXXX CROSS, L.L.C., a Delaware limited liability company HEP TULSA, L.L.C., a Delaware limited liability company LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company HEP SLC, L.L.C., a Delaware limited liability company ROADRUNNER PIPELINE, L.L.C., a Delaware limited liability company HEP OPERATIONS, L.L.C., a Delaware limited liability company Each by: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member [SUBSIDIARY OF BORROWER] By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner ByName: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member ByTitle: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Signature page to Second Amended and Restated Guaranty Agreement Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited partnership Each by: HEP Pipeline GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP REFINING ASSETS, L.P., a Delaware limited partnership By: HEP Refining GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners - Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantor: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.SUBSIDIARY OF BORROWER] Signature page to Second Amended and Restated Guaranty Agreement HEP LOGISTICS GP, L.L.C., a Delaware limited liability company By: Xxxxx Energy PartnersName: Title: Address of Guarantor: ADMINISTRATIVE AGENT: UNION BANK OF CALIFORNIA, L.P.N.A., a Delaware limited partnership, its Sole Member as Administrative Agent By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner ByName: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner ByTitle: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY PARTNERS, L.P., a Delaware limited partnership By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] XXXXX ENERGY FINANCE CORP., a Delaware corporation By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY STORAGE-LOVINGTON, L.L.C., a Delaware limited liability company By: HEP Refining, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement XXXXX ENERGY STORAGE-TULSA, L.L.C., a Delaware limited liability company By: HEP Tulsa, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx Signature page to Second Amended and Restated Guaranty Agreement Annex 1 to the Second Amended and Restated Guaranty Agreement SUPPLEMENT NO. ____ dated as of _____________(the “Supplement”), to the Second Amended and Restated Guaranty Agreement dated as of February __November 29, 2011 2005 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), executed by among each of the parties subsidiaries party thereto (each such party subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Xxxxx Energy Partners — OperatingXXXX PETROLEUM, L.P.INC., a Delaware limited partnership corporation (the “Borrower”), ) in favor of Xxxxx Fargo BankUNION BANK OF CALIFORNIA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Beneficiaries (as defined in the Guaranty Agreement).
Appears in 1 contract
NOTICE OF FINAL AGREEMENTS. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTYGURANTY. THIS GUARANTY AND THE CREDIT OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. GUARANTORSGUARANTOR: HEP PIPELINE GPLADDER COMPANIES, L.L.C., a Delaware limited liability company HEP REFINING GP, L.L.C., a Delaware limited liability company HEP MOUNTAIN HOME, L.L.C., a Delaware limited liability company HEP PIPELINE, L.L.C., a Delaware limited liability company HEP REFINING, L.L.C., a Delaware limited liability company HEP XXXXX CROSS, L.L.C., a Delaware limited liability company HEP TULSA, L.L.C., a Delaware limited liability company LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company HEP SLC, L.L.C., a Delaware limited liability company ROADRUNNER PIPELINE, L.L.C., a Delaware limited liability company HEP OPERATIONS, L.L.C., a Delaware limited liability company Each by: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member INC. By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By/s/ S. Xxxxxxx Xxxxxxx Name: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member ByS. Xxxxxxx Xxxxxxx Title: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Signature page to Second Amended and Restated Guaranty Agreement Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited partnership Each by: HEP Pipeline GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP REFINING ASSETS, L.P., a Delaware limited partnership By: HEP Refining GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners - Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantor: 000 Xxxxxxxx XxxxxXxxx 0xx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, XX 00000 SQUARE ONE ENERGY, INC. By: /s/ S. Xxxxxxx Xxxxxxx Name: S. Xxxxxxx Xxxxxxx Title: President Address of Guarantor: 000 Xxxx 0xx Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP LOGISTICS GPXxxxx, L.L.C.XX 00000 W.O. Energy of Nevada, a Delaware limited liability company Inc. By: Xxxxx Energy Partners/s/ S. Xxxxxxx Xxxxxxx Name: S. Xxxxxxx Xxxxxxx Title: President Address of Guarantor: Xxx. 000 Xxxx Xxxxx, L.P.XX 00000 WO Energy, a Delaware limited partnership, its Sole Member Inc. By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By/s/ S. Xxxxxxx Xxxxxxx Name: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner ByS. Xxxxxxx Xxxxxxx Title: Xxxxxxx X. Xxxx Vice President and Treasurer Address of GuarantorsGuarantor: Xxx. 000 Xxxxxxxx Xxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx XX 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY PARTNERS, L.P., a Delaware limited partnership By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] XXXXX ENERGY FINANCE CORP., a Delaware corporation By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY STORAGE-LOVINGTON, L.L.C., a Delaware limited liability company By: HEP Refining, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement XXXXX ENERGY STORAGE-TULSA, L.L.C., a Delaware limited liability company By: HEP Tulsa, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx Signature page to Second Amended and Restated Guaranty Agreement Annex 1 to the Second Amended and Restated Guaranty Agreement SUPPLEMENT NO. ____ dated as of _____________(the “Supplement”), to the Second Amended and Restated Guaranty Agreement dated as of February __, 2011 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), executed by each of the parties thereto (each such party individually, a “Guarantor” and collectively, the “Guarantors”) of Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership (the “Borrower”), in favor of Xxxxx Fargo Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Beneficiaries (as defined in the Guaranty Agreement).
