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EXHIBIT 10.60
GUARANTY
THIS GUARANTY dated as of November 25, 1997 by each of the undersigned
(collectively, "Guarantors"), is in favor of ENERGY CAPITAL INVESTMENT COMPANY
PLC, an English investment company, ENCAP EQUITY 1994 LIMITED PARTNERSHIP, a
Texas limited partnership, and GECKO BOOTY 1994 I LIMITED PARTNERSHIP
(collectively, "Sellers").
RECITALS:
1. Future Petroleum Corporation, a Utah corporation ("Buyer") has executed
those certain promissory notes of even date herewith, payable to the
order of Sellers in the aggregate principal amount of $6,600,000 (such
promissory notes, as from time to time amended, and all promissory
notes given in substitution, renewal or extension therefor or thereof,
in whole or in part, collectively, the "Notes").
2. The Notes were executed pursuant to a Purchase and Sale Agreement dated
November 25, 1997 (the "Purchase Agreement"), by and between Buyer and
Sellers, pursuant to which Buyer has agreed to purchase from Sellers
all of the limited partnership interests in BMC Development No. 1
Limited Partnership and Future Acquisition 1995, Ltd., each a Texas
limited partnership (together with their successors, each a
"Partnership"), and all of the assets of Gecko Booty 1994 I Limited
Partnership, and pursuant to which Sellers have agreed to extend credit
to Buyer under the Notes to consummate such purchase.
3. It is a condition precedent to Sellers' obligation to extend credit to
Buyer pursuant to the Purchase Agreement that Guarantors shall execute
and deliver to Sellers a satisfactory guaranty of Buyer's obligations
under the Notes and the Purchase Agreement.
4. Buyer owns directly or indirectly all of the issued and outstanding
shares of capital stock or partnership interests in each Guarantor.
5. Buyer, Guarantors, and the other direct and indirect subsidiaries of
Buyer are mutually dependent on each other in the conduct of their
respective businesses under a holding company structure, with the
credit needed from time to time by each often being provided by another
or by means of financing obtained by one such affiliate with the
support of the others for their mutual benefit and the ability of each
to obtain such financing being dependent on the successful operations
of the others.
6. The board of directors of each Guarantor that is a corporation and the
general partner of each Guarantor that is a limited partnership has
determined that such Guarantor's execution, delivery and performance of
this Guaranty may reasonably be
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expected to benefit such Guarantor, directly or indirectly, and are in
the best interests of such Guarantor.
NOW, THEREFORE, in consideration of the premises, of the benefits which
will inure to Guarantors from Sellers' extension of credit to Buyer under the
Notes, and of Ten Dollars and other good and valuable consideration, the receipt
and sufficiency of all of which are hereby acknowledged, and in order to induce
Sellers to extend credit under the Notes, each Guarantor hereby jointly and
severally agrees with Sellers, as follows:
AGREEMENTS
Section 1. Definitions. Reference is hereby made to the Purchase
Agreement for all purposes. All terms used in this Guaranty which are defined in
the Purchase Agreement and not otherwise defined herein shall have the same
meanings when used herein. All references herein to any Obligation Document,
Note Document, or other document or instrument refer to the same as from time to
time amended, supplemented or restated. As used herein the following terms shall
have the following meanings:
"Obligations" means collectively all of the indebtedness, obligations,
and undertakings which are guaranteed by Guarantors and described in subsections
(a) and (b) of Section 2.
"Obligation Documents" means this Guaranty, the Notes, the Purchase
Agreement, the Note Documents, all other documents and instruments under, by
reason of which, or pursuant to which any or all of the Obligations are
evidenced, governed, secured, or otherwise dealt with, and all other documents,
instruments, agreements, certificates, legal opinions and other writings
heretofore or hereafter delivered in connection herewith or therewith.
"Obligors" means Buyer, Guarantors and any other endorsers, guarantors
or obligors, primary or secondary, of any or all of the Obligations.
