NOTICE OF FINAL AGREEMENTS. THIS GUARANTY AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES 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: ENLINK MIDSTREAM PARTNERS, LP By: EnLink Midstream GP, LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Executive Vice President and Chief Financial Officer Signature Page to Guaranty Agreement (Revolving Credit Agreement) ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Vice President Signature Page to Guaranty Agreement (Revolving Credit Agreement) Exhibit A to Guaranty Agreement Guaranty Supplement No. (Revolving Credit Agreement) THIS GUARANTY SUPPLEMENT NO. (this “Guaranty Supplement”) is made as of , to the Guaranty Agreement (Revolving Credit Agreement) dated as of January 25, 2019 (such agreement, together with all amendments, restatements, other modifications and Guaranty Supplements (as such term is defined therein), the “Guaranty”), executed by EnLink Midstream Partners, LP, a Delaware limited partnership, as the initial signatory thereto and each other Person who from time to time thereafter became a party thereto pursuant to Section 16 thereof (each, individually, a “Guarantor” and, collectively, the “Guarantors”), in favor of Administrative Agent (as defined in the Guaranty) for the benefit of the Lender Parties (as used in the Guaranty).
Appears in 1 contract
Samples: Guaranty Agreement
NOTICE OF FINAL AGREEMENTS. THIS GUARANTY AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS PURSUANT TO SECTION 26.02 OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE PARTIES. [Remainder of this page intentionally left blank.] AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. GUARANTORSc/x Xxxx Petroleum, Inc. 000 Xxxxxx Xxxxxx, Xxxxx 0000 SQUARE ONE ENERGY, INC. Xxxxx Xxxxx, Xxxxx 00000 LADDER COMPANIES, INC. Attention: ENLINK MIDSTREAM PARTNERSXxx Xxxxxx, LP ByCFO W.O. ENERGY OF NEVADA, INC. Facsimile: EnLink Midstream GP(000) 000-0000 WO ENERGY, LLC, its general partner INC. Each By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Executive Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Vice President and Chief Financial Officer Signature Page to Guaranty Agreement (Revolving Credit Agreement) ADMINISTRATIVE AGENTEach By: BANK OF AMERICAWO Energy, N.A.Inc., as Administrative Agent general partner By: /s/ Xxx X. Xxxxxxxx Xxxxxx Name: Xxx X. Xxxxxxxx Xxxxxx Title: Vice President Signature Page to Guaranty Agreement (Revolving Credit Agreement) Exhibit A to Guaranty Agreement Guaranty Supplement No. (Revolving Credit Agreement) THIS GUARANTY and Chief Financial Officer SUPPLEMENT NO. dated as of (this the “Guaranty Supplement”) is made as of ), to the Subordinated Guaranty Agreement (Revolving Credit Agreement) dated as of January 25December 17, 2019 (such agreement, together with all amendments, restatements, other modifications and Guaranty Supplements 2008 (as such term is defined therein)amended, supplemented or otherwise modified from time to time, the “GuarantyGuaranty Agreement”), executed by EnLink Midstream Partners, LP, a Delaware limited partnership, as among each of the initial signatory thereto and each other Person who from time to time thereafter became a subsidiaries party thereto pursuant to Section 16 thereof (each, each such subsidiary individually, a “Guarantor” and, and collectively, the “Guarantors”)) of XXXX PETROLEUM, INC., a Delaware corporation (the “Borrower”) in favor of UNIONBANCAL EQUITIES, INC., as Administrative Agent (as defined in the Guaranty“Administrative Agent”) for the benefit of the Lender Parties Beneficiaries (as used defined in the GuarantyGuaranty Agreement).
A. Reference is made to the Subordinated Credit Agreement dated as of December 17, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”), and the Administrative Agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement and the Credit Agreement.
C. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Advances. Pursuant to Section 6.15 of the Credit Agreement, the Subsidiaries of the Borrower are required to enter into the Guaranty Agreement as Guarantors. Section 16 of the Guaranty Agreement provides that additional Subsidiaries of the Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement. Accordingly, the Administrative Agent and the New Guarantor agree as follows:
SECTION 1. In accordance with Section 16 of the Guaranty Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guaranty Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guaranty Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof. Each reference to a “Guarantor” in the Guaranty Agreement shall be deemed to include the New Guarantor. The Guaranty Agreement is hereby incorporated herein by reference.
SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the other Beneficiaries that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Supplement by fax transmission shall be as effective as delivery of a manually executed counterpart of this Supplement.
SECTION 4. Except as expressly supplemented hereby, the Guaranty Agreement shall remain in full force and effect.
SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. The New Guarantor hereby irrevocably submits to the jurisdiction of any Texas state or federal court sitting in Dallas, Texas in any action or proceeding arising out of or relating to this Supplement or the Guaranty Agreement and the other Loan Documents, and the New Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such court. The New Guarantor hereby irrevocably waives, to the fullest extent it may effectively do so, any right it may have to the defense of an inconvenient forum to the maintenance of such action or proceeding. The New Guarantor hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such action or proceeding may be made by mailing or delivering a copy of such process to such Guarantor at its address set forth on the signature page hereof. The New Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section shall affect the rights of any Beneficiary to serve legal process in any other manner permitted by the law or affect the right of any Beneficiary to bring any action or proceeding against the New Guarantor or its Property in the courts of any other jurisdiction.
SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guaranty Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 10 of the Guaranty Agreement. All communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature below.
SECTION 8. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the fees, disbursements and other charges of counsel for the Administrative Agent.
Appears in 1 contract
Samples: Subordinated Guaranty Agreement (Cano Petroleum, Inc)
NOTICE OF FINAL AGREEMENTS. THIS GUARANTY AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS PURSUANT TO SECTION 26.02 OF THE PARTIESTEXAS 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. 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: ENLINK MIDSTREAM PARTNERS, LP [SUBSIDIARY OF BORROWER] By: EnLink Midstream GP, LLC, its general partner Name: Title: [SUBSIDIARY OF BORROWER] By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Executive Vice President and Chief Financial Officer Signature Page to Guaranty Agreement (Revolving Credit Agreement) ADMINISTRATIVE AGENT: UNION BANK OF AMERICACALIFORNIA, N.A., as Administrative Agent By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Vice President Signature Page to Guaranty Agreement (Revolving Credit Agreement) Exhibit A to Guaranty Agreement Guaranty Supplement No. (Revolving Credit Agreement) THIS GUARANTY SUPPLEMENT NO. dated as of (this the “Guaranty Supplement”) is made as of ), to the Guaranty Agreement (Revolving Credit Agreement) dated as of January 25November 29, 2019 (such agreement, together with all amendments, restatements, other modifications and Guaranty Supplements 2005 (as such term is defined therein)amended, supplemented or otherwise modified from time to time, the “GuarantyGuaranty Agreement”), executed by EnLink Midstream Partners, LP, a Delaware limited partnership, as among each of the initial signatory thereto and each other Person who from time to time thereafter became a subsidiaries party thereto pursuant to Section 16 thereof (each, each such subsidiary individually, a “Guarantor” and, and collectively, the “Guarantors”)) of XXXX PETROLEUM, INC., a Delaware corporation (the “Borrower”) in favor of UNION BANK OF CALIFORNIA, N.A., as Administrative Agent (as defined in the Guaranty“Administrative Agent”) for the benefit of the Lender Parties Beneficiaries (as used defined in the GuarantyGuaranty Agreement).
A. Reference is made to the Credit Agreement dated as of November 29, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”), and the Administrative Agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement and the Credit Agreement.
C. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Advances and the Issuing Lender to issue Letters of Credit. Pursuant to Section 6.15 of the Credit Agreement, the Subsidiaries of the Borrower are required to enter into the Guaranty Agreement as Guarantors. Section 16 of the Guaranty Agreement provides that additional Subsidiaries of the Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in order to induce the Lenders to make additional Advances and the Issuing Lender to issue additional Letters of Credit and as consideration for Advances previously made and Letters of Credit previously issued. Accordingly, the Administrative Agent and the New Guarantor agree as follows:
SECTION 1. In accordance with Section 16 of the Guaranty Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guaranty Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guaranty Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof. Each reference to a “Guarantor” in the Guaranty Agreement shall be deemed to include the New Guarantor. The Guaranty Agreement is hereby incorporated herein by reference.
SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the other Beneficiaries that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Supplement by fax transmission shall be as effective as delivery of a manually executed counterpart of this Supplement.
SECTION 4. Except as expressly supplemented hereby, the Guaranty Agreement shall remain in full force and effect.
SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. The New Guarantor hereby irrevocably submits to the jurisdiction of any Texas state or federal court sitting in Dallas, Texas in any action or proceeding arising out of or relating to this Supplement or the Guaranty Agreement and the other Loan Documents, and the New Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such court. The New Guarantor hereby irrevocably waives, to the fullest extent it may effectively do so, any right it may have to the defense of an inconvenient forum to the maintenance of such action or proceeding. The New Guarantor hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such action or proceeding may be made by mailing or delivering a copy of such process to such Guarantor at its address set forth on the signature page hereof. The New Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section shall affect the rights of any Beneficiary to serve legal process in any other manner permitted by the law or affect the right of any Beneficiary to bring any action or proceeding against the New Guarantor or its Property in the courts of any other jurisdiction.
SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guaranty Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 10 of the Guaranty Agreement. All communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature below.
SECTION 8. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the fees, disbursements and other charges of counsel for the Administrative Agent.
Appears in 1 contract
NOTICE OF FINAL AGREEMENTS. THIS GUARANTY AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS PURSUANT TO SECTION 26.02 OF THE PARTIESTEXAS 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. 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: ENLINK MIDSTREAM PARTNERSXXXXX ENERGY HOLDINGS LLC, LP a Delaware limited liability company By: EnLink Midstream GPXxxxx Energy Partners, LLCL.P., a Delaware limited partnership, its sole member By: HEP Logistics Holdings, L.P., a Delaware limited partnership, its general partner By: /s/ Xxxx X. Xxxxxxxxxx Xxxxx Logistic Services, L.L.C., a Delaware limited liability company, its general partner By: Name: Xxxx X. Xxxxxxxxxx Title: Executive Vice President and Chief Financial Officer Signature Page to Guaranty Agreement (Revolving Credit Agreement) ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Xxxxxxxx Title: Vice President Signature Page to Guaranty Agreement (Revolving Credit Agreement) Exhibit A to Guaranty Agreement Guaranty Supplement No. (Revolving Credit Agreement) THIS GUARANTY SUPPLEMENT NO. (this “Guaranty Supplement”) is made as of and Treasurer a Delaware limited partnership By: HEP Logistics GP, to the Guaranty Agreement (Revolving Credit Agreement) dated as of January 25L.L.C., 2019 (such agreementa Delaware limited liability company, together with all amendments, restatements, other modifications and Guaranty Supplements (as such term is defined therein), the “Guaranty”), executed by EnLink Midstream its general partner By: Xxxxx Energy Partners, LPL.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 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 LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company HEP SLC, 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 EL DORADO LLC, 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 Holdings LLC, a Delaware limited liability company, its sole Member 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 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, its general partner By: Xxxxx Energy Holdings LLC, a Delaware limited liability company, its sole member 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 HEP REFINING ASSETS, L.P., a Delaware limited Partnership By: HEP Refining GP, L.L.C., a Delaware limited liability company, its general partner By: Xxxxx Energy Holdings LLC, a Delaware limited liability company, its sole member 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 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: Name: Xxxx Xxxxxxxx Title: Vice President and Treasurer XXXXX ENERGY FINANCE CORP., a Delaware corporation By: Name: Xxxx Xxxxxxxx Title: Vice President and Treasurer XXXXX ENERGY STORAGE - LOVINGTON LLC, a Delaware limited liability company By: HEP Refining, L.L.C., a Delaware limited liability company, its sole member By: Xxxxx Energy Holdings LLC, a Delaware limited liability company, its sole member 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 HEP UNEV HOLDINGS LLC, a Delaware limited liability company HEP UNEV PIPELINE LLC, a Delaware limited liability company By: Name: Xxxx Xxxxxxxx Title: Vice President and Treasurer Address of all Guarantors: 0000 X. Xxxxxxx, Suite 1300 Dallas, Texas 75201 Attention: Xxxx Xxxxxxxx SUPPLEMENT NO. dated as of (the initial signatory thereto “Supplement”), to the Third Amended and each other Person who Restated Guaranty Agreement dated as of July 27, 2017 (as amended, supplemented or otherwise modified from time to time thereafter became a time, the “Guaranty Agreement”), executed by each of the parties thereto (each such party thereto pursuant to Section 16 thereof (each, individually, a “Guarantor” and, and collectively, the “Guarantors”), in favor of Xxxxx Fargo Bank, National Association, as Administrative Agent (as defined in such capacity, the Guaranty“Administrative Agent”) for the benefit of the Lender Parties Beneficiaries (as used defined in the GuarantyGuaranty Agreement).