Appears in 1 contract
NOTICE OF FINAL AGREEMENTS. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTYGURANTY. THIS GUARANTY AND THE CREDIT OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. Address for each Guarantor: GUARANTORS: HEP PIPELINE GPc/x Xxxx Petroleum, L.L.C.Inc. 000 Xxxxxx Xxxxxx, a Delaware limited liability company HEP REFINING GPXxxxx 0000 SQUARE ONE ENERGY, L.L.C.INC. Xxxxx Xxxxx, a Delaware limited liability company HEP MOUNTAIN HOMEXxxxx 00000 LADDER COMPANIES, L.L.C.INC. Attention: Xxx Xxxxxx, a Delaware limited liability company HEP PIPELINECFO W.O. ENERGY OF NEVADA, L.L.C.INC. Facsimile: (000) 000-0000 WO ENERGY, a Delaware limited liability company HEP REFININGINC. XXXX XXXXX OF NEW MEXICO, L.L.C., a Delaware limited liability company HEP XXXXX CROSS, L.L.C., a Delaware limited liability company HEP TULSA, L.L.C., a Delaware limited liability company LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company HEP SLC, L.L.C., a Delaware limited liability company ROADRUNNER PIPELINE, L.L.C., a Delaware limited liability company HEP OPERATIONS, L.L.C., a Delaware limited liability company INC. Each by: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx /s/ Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Vice President and Treasurer Signature page to Second Amended and Restated Guaranty Agreement Address of Guarantors: 000 Xxxxxxxx XxxxxChief Financial Officer W.O. OPERATING COMPANY, Xxxxx 0000 XxxxxxLTD. W.O. PRODUCTION COMPANY, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited partnership LTD. Each by: HEP Pipeline GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners — OperatingWO Energy, L.P.Inc., a Delaware limited partnership and its Sole Member as general partner By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx /s/ Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP REFINING ASSETS, L.P., a Delaware limited partnership By: HEP Refining GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners - Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantor: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP LOGISTICS GP, L.L.C., a Delaware limited liability company By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY PARTNERS, L.P., a Delaware limited partnership By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] XXXXX ENERGY FINANCE CORP., a Delaware corporation By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY STORAGE-LOVINGTON, L.L.C., a Delaware limited liability company By: HEP Refining, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement XXXXX ENERGY STORAGE-TULSA, L.L.C., a Delaware limited liability company By: HEP Tulsa, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx Signature page to Second Amended and Restated Guaranty Agreement Chief Financial Officer Annex 1 to the Second Amended and Restated Subordinated Guaranty Agreement SUPPLEMENT NO. ____ dated as of _____________(the “Supplement”), to the Second Amended and Restated Subordinated Guaranty Agreement dated as of February __December 17, 2011 2008 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), executed by among each of the parties subsidiaries party thereto (each such party subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Xxxxx Energy Partners — OperatingXXXX PETROLEUM, L.P.INC., a Delaware limited partnership corporation (the “Borrower”), ) in favor of Xxxxx Fargo BankUNIONBANCAL EQUITIES, N.A.INC., as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Beneficiaries (as defined in the Guaranty Agreement).