"Security" means any rights, properties, or interests of Sellers, under
the Obligation Documents or otherwise, which provide recourse or other benefits
to Sellers in connection with the Obligations or the non-payment or
non-performance thereof, including collateral (whether real or personal,
tangible or intangible) in which Sellers have rights under or pursuant to any
Obligation Documents, guaranties of the payment or performance of any
Obligation, bonds, surety agreements, keep-well agreements, letters of credit,
rights of subrogation, rights of offset, and rights pursuant to which other
claims are subordinated to the Obligations.
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Section 2. Guaranty.
(a) Each Guarantor hereby irrevocably, absolutely, and unconditionally
guarantees to each Seller the prompt, complete, and full payment when due, and
no matter how the same shall become due, of:
(i) the Notes, including all principal, all interest thereon
and all other sums payable thereunder; and
(ii) All other sums payable under the other Obligation
Documents, whether for principal, interest, fees or otherwise.
Without limiting the generality of the foregoing, each Guarantor's liability
hereunder shall extend to and include all post-petition interest, expenses, and
other duties and liabilities of Buyer described above in this subsection (a), or
below in the following subsection (b), which would be owed by Buyer but for the
fact that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization, or similar proceeding involving Buyer.
(b) Each Guarantor hereby irrevocably, absolutely, and unconditionally
guarantees to each Seller the prompt, complete and full performance, when due,
and no matter how the same shall become due, of all obligations and undertakings
of Buyer to such Seller under, by reason of, or pursuant to any of the
Obligation Documents.
(c) If Buyer shall for any reason fail to pay any Obligation, as and
when such Obligation shall become due and payable, whether at its stated
maturity, as a result of the exercise of any power to accelerate, or otherwise,
each Guarantor will, forthwith upon demand by Sellers, pay such Obligation in
full to the Seller to whom such Obligation is owed. If Buyer shall for any
reason fail to perform promptly any Obligation, each Guarantor will, forthwith
upon demand by Sellers, cause such Obligation to be performed or, if specified
by Sellers, provide sufficient funds, in such amount and manner as Sellers shall
in good faith determine, for the prompt, full and faithful performance of such
Obligation by Sellers or such other Person as Sellers shall designate.
(d) If either Buyer or any Guarantor fails to pay or perform any
Obligation as described in the immediately preceding subsections (a), (b), or
(c) each Guarantor will incur the additional obligation to pay to Sellers, and
each Guarantor will forthwith upon demand by Sellers pay to Sellers, the amount
of any and all expenses, including fees and disbursements of Sellers' counsel
and of any experts or agents retained by Sellers, which Sellers may incur as a
result of such failure.
(e) As between Guarantors and Sellers, this Guaranty shall be
considered a primary and liquidated liability of each Guarantor.
(f) Guarantors and Sellers (by their acceptance hereof), hereby confirm
that it is their intention that the guarantee hereunder not constitute a
fraudulent transfer or fraudulent conveyance for purposes of any federal or
state law. To effectuate the foregoing intention, Guarantors and Sellers (by
their acceptance hereof) hereby irrevocably agree and understand that,
notwithstanding any other provision of this
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Guaranty, the liability of each Guarantor hereunder shall be limited to the
maximum amount of liability that can be incurred without rendering this
Guaranty, as it relates to such Guarantor, voidable under applicable law
relating to fraudulent conveyances or fraudulent transfers, and not for any
greater amount. Subject to the foregoing limitations, the obligations and duties
of Guarantors hereunder are their joint and several obligations.
Section 3. Unconditional Guaranty.
(a) No action which any Seller may take or omit to take in connection
with any of the Obligation Documents, any of the Obligations (or any other
indebtedness owing by Buyer to any Seller), or any Security, and no course of
dealing of any Seller with any Obligor or any other Person, shall release or
diminish any Guarantor's obligations, liabilities, agreements or duties
hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse
against any Seller, regardless of whether any such action or inaction may
increase any risks to or liabilities of any Seller or any Obligor or increase
any risk to or diminish any safeguard of any Security. Without limiting the
foregoing, each Guarantor hereby expressly agrees that Sellers may, from time to
time, without notice to or the consent of any Guarantor, do any or all of the
following:
(i) Enter into amendments, changes or modifications, in whole
or in part, any one or more of the Obligation Documents, and give or
refuse to give any waivers or other indulgences with respect thereto.
