Xxxxx Xxxx, Xx. Xxx To Wa and Xx. Xxx Xxxxx Xxxx.
Xxxxx Xxxx, Xx. Xx Xxx and Mr. Kong Ce; and the independent non-executive Directors are Xx. Xxx Xxxxx Xxxx Xxxx, Ms. He Zhen, Xx. Xxxx Xxxx, Prof. Xx Xxxx and Ms. He Yin.
Xxxxx Xxxx, Xx. Name: Xxxxx Xxxx Title: Vice President
Xxxxx Xxxx, Xx. Xxxxx, Xxxx 00000 ------------------------------------------------------------------------------- 0-000-000-0000 Guaranty dated as of December 7, 2004 by and between FirstEnergy Corp., an Ohio corporation, with its principal place of business at 00 Xxxxx Xxxx Xxxxxx, Xxxxx, XX 00000 ("Guarantor") and Atlas Resources Inc., a Pennsylvania corporation, with its principal place of business at 000 Xxxxxx Xx., Coranpolls, PA 15108 ("Seller"). Seller, together with its affiliates Atlas Energy Group, Inc., an Ohio Corporation, Resource Energy, Inc., a Delaware corporation, and Viking Resources Corporation, an Ohio Corporation, entered into a Gas Purchase Agreement for the purchase and sale of natural gas ("Sales Agreement") to FirstEnergy Solutions Corp., ("Customer"), a subsidiary of the Guarantor. In consideration thereof, and as an inducement for the extension of credit by the Seller to the Customer, the Guarantor hereby absolutely and unconditionally guarantees to the Seller, its permitted successors and assigns pursuant to this letter (this "Guaranty"), the prompt payment (within three (3) business days of demand by the Seller) of any and all amounts that are or may hereafter become due and payable (taking into account all applicable grace periods) from the Customer to the Seller by reason of the Sales Agreement (the "Obligations"), to fully perform the Sales Agreement, as well as any indebtedness under the Sales Agreement (regardless of whether such indebtedness be in the form of book accounts, promissory notes, trade acceptances, checks, drafts, or other evidence of indebtedness, together with late fees, service charges or liquidated damages (but only if, and to the extent, provided for in the Sales Agreement) and Interest at the rate specified therein). This Guaranty shall be a guaranty of payment, and not of collection, and the Seller shall not be required to take any proceedings or exhaust its remedies against the Customer prior to the exercise of its rights and remedies against the Guarantor, as guarantor. The Guarantor hereby agrees to reimburse the Seller for all sums paid to it by the Customer under the Sales Agreement, which must subsequently be returned by the Seller to the Customer as a preference or fraudulent transfer under the Federal Bankruptcy Code, any applicable state law and for any other reason. Notwithstanding anything else in this Guaranty to the contrary, the obligation and liability of Guarantor hereunder shall not (i) be effective or...
Xxxxx Xxxx, Xx. Xxxxx, Xxxx 00000 Attention: Vice President and Treasurer Attention: Associate General Counsel Facsimile: 330.384.3875 If to the Lessor, the Trust Company or the Owner Trustee: Mansfield 2007 Trust A c/o U.S. Bank Trust National Association 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxxx, XX 00000 Attention: Corporate Trust Services Facsimile: 302.567.3717 With a copy to the Owner Participant If to the Owner Participant: Hillbrook Corp. 00 Xxxxxxx Xx. Xxxxx 000 Xxxxxx, XX 00000 Attention: Chief Financial Officer Facsimile: 203.222.4780 With a copy to the General Counsel If to the Indenture Trustee: The Bank of New York Trust Company, N.A. 0000 Xxxx 0xx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attention: Corporate Trust Department Facsimile: 216.621.1441 If to the Pass Through Trustee: The Bank of New York Trust Company, N.A. 0000 Xxxx 0xx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attention: Corporate Trust Department Facsimile: 216.621.1441 A copy of all notices provided for herein shall be sent by the party giving such notice to each of the other parties hereto. In addition, the Lessee shall (unless otherwise directed by the applicable Rating Agency) provide to each Rating Agency a copy of any information, report or notice it gives to the Indenture Trustee hereunder or any other Operative Documents.
Xxxxx Xxxx, Xx. “ATLANTA”)
Xxxxx Xxxx, Xx. XXX Xx Xxx and Mr. XXX Xx Xxx; and three independent non-executive Directors: Xxxx. XXXX Xxx Xxxxxx, Mr. XXXX Xxx Xxxx, Xxxxxxx and Xx. XX Xxx Xxxx, Xxxxxx.
Xxxxx Xxxx, Xx. Xxx Xx Xx, Xx. Xxx Xxxxx Xxxx and Xx. Xxxx Xxx Xxxx.
Xxxxx Xxxx, Xx. Xx Xxx On, Xx. Xx Xxxxx, Mr. Xxx Xxxxxxxxx and Xx. Xxxx Xxxx; one non-executive Director, namely Xx. Xxxxx Xxx Xxxx; and five independent non-executive Directors, namely Xx. Xxx Xxx Xxx Xxxxxx, Xx. Xxxxx Xxxxxx, Xx. Xxxxx Xxx, Mr. Xxxx Xxxxxx and Mr. Xxxx Xxxxx.