Appears in 1 contract
Samples: Subordinated Guaranty Agreement (Cano Petroleum, Inc)
NOTICE OF FINAL AGREEMENTS. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTYGURANTY. THIS GUARANTY AND THE CREDIT OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. Address for each Guarantor: GUARANTORS: HEP PIPELINE GPc/x Xxxx Petroleum, L.L.C.Inc. 000 Xxxxxx Xxxxxx, a Delaware limited liability company HEP REFINING GPXxxxx 0000 LADDER COMPANIES, L.L.C.INC. Xxxx Xxxxx, a Delaware limited liability company HEP MOUNTAIN HOMEXxxxx 00000 SQUARE ONE ENERGY, L.L.C.INC. Attention: Xxxxxx X. Xxxxx, a Delaware limited liability company HEP PIPELINECFO W.O. ENERGY OF NEVADA, L.L.C.INC. Facsimile: (000) 000-0000 WO ENERGY, a Delaware limited liability company HEP REFININGINC. XXXX XXXXX OF NEW MEXICO, L.L.C.INC. PANTWIST, a Delaware limited liability company HEP XXXXX CROSS, L.L.C., a Delaware limited liability company HEP TULSA, L.L.C., a Delaware limited liability company LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company HEP SLC, L.L.C., a Delaware limited liability company ROADRUNNER PIPELINE, L.L.C., a Delaware limited liability company HEP OPERATIONS, L.L.C., a Delaware limited liability company LLC Each by: /s/ Xxxxxx X. Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxx X. Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Signature page to Second Amended and Restated Guaranty Agreement Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited partnership Each by: HEP Pipeline GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP REFINING ASSETS, L.P., a Delaware limited partnership By: HEP Refining GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners - Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantor: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP LOGISTICS GP, L.L.C., a Delaware limited liability company By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY PARTNERS, L.P., a Delaware limited partnership By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] XXXXX ENERGY FINANCE CORP., a Delaware corporation By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY STORAGE-LOVINGTON, L.L.C., a Delaware limited liability company By: HEP Refining, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement XXXXX ENERGY STORAGE-TULSA, L.L.C., a Delaware limited liability company By: HEP Tulsa, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx Signature page to Second Amended and Restated Guaranty Agreement Annex 1 to the Second Amended and Restated Guaranty Agreement SUPPLEMENT NO. ____ dated as of _____________(the “Supplement”), to the Second Amended and Restated Guaranty Agreement dated as of February __, 2011 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), executed by each of the parties thereto (each such party individually, a “Guarantor” and collectively, the “Guarantors”) of Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership (the “Borrower”), in favor of Xxxxx Fargo Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Beneficiaries (as defined in the Guaranty Agreement).President
Appears in 1 contract
Samples: Subordinated Guaranty Agreement (Cano Petroleum, Inc)
NOTICE OF FINAL AGREEMENTS. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTYGURANTY. THIS GUARANTY AND THE CREDIT OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. Address for each Guarantor: GUARANTORS: HEP PIPELINE GPc/x Xxxx Petroleum, L.L.C.Inc. 000 Xxxxxx Xxxxxx, a Delaware limited liability company HEP REFINING GPXxxxx 0000 SQUARE ONE ENERGY, L.L.C.INC. Xxxxx Xxxxx, a Delaware limited liability company HEP MOUNTAIN HOMEXxxxx 00000 LADDER COMPANIES, L.L.C.INC. Attention: Xxx Xxxxxx, a Delaware limited liability company HEP PIPELINECFO W.O. ENERGY OF NEVADA, L.L.C.INC. Facsimile: (000) 000-0000 WO ENERGY, a Delaware limited liability company HEP REFININGINC. XXXX XXXXX OF NEW MEXICO, L.L.C., a Delaware limited liability company HEP XXXXX CROSS, L.L.C., a Delaware limited liability company HEP TULSA, L.L.C., a Delaware limited liability company LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company HEP SLC, L.L.C., a Delaware limited liability company ROADRUNNER PIPELINE, L.L.C., a Delaware limited liability company HEP OPERATIONS, L.L.C., a Delaware limited liability company INC. Each by: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Xxxxxxxx Xxxxxx Vice President and Treasurer Signature page to Second Amended and Restated Guaranty Agreement Address of Guarantors: 000 Xxxxxxxx XxxxxChief Financial Officer W.O. OPERATING COMPANY, Xxxxx 0000 XxxxxxLTD. W.O. PRODUCTION COMPANY, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited partnership LTD. Each by: HEP Pipeline GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners — OperatingWO Energy, L.P.Inc., a Delaware limited partnership and its Sole Member as general partner By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Xxxxxxxx Xxxxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP REFINING ASSETS, L.P., a Delaware limited partnership By: HEP Refining GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners - Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantor: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP LOGISTICS GP, L.L.C., a Delaware limited liability company By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY PARTNERS, L.P., a Delaware limited partnership By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] XXXXX ENERGY FINANCE CORP., a Delaware corporation By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY STORAGE-LOVINGTON, L.L.C., a Delaware limited liability company By: HEP Refining, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement XXXXX ENERGY STORAGE-TULSA, L.L.C., a Delaware limited liability company By: HEP Tulsa, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx Signature page to Second Amended and Restated Guaranty Agreement Chief Financial Officer Annex 1 to the Second Amended and Restated Subordinated Guaranty Agreement SUPPLEMENT NO. ____ dated as of _____________(the “Supplement”), to the Second Amended and Restated Subordinated Guaranty Agreement dated as of February __December 17, 2011 2008 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), executed by among each of the parties subsidiaries party thereto (each such party subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Xxxxx Energy Partners — OperatingXXXX PETROLEUM, L.P.INC., a Delaware limited partnership corporation (the “Borrower”), ) in favor of Xxxxx Fargo BankUNIONBANCAL EQUITIES, N.A.INC., as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Beneficiaries (as defined in the Guaranty Agreement).