(ii) Neglect, delay, fail, or refuse to take or prosecute any
action for the collection or enforcement of any of the Obligations, to
foreclose or take or prosecute any action in connection with any
Security or Obligation Document, to bring suit against any Obligor or
any other Person, or to take any other action concerning the
Obligations or the Obligation Documents.
(iii) Accelerate, change, rearrange, extend, or renew the
time, rate, terms, or manner for payment or performance of any one or
more of the Obligations (whether for principal, interest, fees,
expenses, indemnifications, affirmative or negative covenants, or
otherwise).
(iv) Compromise or settle any unpaid or unperformed Obligation
or any other obligation or amount due or owing, or claimed to be due or
owing, under any one or more of the Obligation Documents.
(v) Take, exchange, amend, eliminate, surrender, release, or
subordinate any or all Security for any or all of the Obligations,
accept additional or substituted Security therefor, and perfect or fail
to perfect Sellers' rights in any or all Security.
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(vi) Discharge, release, substitute or add Obligors.
(vii) Apply all monies received from Obligors or others, or
from any Security for any of the Obligations, as Sellers may determine
to be in their best interest, without in any way being required to
xxxxxxxx Security or assets or to apply all or any part of such monies
upon any particular Obligations.
(b) No action or inaction of any Obligor or any other Person, and no
change of law or circumstances, shall release or diminish any Guarantor's
obligations, liabilities, agreements, or duties hereunder, affect this Guaranty
in any way, or afford any Guarantor any recourse against any Seller. Without
limiting the foregoing, the obligations, liabilities, agreements, and duties of
Guarantors under this Guaranty shall not be released, diminished, impaired,
reduced, or affected by the occurrence of any or all of the following from time
to time, even if occurring without notice to or without the consent of any
Guarantor:
(i) Any voluntary or involuntary liquidation, dissolution,
sale of all or substantially all assets, marshalling of assets or
liabilities, receivership, conservatorship, assignment for the benefit
of creditors, insolvency, bankruptcy, reorganization, arrangement, or
composition of any Obligor or any other proceedings involving any
Obligor or any of the assets of any Obligor under laws for the
protection of debtors, or any discharge, impairment, modification,
release, or limitation of the liability of, or stay of actions or lien
enforcement proceedings against, any Obligor, any properties of any
Obligor, or the estate in bankruptcy of any Obligor in the course of or
resulting from any such proceedings.
(ii) The failure by any Seller to file or enforce a claim in
any proceeding described in the immediately preceding subsection (i) or
to take any other action in any proceeding to which any Obligor is a
party.
(iii) The release by operation of law of any Obligor from any
of the Obligations or any other obligations to any Seller.
(iv) The invalidity, deficiency, illegality, or
unenforceability of any of the Obligations or the Obligation Documents,
in whole or in part, any bar by any statute of limitations or other law
of recovery on any of the Obligations, or any defense or excuse for
failure to perform on account of force majeure, act of God, casualty,
impossibility, impracticability, or other defense or excuse whatsoever.
(v) The failure of any Obligor or any other Person to sign any
guaranty or other instrument or agreement within the contemplation of
any Obligor or any Seller.
(vi) The fact that any Guarantor may have incurred directly
part of the Obligations or is otherwise primarily liable therefor.
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(vii) Without limiting any of the foregoing, any fact or event
(whether or not similar to any of the foregoing) which in the absence
of this provision would or might constitute or afford a legal or
equitable discharge or release of or defense to a guarantor or surety
other than the full and final payment and performance of the
Obligations.
(c) Sellers may invoke the benefits of this Guaranty before pursuing
any remedies against any Obligor or any other Person and before proceeding
against any Security now or hereafter existing for the payment or performance of
any of the Obligations. Sellers may maintain an action against any Guarantor on
this Guaranty without joining any other Obligor therein and without bringing a
separate action against any other Obligor.