A. Reference is made to the Third Amended and Restated Credit Agreement dated as of July 27, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxx Energy Partners, L.P., a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto (the “Lenders”), and the Administrative Agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement or the Credit Agreement.
C. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Advances and the Issuing Banks to issue Letters of Credit. Pursuant to Section 5.10 of the Credit Agreement, certain Material Subsidiaries of the Borrower and Holdco Entities are required to enter into the Guaranty Agreement as Guarantors. Section 18 of the Guaranty Agreement provides that additional Material Subsidiaries of the Borrower and Holdco Entities may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Material Subsidiary of the Borrower or Holdco Entity (the “New Guarantor”), as applicable, is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in order to induce the Lenders to make additional Advances and the Issuing Banks to issue additional Letters of Credit and as consideration for Advances previously made and Letters of Credit previously issued. Accordingly, the Administrative Agent and the New Guarantor agree as follows:
1. In accordance with Section 18 of the Guaranty Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guaranty Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guaranty Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof. Each reference to a “Guarantor” in the Guaranty Agreement shall be deemed to include the New Guarantor. The Guaranty Agreement is hereby incorporated herein by reference.
2. The New Guarantor represents and warrants to the Administrative Agent and the other Beneficiaries that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile, electronic mail or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Supplement.
4. Except as expressly supplemented hereby, the Guaranty Agreement shall remain in full force and effect.
5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. The New Guarantor hereby irrevocably submits to the jurisdiction of any Texas state or federal court sitting in Dallas, Texas in any action or proceeding arising out of or relating to this Supplement or the Guaranty Agreement and the other Credit Documents, and the New Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such court. The New Guarantor hereby irrevocably waives, to the fullest extent it may effectively do so, any right it may have to the defense of an inconvenient forum to the maintenance of such action or proceeding. The New Guarantor hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such action or proceeding may be made by mailing or delivering a copy of such process to the New Guarantor at its address set forth on the signature page hereof. The New Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section shall affect the rights of any Beneficiary to serve legal process in any other manner permitted by law or affect the right of any Beneficiary to bring any action or proceeding against the New Guarantor or its Property in the courts of any other jurisdiction.
6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guaranty Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
7. All communications and notices hereunder shall be in writing and given as provided in Section 10 of the Guaranty Agreement. All communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature below or such other address as shall be designated by the New Guarantor in a written notice to the Administrative Agent.
8. Subject to Section 9.04 of the Credit Agreement, the New Guarantor agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses in connection with this Supplement, including the reasonable and documented fees, disbursements and other charges of counsel for the Administrative Agent.
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. Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. c/x Xxxx Petroleum, Inc. 000 Xxxxxx Xxxxxx, Xxxxx 0000 SQUARE ONE ENERGY, INC. Xxxxx Xxxxx, Xxxxx 00000 LADDER COMPANIES, INC. Attention: Xxx Xxxxxx, CFO W.O. ENERGY OF NEVADA, INC. Facsimile: (000) 000-0000 WO ENERGY, INC. Each By: Xxxxxxxx Xxxxxx Vice President and Chief Financial Officer Each By: WO Energy, Inc., as general partner Xxxxxxxx Xxxxxx Vice President and Chief Financial Officer SUPPLEMENT NO. dated as of (the “Supplement”), to the Subordinated Guaranty Agreement dated as of December 17, 2008 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), among each of the subsidiaries party thereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of XXXX PETROLEUM, INC., a Delaware corporation (the “Borrower”) in favor of UNIONBANCAL EQUITIES, INC., as Administrative Agent (the “Administrative Agent”) for the benefit of the Beneficiaries (as defined in the Guaranty Agreement).