Appears in 1 contract
Samples: Subordinated Credit Agreement (Cano Petroleum, Inc)
NOTICE OF FINAL AGREEMENTS. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTY. THIS GUARANTY AND THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. GUARANTORS: XXXXX ENERGY HOLDINGS LLC, a Delaware limited liability company By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its sole member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its general partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its general partner By: Name: Xxxx Xxxxxxxx Title: Vice President and Treasurer XXXXX ENERGY PARTNERS - OPERATING, L.P., a Delaware limited partnership By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its general partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its sole member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its general partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its general partner By: Name: Xxxx Xxxxxxxx Title: Vice President and Treasurer Signature Page to Third Amended and Restated Guaranty Agreement HEP PIPELINE GP, L.L.C., a Delaware limited liability company HEP REFINING GP, L.L.C., a Delaware limited liability company HEP MOUNTAIN HOMEMountain Home, L.L.C., a Delaware limited liability company HEP PIPELINE, L.L.C., a Delaware limited liability company HEP REFINING, L.L.C., a Delaware limited liability company HEP XXXXX CROSS, L.L.C., a Delaware limited liability company HEP TULSA, L.L.C., a Delaware limited liability company LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company HEP SLC, L.L.C.LLC, a Delaware limited liability company HEP TULSA, LLC, a Delaware limited liability company ROADRUNNER PIPELINE, L.L.C., a Delaware limited liability company CHEYENNE LOGISTICS LLC, a Delaware limited liability company EL DORADO LOGISTICS LLC, a Delaware limited liability company HEP OPERATIONSEL DORADO LLC, L.L.C.a Delaware limited liability company HEP CASPER SLC LLC, a Delaware limited liability company EL DORADO OPERATING LLC, a Delaware limited liability company EL DORADO OSAGE LLC, a Delaware limited liability company HEP CHEYENNE LLC, a Delaware limited liability company XXXXX CROSS OPERATING LLC, a Delaware limited liability company HEP CHEYENNE SHORTLINE LLC, a Delaware limited liability company Each by: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C.Holdings LLC, a Delaware limited liability company, its General Partner sole Member By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member sole member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner general partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner general partner By: Xxxxxxx X. Name: Xxxx Xxxxxxxx Title: Vice President and Treasurer Signature page Page to Second Third Amended and Restated Guaranty Agreement Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited partnership Each by: HEP Pipeline GP, L.L.C., a Delaware limited liability company and company, its General Partner general partner By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C.Holdings LLC, a Delaware limited liability company, its General Partner sole member By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member sole member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner general partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner general partner By: Xxxxxxx X. Name: Xxxx Xxxxxxxx Title: Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page Page to Second Third Amended and Restated Guaranty Agreement HEP REFINING ASSETS, L.P., a Delaware limited partnership Partnership By: HEP Refining GP, L.L.C., a Delaware limited liability company and company, its General Partner general partner By: Xxxxx Energy Partners - Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C.Holdings LLC, a Delaware limited liability company, its General Partner sole member By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member sole member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner general partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner general partner By: Xxxxxxx X. Name: Xxxx Xxxxxxxx Title: Vice President and Treasurer Address of Guarantor: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP LOGISTICS GP, L.L.C., a Delaware limited liability company By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member sole member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner general partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner general partner By: Xxxxxxx X. Name: Xxxx Xxxxxxxx Title: Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY PARTNERS, L.P., a Delaware limited partnership By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President Signature Page to Third Amended and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Restated Guaranty Agreement XXXXX ENERGY FINANCE CORP., a Delaware corporation By: Xxxxxxx X. Name: Xxxx Xxxxxxxx Title: Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY STORAGE-LOVINGTON, L.L.C.STORAGE - LOVINGTON LLC, a Delaware limited liability company By: HEP Refining, L.L.C., a Delaware limited liability and company, its Sole Member sole member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C.Holdings LLC, a Delaware limited liability company, its General Partner sole member By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member sole member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner general partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner general partner By: Xxxxxxx X. Name: Xxxx Xxxxxxxx Title: Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx XxxxxHEP UNEV HOLDINGS LLC, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement XXXXX ENERGY STORAGE-TULSA, L.L.C.a Delaware limited liability company HEP UNEV PIPELINE LLC, a Delaware limited liability company By: HEP Tulsa, L.L.C., a Delaware limited liability and its Sole Member