(d) If any payment to any Seller by any Obligor is held to constitute a
preference or a voidable transfer under applicable state or federal laws, or if
for any other reason any Seller is required to refund such payment to the payor
thereof or to pay the amount thereof to any other Person, such payment to such
Seller shall not constitute a release of any Guarantor from any liability
hereunder, and each Guarantor agrees to pay such amount to such Seller on demand
and agrees and acknowledges that this Guaranty shall continue to be effective or
shall be reinstated, as the case may be, to the extent of any such payment or
payments. Any transfer by subrogation which is made as contemplated in Section 6
prior to any such payment or payments shall (regardless of the terms of such
transfer) be automatically voided upon the making of any such payment or
payments, and all rights so transferred shall thereupon revert to and be vested
in Sellers.
(e) This is a continuing guaranty and shall apply to and cover all
Obligations and renewals and extensions thereof and substitutions therefor from
time to time.
Section 4. Waiver. Each Guarantor hereby waives, with respect to the
Obligations, this Guaranty, and the other Obligation Documents:
(a) notice of the incurrence of any Obligation by Buyer, and notice of
any kind concerning the assets, liabilities, financial condition,
creditworthiness, businesses, prospects, or other affairs of Buyer (it being
understood and agreed that: (i) each Guarantor shall take full responsibility
for informing itself of such matters, (ii) neither Seller shall have any
responsibility of any kind to inform any Guarantor of such matters, and (iii)
Sellers are hereby authorized to assume that each Guarantor, by virtue of its
relationships with Buyer which are independent of this Guaranty, has full and
complete knowledge of such matters whenever Sellers extend credit to Buyer or
take any other action which may change or increase any Guarantor's liabilities
or losses hereunder).
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(b) notice that any Seller, any Obligor, or any other Person has taken
or omitted to take any action under any Obligation Document or any other
agreement or instrument relating thereto or relating to any Obligation.
(c) notice of acceptance of this Guaranty.
(d) demand, presentment for payment, and notice of demand, dishonor,
nonpayment, or nonperformance.
(e) notice of intention to accelerate, notice of acceleration, protest,
notice of protest, notice of any exercise of remedies (as described in the
following Section 5 or otherwise), and all other notices of any kind whatsoever.
Section 5. Exercise of Remedies. Each Seller shall have the right to
enforce, from time to time, in any order and at such Seller's sole discretion,
any rights, powers and remedies which such Seller may have under the Obligation
Documents or otherwise, including judicial foreclosure, the exercise of rights
of power of sale, the taking of a deed or assignment in lieu of foreclosure, the
appointment of a receiver to collect rents, issues and profits, the exercise of
remedies against personal property, or the enforcement of any assignment of
leases, rentals, oil or gas production, or other properties or rights, whether
real or personal, tangible or intangible; and each Guarantor shall be liable to
each Seller hereunder for any deficiency resulting from the exercise by any
Seller of any such right or remedy even though any rights which any Guarantor
may have against Buyer or others may be destroyed or diminished by exercise of
any such right or remedy. No failure on the part of any Seller to exercise, and
no delay in exercising, any right hereunder or under any other Obligation
Document shall operate as a waiver thereof; nor shall any single or partial
exercise of any right preclude any other or further exercise thereof or the
exercise of any other right. The rights, powers and remedies of each Seller
provided herein and in the other Obligation Documents are cumulative and are in
addition to, and not exclusive of, any other rights, powers or remedies provided
by law or in equity. The rights of each Seller hereunder are not conditional or
contingent on any attempt by any Seller to exercise any of its rights under any
other Obligation Document against any Obligor or any other Person.