A. Reference is made to the Subordinated Credit Agreement dated as of December 17, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”), and the Administrative Agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement and the Credit Agreement.
C. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Advances. Pursuant to Section 6.15 of the Credit Agreement, the Subsidiaries of the Borrower are required to enter into the Guaranty Agreement as Guarantors. Section 16 of the Guaranty Agreement provides that additional Subsidiaries of the Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement. Accordingly, the Administrative Agent and the New Guarantor agree as follows:
SECTION 1. In accordance with Section 16 of the Guaranty Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guaranty Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guaranty Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof. Each reference to a “Guarantor” in the Guaranty Agreement shall be deemed to include the New Guarantor. The Guaranty Agreement is hereby incorporated herein by reference.
SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the other Beneficiaries that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Supplement by fax transmission shall be as effective as delivery of a manually executed counterpart of this Supplement.
SECTION 4. Except as expressly supplemented hereby, the Guaranty Agreement shall remain in full force and effect.
SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. The New Guarantor hereby irrevocably submits to the jurisdiction of any Texas state or federal court sitting in Dallas, Texas in any action or proceeding arising out of or relating to this Supplement or the Guaranty Agreement and the other Loan Documents, and the New Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such court. The New Guarantor hereby irrevocably waives, to the fullest extent it may effectively do so, any right it may have to the defense of an inconvenient forum to the maintenance of such action or proceeding. The New Guarantor hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such action or proceeding may be made by mailing or delivering a copy of such process to such Guarantor at its address set forth on the signature page hereof. The New Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section shall affect the rights of any Beneficiary to serve legal process in any other manner permitted by the law or affect the right of any Beneficiary to bring any action or proceeding against the New Guarantor or its Property in the courts of any other jurisdiction.
SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guaranty Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 10 of the Guaranty Agreement. All communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature below.
SECTION 8. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the fees, disbursements and other charges of counsel for the Administrative Agent.
SECTION 9. 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 GURANTY. THIS SUPPLEMENT, THE GUARANTY AGREEMENT AND THE 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. GUARANTORS: ENLINK MIDSTREAM PARTNERS, LP By: EnLink Midstream GP, LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Executive Vice President and Chief Financial Officer Signature Page to Guaranty Agreement (Revolving Credit Agreement) ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Vice President Signature Page to Guaranty Agreement (Revolving Credit Agreement) Exhibit A to Guaranty Agreement Guaranty Supplement No. (Revolving Credit Agreement) THIS GUARANTY SUPPLEMENT NO. (this “Guaranty Supplement”) is made as of , to the Guaranty Agreement (Revolving Credit Agreement) dated as of January 25, 2019 (such agreement, together with all amendments, restatements, other modifications and Guaranty Supplements (as such term is defined therein), the “Guaranty”), executed by EnLink Midstream Partners, LP, a Delaware limited partnership, as the initial signatory thereto and each other Person who from time to time thereafter became a party thereto pursuant to Section 16 thereof (each, individually, a “Guarantor” and, collectively, the “Guarantors”), in favor of Administrative Agent (as defined in the Guaranty) for the benefit of the Lender Parties (as used in the Guaranty).