ByName: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member ByXxxx Xxxxxxxx Title: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of all Guarantors: 000 Xxxxxxxx Xxxxx0000 X. Xxxxxxx, Xxxxx 0000 XxxxxxSuite 1300 Dallas, Xxxxx 00000-0000 Facsimile: (000)000-0000 Texas 75201 Attention: Xxxxxxx X. Xxxx Signature page to Second Amended and Restated Guaranty Agreement Xxxxxxxx Annex 1 to the Second Third Amended and Restated Guaranty Agreement SUPPLEMENT NO. ____ dated as of _____________(the “Supplement”), to the Second Third Amended and Restated Guaranty Agreement dated as of February __July 27, 2011 2017 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), executed by each of the parties thereto (each such party individually, a “Guarantor” and collectively, the “Guarantors”) of Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership (the “Borrower”), in favor of Xxxxx Fargo Bank, N.A.National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Beneficiaries (as defined in the Guaranty Agreement).
Appears in 1 contract
NOTICE OF FINAL AGREEMENTS. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTY. THIS GUARANTY AND THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. GUARANTORSGUARANTOR: HEP PIPELINE GP, L.L.C., a Delaware limited liability company HEP REFINING GP, L.L.C., a Delaware limited liability company HEP MOUNTAIN HOME, L.L.C., a Delaware limited liability company HEP PIPELINE, L.L.C., a Delaware limited liability company HEP REFINING, L.L.C., a Delaware limited liability company HEP XXXXX CROSS, L.L.C., a Delaware limited liability company HEP TULSA, L.L.C., a Delaware limited liability company LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company HEP SLC, L.L.C., a Delaware limited liability company ROADRUNNER PIPELINE, L.L.C., a Delaware limited liability company HEP OPERATIONS, L.L.C., a Delaware limited liability company Each by: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Signature page to Second Amended and Restated Guaranty Agreement Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited partnership Each by: HEP Pipeline GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP REFINING ASSETS, L.P., a Delaware limited partnership By: HEP Refining GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners - Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantor: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP LOGISTICS GP, L.L.C., a Delaware limited liability company By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY PARTNERS, L.P., a Delaware limited partnership By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] XXXXX ENERGY FINANCE CORP.XX XXXXXXXX CORPORATION, a Delaware corporation By: Xxxxxxx /s/ Xxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Treasurer Address of GuarantorsChief Financial Officer Address: 000 XX Xxxxxxxx XxxxxCorporation 0000 X. Xxxxxxx, Xxxxx 0000 XxxxxxSuite 1300 Dallas, Xxxxx 00000-0000 Facsimile: (000)000-0000 Texas 75201 Attention: Xxxxxxx X. Mr. Xxxx XXXXX ENERGY STORAGE-LOVINGTONXxxxxxxx, L.L.C.Vice President, a Delaware limited liability company By: HEP RefiningFinance, L.L.C.Strategy, a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement XXXXX ENERGY STORAGE-TULSA, L.L.C., a Delaware limited liability company By: HEP Tulsa, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx Signature page to Second Amended and Restated Guaranty Agreement Annex 1 to the Second Amended and Restated Guaranty Agreement SUPPLEMENT NO. ____ dated as of _____________(the “Supplement”), to the Second Amended and Restated Guaranty Agreement dated as of February __, 2011 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), executed by each of the parties thereto (each such party individually, a “Guarantor” and collectively, the “Guarantors”) of Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership (the “Borrower”), in favor of Xxxxx Fargo Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Beneficiaries (as defined in the Guaranty Agreement).Treasurer
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NOTICE OF FINAL AGREEMENTS. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTYGURANTY. THIS GUARANTY AND THE CREDIT OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. GUARANTORSGUARANTOR: HEP PIPELINE GP, L.L.C., a Delaware limited liability company HEP REFINING GP, L.L.C., a Delaware limited liability company HEP MOUNTAIN HOME, L.L.C., a Delaware limited liability company HEP PIPELINE, L.L.C., a Delaware limited liability company HEP REFINING, L.L.C., a Delaware limited liability company HEP XXXXX CROSS, L.L.C., a Delaware limited liability company HEP TULSA, L.L.C., a Delaware limited liability company LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company HEP SLC, L.L.C., a Delaware limited liability company ROADRUNNER PIPELINE, L.L.C., a Delaware limited liability company HEP OPERATIONS, L.L.C., a Delaware limited liability company Each by: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member [SUBSIDIARY OF BORROWER] By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner ByName: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member ByTitle: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Signature page to Second Amended and Restated Guaranty Agreement Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited partnership Each by: HEP Pipeline GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP REFINING ASSETS, L.P., a Delaware limited partnership By: HEP Refining GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners - Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantor: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.SUBSIDIARY OF BORROWER] Signature page to Second Amended and Restated Guaranty Agreement HEP LOGISTICS GP, L.L.C., a Delaware limited liability company By: Xxxxx Energy PartnersName: Title: Address of Guarantor: ADMINISTRATIVE AGENT: ENERGY COMPONENTS SPC EEP