Section 6. Limited Subrogation. Until all of the Obligations have been
paid and performed in full, no Guarantor shall have any right to exercise any
right of subrogation, reimbursement, indemnity, exoneration, contribution or any
other claim which it may now or hereafter have against or to any Obligor or any
Security in connection with this Guaranty, and each Guarantor hereby waives any
rights to enforce any remedy which such Guarantor may have against Buyer and any
right to participate in any Security until such time. If any amount shall be
paid to any Guarantor on account of any such subrogation or other rights, any
such other remedy, or any Security at any time when all of the Obligations and
all other expenses guaranteed pursuant hereto
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shall not have been paid in full, such amount shall be held in trust for the
benefit of Sellers, shall be segregated from the other funds of such Guarantor
and shall forthwith be paid over to Sellers to be held by Sellers as collateral
for, or then or at any time thereafter applied in whole or in part by Sellers
against, all or any portion of the Obligations, whether matured or unmatured, in
such order as Sellers shall elect. If any Guarantor shall make payment to
Sellers of all or any portion of the Obligations and if all of the Obligations
shall be finally paid in full, Sellers will, at such Guarantor's request and
expense, execute and deliver to such Guarantor (without recourse, representation
or warranty) appropriate documents necessary to evidence the transfer by
subrogation to such Guarantor of an interest in the Obligations resulting from
such payment by such Guarantor; provided that such transfer shall be subject to
Section 3(d) above and that without the consent of Sellers (which Sellers may
withhold in its discretion) no Guarantor shall have any right to be subrogated
to any claim or right against any Obligor which has become owned by any Seller,
whose ownership has otherwise changed in the course of enforcement of the
Obligation Documents, or which Sellers otherwise have released or wish to
release from its Obligations.
Section 7. Successors and Assigns. No Guarantor's rights or obligations
hereunder may be assigned or delegated, but this Guaranty and such obligations
shall pass to and be fully binding upon the successors of each Guarantor, as
well as each Guarantor. This Guaranty shall apply to and inure to the benefit of
Sellers and their successors or assigns. Without limiting the generality of the
immediately preceding sentence, each Seller may in compliance with the Note
Documents assign, grant a participation in, or otherwise transfer any Obligation
held by it or any portion thereof, and each Seller may assign or otherwise
transfer its rights or any portion thereof under any Obligation Document, to any
other Person, and such other Person shall thereupon become vested with all of
the benefits in respect thereof granted to such Seller hereunder unless
otherwise expressly provided by such Seller in connection with such assignment
or transfer.
Section 8. Subordination and Offset. Each Guarantor hereby subordinates
and makes inferior to the Obligations any and all indebtedness now or at any
time hereafter owed by Buyer to such Guarantor. Each Guarantor agrees that after
the occurrence of any Default it will neither permit Buyer to repay such
indebtedness or any part thereof nor accept payment from Buyer of such
indebtedness or any part thereof without the prior written consent of Sellers.
If any Guarantor receives any such payment without the prior written consent of
Sellers, the amount so paid shall be held in trust for the benefit of Sellers,
shall be segregated from the other funds of such Guarantor, and shall forthwith
be paid over to Sellers to be held by Sellers as collateral for, or then or at
any time thereafter applied in whole or in part by Sellers against, all or any
portions of the Obligations, whether matured or unmatured, in such order as
Sellers shall elect. Each Guarantor hereby grants to each Seller a right of
offset to secure the payment of the Obligations and such Guarantor's obligations
and
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liabilities hereunder, which right of offset shall be upon any and all monies,
securities and other property (and the proceeds therefrom) of such Guarantor now
or hereafter held or received by or in transit to any Seller from or for the
account of such Guarantor, whether for safekeeping, custody, pledge,
transmission, collection or otherwise, and also upon any and all deposits
(general or special), credits and claims of such Guarantor at any time existing
against any Seller. Upon the occurrence of any Event of Default, each Seller is
hereby authorized at any time and from time to time, without notice to any
Guarantor, to offset, appropriate and apply any and all items hereinabove
referred to against the Obligations and such Guarantor's obligations and
liabilities hereunder irrespective of whether or not such Seller shall have made
any demand under this Guaranty and although such obligations and liabilities may
be contingent or unmatured. Each Seller agrees promptly to notify any Guarantor
after any such offset and application made by such Seller, provided that the
failure to give such notice shall not affect the validity of such offset and
application. The rights of each Seller under this section are in addition to,
and shall not be limited by, any other rights and remedies (including other
rights of offset) which Sellers may have.