Appears in 1 contract
Samples: Subordinated Credit Agreement (Cano Petroleum, Inc)
NOTICE OF FINAL AGREEMENTS. THIS GUARANTY AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS PURSUANT TO SECTION 26.02 OF THE PARTIESTEXAS 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. 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. GUARANTORSc/x Xxxx Petroleum, Inc. 000 Xxxxxx Xxxxxx, Xxxxx 0000 SQUARE ONE ENERGY, INC. Xxxxx Xxxxx, Xxxxx 00000 LADDER COMPANIES, INC. Attention: ENLINK MIDSTREAM PARTNERSXxx Xxxxxx, LP ByCFO W.O. ENERGY OF NEVADA, INC. Facsimile: EnLink Midstream GP(000) 000-0000 WO ENERGY, LLC, its general partner INC. Each By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Executive Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Vice President and Chief Financial Officer Signature Page to Guaranty Agreement (Revolving Credit Agreement) ADMINISTRATIVE AGENTEach By: WO Energy, Inc., as general partner By: /s/ Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Vice President and Chief Financial Officer UNION BANK OF AMERICACALIFORNIA, N.A., as Administrative Agent By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx Senior Vice President Signature Page to Guaranty Agreement (Revolving Credit Agreement) Exhibit A to Guaranty Agreement Guaranty Supplement No. (Revolving Credit Agreement) THIS GUARANTY SUPPLEMENT NO. dated as of (this the “Guaranty Supplement”) is made as of ), to the Amended and Restated Guaranty Agreement (Revolving Credit Agreement) dated as of January 25December 17, 2019 (such agreement, together with all amendments, restatements, other modifications and Guaranty Supplements 2008 (as such term is defined therein)amended, supplemented or otherwise modified from time to time, the “GuarantyGuaranty Agreement”), executed by EnLink Midstream Partners, LP, a Delaware limited partnership, as among each of the initial signatory thereto and each other Person who from time to time thereafter became a subsidiaries party thereto pursuant to Section 16 thereof (each, each such subsidiary individually, a “Guarantor” and, and collectively, the “Guarantors”)) of XXXX PETROLEUM, INC., a Delaware corporation (the “Borrower”) in favor of UNION BANK OF CALIFORNIA, N.A., as Administrative Agent (as defined in the Guaranty“Administrative Agent”) for the benefit of the Lender Parties Beneficiaries (as used defined in the GuarantyGuaranty Agreement).
A. Reference is made to the Amended and Restated Credit Agreement dated as of December 17, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”), and the Administrative Agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement and the Credit Agreement.
C. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Advances and the Issuing Lender to issue Letters of Credit. Pursuant to Section 6.15 of the Credit Agreement, the Subsidiaries of the Borrower are required to enter into the Guaranty Agreement as Guarantors. Section 16 of the Guaranty Agreement provides that additional Subsidiaries of the Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in order to induce the Lenders to make additional Advances and the Issuing Lender to issue additional Letters of Credit and as consideration for Advances previously made and Letters of Credit previously issued. Accordingly, the Administrative Agent and the New Guarantor agree as follows:
SECTION 1. In accordance with Section 16 of the Guaranty Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guaranty Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guaranty Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof. Each reference to a “Guarantor” in the Guaranty Agreement shall be deemed to include the New Guarantor. The Guaranty Agreement is hereby incorporated herein by reference.
SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the other Beneficiaries that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Supplement by fax transmission shall be as effective as delivery of a manually executed counterpart of this Supplement.
SECTION 4. Except as expressly supplemented hereby, the Guaranty Agreement shall remain in full force and effect.
SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. The New Guarantor hereby irrevocably submits to the jurisdiction of any Texas state or federal court sitting in Dallas, Texas in any action or proceeding arising out of or relating to this Supplement or the Guaranty Agreement and the other Loan Documents, and the New Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such court. The New Guarantor hereby irrevocably waives, to the fullest extent it may effectively do so, any right it may have to the defense of an inconvenient forum to the maintenance of such action or proceeding. The New Guarantor hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such action or proceeding may be made by mailing or delivering a copy of such process to such Guarantor at its address set forth on the signature page hereof. The New Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section shall affect the rights of any Beneficiary to serve legal process in any other manner permitted by the law or affect the right of any Beneficiary to bring any action or proceeding against the New Guarantor or its Property in the courts of any other jurisdiction.
SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guaranty Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 10 of the Guaranty Agreement. All communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature below.
SECTION 8. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the fees, disbursements and other charges of counsel for the Administrative Agent.