ENERGY EXPLORATION AND PRODUCTION SEGREGATED PORTFOLIO, L.P., a Delaware limited partnership, its Sole Member as Administrative Agent By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner ByName: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner ByXxxx Xxxxxxxx Title: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY PARTNERS, L.P., a Delaware limited partnership By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] XXXXX ENERGY FINANCE CORP., a Delaware corporation By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY STORAGE-LOVINGTON, L.L.C., a Delaware limited liability company By: HEP Refining, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement XXXXX ENERGY STORAGE-TULSA, L.L.C., a Delaware limited liability company By: HEP Tulsa, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx Signature page to Second Amended and Restated Guaranty Agreement Authorized Signer Annex 1 to the Second Amended and Restated Guaranty Agreement SUPPLEMENT NO. ____ dated as of _____________(the “Supplement”), to the Second Amended and Restated Guaranty Agreement dated as of February __November , 2011 2005 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), executed by among each of the parties subsidiaries party thereto (each such party subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of Xxxxx Energy Partners — OperatingXXXX PETROLEUM, L.P.INC., a Delaware limited partnership corporation (the “Borrower”), ) in favor of Xxxxx Fargo Bank, N.A.ENERGY COMPONENTS SPC EEP ENERGY EXPLORATION AND PRODUCTION SEGREGATED PORTFOLIO, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Beneficiaries (as defined in the Guaranty Agreement).
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NOTICE OF FINAL AGREEMENTS. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTY. THIS GUARANTY AND THE CREDIT LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Each Guarantor of the undersigned has caused this Guaranty to be duly executed as of the date first above written. GUARANTORSGUARANTOR: HEP PIPELINE GPCRIMSON MIDSTREAM OPERATING, L.L.C.LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer CORRIDOR MOGAS, a Delaware limited liability company HEP REFINING GP, L.L.C., a Delaware limited liability company HEP MOUNTAIN HOME, L.L.C., a Delaware limited liability company HEP INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CEO & President CRIMSON PIPELINE, L.L.C., a Delaware limited liability company HEP REFINING, L.L.C., a Delaware limited liability company HEP XXXXX CROSS, L.L.C., a Delaware limited liability company HEP TULSA, L.L.C., a Delaware limited liability company LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company HEP SLC, L.L.C., a Delaware limited liability company ROADRUNNER LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer CARDINAL PIPELINE, L.L.C.L.P. By: Crimson Pipeline, a Delaware limited liability company HEP OPERATIONSLLC, L.L.C.its sole general partner By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer CRIMSON MIDSTREAM HOLDINGS, a Delaware limited liability company Each byLLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer MOGAS DEBT HOLDCO LLC By: CorEnergy Infrastructure Trust, Inc., its sole member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx Energy Partners — OperatingX. Xxxxxxx Title: Executive Chairman, L.P., a Delaware limited partnership and its Sole Member CEO & President MOGAS PIPELINE. LLC By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President CORENERGY PIPELINE COMPANY. LLC By: /s/ Xxxxx Energy PartnersX. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: CEO UNITED PROPERTY SYSTEMS, L.P., a Delaware limited partnership, its Sole Member LLC By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By/s/ Xxxxx X. Xxxxxxx Name: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner ByX. Xxxxxxx Title: Xxxxxxx X. Xxxx Vice President and Treasurer Signature page to Second Amended and Restated Guaranty Agreement Address of GuarantorsADMINISTRATIVE AGENT: 000 Xxxxxxxx XxxxxXXXXX FARGO BANK, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited partnership Each by: HEP Pipeline GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP REFINING ASSETS, L.P., a Delaware limited partnership By: HEP Refining GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners - Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantor: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP LOGISTICS GP, L.L.C., a Delaware limited liability company By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY PARTNERS, L.P., a Delaware limited partnership By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] XXXXX ENERGY FINANCE CORP., a Delaware corporation By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY STORAGE-LOVINGTON, L.L.C., a Delaware limited liability company By: HEP Refining, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement XXXXX ENERGY STORAGE-TULSA, L.L.C., a Delaware limited liability company By: HEP Tulsa, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx Signature page to Second Amended and Restated Guaranty Agreement Annex 1 to the Second Amended and Restated Guaranty Agreement SUPPLEMENT NO. ____ dated as of _____________(the “Supplement”), to the Second Amended and Restated Guaranty Agreement dated as of February __, 2011 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), executed by each of the parties thereto (each such party individually, a “Guarantor” and collectively, the “Guarantors”) of Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership (the “Borrower”), in favor of Xxxxx Fargo Bank, N.A.NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Beneficiaries (as defined in the Guaranty Agreement).By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director
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Samples: Guaranty Agreement (CorEnergy Infrastructure Trust, Inc.)
