EXHIBIT 10.22
[ENRON CORP. LETTERHEAD]
April 29, 1997
Northern Border Pipeline Company
0000 Xxxxx 000xx Xxxxxx
P.O. Box 3330 (Zip: 68103-0330)
Omaha, Nebraska 68124-1000
Dear Ladies and Gentlemen:
GUARANTY (T1061F)
As an inducement to Northern Border Pipeline Company (hereinafter "Northern
Border") to grant credit, or assume a credit risk, from time to time, in respect
to transportation of gas by Northern Border pursuant to a U.S. Shippers Service
Agreement T1061F (the "Agreement"), which Agreement is identical to or
substantially the same as the copy attached hereto, for the benefit of Enron
Capital & Trade Resources Corp. (hereinafter the "Shipper"), Enron Corp.
(hereinafter the "Guarantor"), shall pay to Northern Border promptly when due,
or upon demand thereafter the full amount of all indebtedness due to Northern
Border from Shipper, pursuant to Article 4 of the Agreement (including interest
and expenses of all collection and reasonable counsel's fees incurred by
Northern Border by reason of the default of Shipper), up to an annual aggregate
amount of U.S. $5,400,000.00 during each year that the Agreement remains in
effect.
This Guaranty by Guarantor shall remain in full force and effect during the term
of the Agreement, and any extension or renewal thereof and thereafter until
Shipper has fully performed all of its obligations under the Agreement. This
Guaranty applies to all successors and/or assigns of Shipper; provided, however,
that in the event Shipper is released pursuant to the Agreement and Northern
Border's FERC Gas Tariff by Northern Border from its obligations under the
Agreement, the Guarantor shall have the right to cancel this Guaranty by written
notice to Northern Border on or after the effective date of such release.
Guarantor waives notice of acceptance hereof and notice of the volumes of gas
transported by Northern Border for the benefit of Shipper, and of the amounts
and terms thereof, and of all defaults or disputes with Shipper, and of the
settlement or adjustment of such defaults or disputes. The Guarantor, without
affecting its liability hereunder in any respect, consents to and
waives notice of all changes of terms, the withdrawal of extension of credit or
time to pay, the release of the whole or any part of the indebtedness, the
settlement or compromise of differences, the acceptance or release of security,
the acceptance of notes, or any other form of obligation for Xxxxxxx's
indebtedness, and the demand, protest and notice of protest of such instruments
or their endorsements.
The obligation of the Guarantor is a primary obligation and covers the payment
of all existing and future indebtedness obligations of Shipper to Northern
Border under the Agreement. This obligation shall be enforceable before or after
proceeding against Shipper or against any security held by Northern Border and
shall be effective regardless of the solvency or insolvency of Shipper at any
time, the extension or modification of the indebtedness of Shipper by operation
of law or the subsequent incorporation, reorganization, merger or consolidation
of Shipper or any other change in the composition, nature, personnel or location
of Shipper.
THIS GUARANTY SHALL FOR ALL PURPOSES BE DEEMED TO BE MADE IN, AND SHALL BE
GOVERNED BY, THE LAWS OF THE STATE OF TEXAS. This Guaranty shall be binding upon
Guarantor, its successors and assigns and shall inure to the benefit of Northern
Border, its successors and assigns.
Guarantor reserves to itself all rights, setoffs, counterclaims and other
defenses, if any, which Shipper is or may be entitled to arising from or out of
the Agreement and/or Northern Border's FERC Gas Tariff.
Guarantor's liability under this Guaranty shall be limited to direct, actual,
monetary damages under the Agreement; provided that, in no event will Guarantor
be subject to consequential, exemplary, equitable, loss of profits, tort or any
other damages.
The Guarantor in executing this Guaranty, represents and warrants to Northern
Border that:
(i) The Guarantor is a corporation duly organized and existing in good
standing and has full power and authority to make and deliver this
Guaranty;
(ii) The execution and delivery and performance of this Guaranty by the
Guarantor has been duly authorized by all necessary action of its
directors and shareholders and does not violate the provisions of any
presently applicable law or its articles of incorporation or by-laws or
constitute a default under any material ("material" for purposes of
this representation meaning creating a liability of U.S. $50,000,000 or
more) agreement presently binding on it; and
(iii) This Guaranty has been duly executed and delivered by the authorized
officers of the Guarantor and constitutes its lawful, binding and
legally enforceable obligation, except as such enforceability may be
limited by the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors rights
generally and by general principles of equity.
IN WITNESS WHEREOF, this Guaranty has been duly executed Xxxxxxx X. Xxxxxxxx,
Vice President, Finance and Treasurer of the Guarantor this 29th day of April,
1997.
"GUARANTOR"
Enron Corp. Attest:
BY: /s/ Xxxxxxx X. Xxxxxxxx /s/Xxxx X. Xxxx
----------------------------------- --------------------------------
Xxxxxxx X. Xxxxxxxx Xxxx X. Xxxx
Vice President, Finance Assistant Secretary
and Treasurer