Appears in 1 contract
NOTICE OF FINAL AGREEMENTS. THIS GUARANTY AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS PURSUANT TO SECTION 26.02 OF THE PARTIESTEXAS 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. 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: ENLINK MIDSTREAM PARTNERS, LP [SUBSIDIARY OF BORROWER] By: EnLink Midstream GP, LLC, its general partner Name: Title: [SUBSIDIARY OF BORROWER] By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Executive Vice President and Chief Financial Officer Signature Page to Guaranty Agreement (Revolving Credit Agreement) ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A.ENERGY COMPONENTS SPC EEP ENERGY EXPLORATION AND PRODUCTION SEGREGATED PORTFOLIO, as Administrative Agent By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Xxxx Xxxxxxxx Title: Vice President Signature Page to Guaranty Agreement (Revolving Credit Agreement) Exhibit A to Guaranty Agreement Guaranty Supplement No. (Revolving Credit Agreement) THIS GUARANTY Authorized Signer SUPPLEMENT NO. dated as of (this the “Guaranty Supplement”) is made as of ), to the Guaranty Agreement (Revolving Credit Agreement) dated as of January 25November , 2019 (such agreement, together with all amendments, restatements, other modifications and Guaranty Supplements 2005 (as such term is defined therein)amended, supplemented or otherwise modified from time to time, the “GuarantyGuaranty Agreement”), executed by EnLink Midstream Partners, LP, a Delaware limited partnership, as among each of the initial signatory thereto and each other Person who from time to time thereafter became a subsidiaries party thereto pursuant to Section 16 thereof (each, each such subsidiary individually, a “Guarantor” and, and collectively, the “Guarantors”)) of XXXX PETROLEUM, INC., a Delaware corporation (the “Borrower”) in favor of ENERGY COMPONENTS SPC EEP ENERGY EXPLORATION AND PRODUCTION SEGREGATED PORTFOLIO, as Administrative Agent (as defined in the Guaranty“Administrative Agent”) for the benefit of the Lender Parties Beneficiaries (as used defined in the GuarantyGuaranty Agreement).
A. Reference is made to the Subordinated Credit Agreement dated as of November , 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”), and the Administrative Agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement and the Credit Agreement.
C. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Advances. Pursuant to Section 6.15 of the Credit Agreement, the Subsidiaries of the Borrower are required to enter into the Guaranty Agreement as Guarantors. Section 16 of the Guaranty Agreement provides that additional Subsidiaries of the Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in order to induce the Lenders to make additional Advances and as consideration for Advances previously made. Accordingly, the Administrative Agent and the New Guarantor agree as follows:
SECTION 1. In accordance with Section 16 of the Guaranty Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guaranty Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guaranty Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof. Each reference to a “Guarantor” in the Guaranty Agreement shall be deemed to include the New Guarantor. The Guaranty Agreement is hereby incorporated herein by reference.
SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the other Beneficiaries that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Supplement by fax transmission shall be as effective as delivery of a manually executed counterpart of this Supplement.
SECTION 4. Except as expressly supplemented hereby, the Guaranty Agreement shall remain in full force and effect.
SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. The New Guarantor hereby irrevocably submits to the jurisdiction of any Texas state or federal court sitting in Dallas, Texas in any action or proceeding arising out of or relating to this Supplement or the Guaranty Agreement and the other Loan Documents, and the New Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such court. The New Guarantor hereby irrevocably waives, to the fullest extent it may effectively do so, any right it may have to the defense of an inconvenient forum to the maintenance of such action or proceeding. The New Guarantor hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such action or proceeding may be made by mailing or delivering a copy of such process to such Guarantor at its address set forth on the signature page hereof. The New Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section shall affect the rights of any Beneficiary to serve legal process in any other manner permitted by the law or affect the right of any Beneficiary to bring any action or proceeding against the New Guarantor or its Property in the courts of any other jurisdiction.
SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guaranty Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 10 of the Guaranty Agreement. All communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature below.
SECTION 8. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the fees, disbursements and other charges of counsel for the Administrative Agent.
SECTION 9. 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.
Appears in 1 contract
Samples: Subordinated Credit Agreement (Cano Petroleum, Inc)