NOTICE OF FINAL AGREEMENTS. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTYGURANTY. THIS GUARANTY AND THE CREDIT OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. Address for each Guarantor: GUARANTORS: HEP PIPELINE GPc/x Xxxx Petroleum, L.L.C.Inc. 000 Xxxx 0xx Xxxxxx, a Delaware limited liability company HEP REFINING GPXxxxx 0000 SQUARE ONE ENERGY, L.L.C., a Delaware limited liability company HEP MOUNTAIN HOME, L.L.C., a Delaware limited liability company HEP PIPELINE, L.L.C., a Delaware limited liability company HEP REFINING, L.L.C., a Delaware limited liability company HEP XXXXX CROSS, L.L.C., a Delaware limited liability company HEP TULSA, L.L.C., a Delaware limited liability company LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company HEP SLC, L.L.C., a Delaware limited liability company ROADRUNNER PIPELINE, L.L.C., a Delaware limited liability company HEP OPERATIONS, L.L.C., a Delaware limited liability company Each by: INC. Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Signature page to Second Amended and Restated Guaranty Agreement Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx00000 Attention: Xxxx Xxxxxxxx, Xxxxx 00000-0000 CFO By: /s/ S. Xxxxxxx Xxxxxxx Facsimile: (000)000000) 000-0000 AttentionName: S. Xxxxxxx X. Xxxx HEP NAVAJO SOUTHERNXxxxxxx Title: President LADDER COMPANIES, L.P., a Delaware limited partnership HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited partnership Each by: HEP Pipeline GP, L.L.C., a Delaware limited liability company and its General Partner INC. By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By/s/ S. Xxxxxxx Xxxxxxx Name: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner ByS. Xxxxxxx Xxxxxxx Title: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP REFINING ASSETS, L.P., a Delaware limited partnership By: HEP Refining GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners - Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantor: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP LOGISTICS GP, L.L.C., a Delaware limited liability company By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY PARTNERS, L.P., a Delaware limited partnership By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] XXXXX ENERGY FINANCE CORP., a Delaware corporation By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY STORAGE-LOVINGTON, L.L.C., a Delaware limited liability company By: HEP Refining, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement XXXXX ENERGY STORAGE-TULSA, L.L.C., a Delaware limited liability company By: HEP Tulsa, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx Signature page to Second Amended and Restated Guaranty Agreement Annex 1 to the Second Amended and Restated Guaranty Agreement SUPPLEMENT NO. ____ dated as of _____________(the “Supplement”), to the Second Amended and Restated Guaranty Agreement dated as of February __, 2011 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), executed by each of the parties thereto (each such party individually, a “Guarantor” and collectively, the “Guarantors”) of Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership (the “Borrower”), in favor of Xxxxx Fargo Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Beneficiaries (as defined in the Guaranty Agreement).President
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NOTICE OF FINAL AGREEMENTS. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTYGURANTY. THIS GUARANTY AND THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. GUARANTORS: HEP PIPELINE GP, L.L.C., a Delaware limited liability company HEP REFINING GP, L.L.C., a Delaware limited liability company HEP MOUNTAIN HOME, L.L.C., a Delaware limited liability company HEP PIPELINE, L.L.C., a Delaware limited liability company HEP REFINING, L.L.C., a Delaware limited liability company HEP XXXXX CROSS, L.L.C., a Delaware limited liability company HEP TULSA, L.L.C., a Delaware limited liability company LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company HEP SLC, L.L.C., a Delaware limited liability company ROADRUNNER PIPELINE, L.L.C., a Delaware limited liability company HEP OPERATIONS, L.L.C., a Delaware limited liability company Each by: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Managing Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Signature page to Second Amended and Restated Guaranty Agreement Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited partnership Each by: HEP Pipeline GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP REFINING ASSETS, L.P., a Delaware limited partnership By: HEP Refining GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners - Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantor: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP LOGISTICS GP, L.L.C., a Delaware limited liability company By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY PARTNERS, L.P., a Delaware limited partnership By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] XXXXX ENERGY FINANCE CORP., a Delaware corporation By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY STORAGE-LOVINGTON, L.L.C., a Delaware limited liability company By: HEP Refining, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement XXXXX ENERGY STORAGE-TULSA, L.L.C., a Delaware limited liability company By: HEP Tulsa, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx Signature page to Second Amended and Restated Guaranty Agreement Annex 1 to the Second Amended and Restated Guaranty Agreement SUPPLEMENT NO. ____ dated as of _____________(the “Supplement”), to the Second Amended and Restated Guaranty Agreement dated as of February __, 2011 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), executed by each of the parties thereto (each such party individually, a “Guarantor” and collectively, the “Guarantors”) of Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership (the “Borrower”), in favor of Xxxxx Fargo Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Beneficiaries (as defined in the Guaranty Agreement).:
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NOTICE OF FINAL AGREEMENTS. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS GUARANTYGURANTY. THIS GUARANTY AND THE CREDIT OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank.] Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. Address for each Guarantor: GUARANTORS: HEP PIPELINE GPc/x Xxxx Petroleum, L.L.C.Inc. 800 Xxxxxx Xxxxxx, a Delaware limited liability company HEP REFINING GPXxxxx 0000 XQUARE ONE ENERGY, L.L.C.INC. Foxxx Xxxxx, a Delaware limited liability company HEP MOUNTAIN HOMEXxxxx 00000 XADDER COMPANIES, L.L.C.INC. Attention: Xxx Xxxxxx, a Delaware limited liability company HEP PIPELINECFO W.O. ENERGY OF NEVADA, L.L.C.INC. Facsimile: (000) 000-0000 WO ENERGY, a Delaware limited liability company HEP REFININGINC. XXXX XXXXX OF NEW MEXICO, L.L.C., a Delaware limited liability company HEP XXXXX CROSS, L.L.C., a Delaware limited liability company HEP TULSA, L.L.C., a Delaware limited liability company LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company HEP SLC, L.L.C., a Delaware limited liability company ROADRUNNER PIPELINE, L.L.C., a Delaware limited liability company HEP OPERATIONS, L.L.C., a Delaware limited liability company INC. Each by: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Xxxxxxxx Xxxxxx Vice President and Treasurer Signature page to Second Amended and Restated Guaranty Agreement Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited partnership Each by: HEP Pipeline GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP REFINING ASSETS, L.P., a Delaware limited partnership By: HEP Refining GP, L.L.C., a Delaware limited liability company and its General Partner By: Xxxxx Energy Partners - Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantor: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement HEP LOGISTICS GP, L.L.C., a Delaware limited liability company By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY PARTNERS, L.P., a Delaware limited partnership By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] XXXXX ENERGY FINANCE CORP., a Delaware corporation By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx XXXXX ENERGY STORAGE-LOVINGTON, L.L.C., a Delaware limited liability company By: HEP Refining, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx [Signature pages continue.] Signature page to Second Amended and Restated Guaranty Agreement XXXXX ENERGY STORAGE-TULSA, L.L.C., a Delaware limited liability company By: HEP Tulsa, L.L.C., a Delaware limited liability and its Sole Member By: Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership and its Sole Member By: HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxx Energy Partners, L.P., a Delaware limited partnership, its Sole Member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its General Partner By: Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its General Partner By: Xxxxxxx X. Xxxx Vice President and Treasurer Address of Guarantors: 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-0000 Facsimile: (000)000-0000 Attention: Xxxxxxx X. Xxxx Signature page to Second Amended and Restated Guaranty Agreement Annex 1 to the Second Amended and Restated Guaranty Agreement SUPPLEMENT NO. ____ dated as of _____________(the “Supplement”), to the Second Amended and Restated Guaranty Agreement dated as of February __, 2011 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), executed by each of the parties thereto (each such party individually, a “Guarantor” and collectively, the “Guarantors”) of Xxxxx Energy Partners — Operating, L.P., a Delaware limited partnership (the “Borrower”), in favor of Xxxxx Fargo Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Beneficiaries (as defined in the Guaranty Agreement).Chief Financial Officer
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