Section 9. Representations and Warranties. Each Guarantor hereby
represents and warrants as follows:
(a) The Recitals at the beginning of this Guaranty are true and correct
in all respects.
(b) Such Guarantor is duly organized, validly existing and in good
standing under the laws of the state of its organization as set forth on the
signature pages hereto; and such Guarantor has all requisite power and authority
to execute, deliver and perform this Guaranty.
(c) The execution, delivery and performance by such Guarantor of this
Guaranty have been duly authorized by all necessary action and do not and will
not contravene its organizational documents.
(d) The execution, delivery and performance by such Guarantor of this
Guaranty do not and will not contravene any law or governmental regulation or
any contractual restriction binding on or affecting such Guarantor or any of its
Affiliates or properties, and do not and will not result in or require the
creation of any lien, security interest or other charge or encumbrance upon or
with respect to any of its properties.
(e) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or other regulatory body or third
party is required for the due execution, delivery and performance by such
Guarantor of this Guaranty.
(f) This Guaranty is a legal, valid and binding obligation of each
Guarantor, enforceable against each Guarantor in accordance with
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its terms except as limited by bankruptcy, insolvency or similar laws of general
application relating to the enforcement of creditors' rights.
(g) There is no action, suit or proceeding pending or, to the knowledge
of such Guarantor, threatened against or otherwise affecting any Guarantor
before any court, arbitrator or governmental department, commission, board,
bureau, agency or instrumentality which may materially and adversely affect any
Guarantor's financial condition or its ability to perform its obligations
hereunder.
(h) The direct or indirect value of the consideration received and to
be received by such Guarantor in connection herewith is reasonably worth at
least as much as the liability and obligations of such Guarantor hereunder, and
the incurrence of such liability and obligations in return for such
consideration may reasonably be expected to benefit such Guarantor, directly or
indirectly.
(i) Such Guarantor is not "insolvent" on the date hereof (that is, the
sum of such Guarantor's absolute and contingent liabilities, including the
Obligations, does not exceed the fair market value of such Guarantor's assets).
Section 10. No Oral Change. No amendment of any provision of this
Guaranty shall be effective as to any Guarantor unless it is in writing and
signed by such Guarantor and Sellers, and no waiver of any provision of this
Guaranty, and no consent to any departure by any Guarantor therefrom, shall be
effective unless it is in writing and signed by Sellers, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.
Section 11. Invalidity of Particular Provisions. If any term or
provision of this Guaranty shall be determined to be illegal or unenforceable
all other terms and provisions hereof shall nevertheless remain effective and
shall be enforced to the fullest extent permitted by applicable law.
Section 12. Headings and References. The headings used herein are for
purposes of convenience only and shall not be used in construing the provisions
hereof. The words "this Guaranty," "this instrument," "herein," "hereof,"
"hereby" and words of similar import refer to this Guaranty as a whole and not
to any particular subdivision unless expressly so limited. The phrases "this
section" and "this subsection" and similar phrases refer only to the
subdivisions hereof in which such phrases occur. The word "or" is not exclusive,
and the word "including" (in its various forms) means "including without
limitation". Pronouns in masculine, feminine and neuter genders shall be
construed to include any other gender, and words in the singular form shall be
construed to include the plural and vice versa, unless the context otherwise
requires.
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Section 13. Term. This Guaranty shall be irrevocable until all of the
Obligations have been completely and finally paid and performed, no Seller has
any obligation to extend credit to Buyer, and all obligations and undertakings
of Buyer under, by reason of, or pursuant to the Obligation Documents have been
completely performed, and this Guaranty is thereafter subject to reinstatement
as provided in Section 3(d). All extensions of credit and financial
accommodations heretofore or hereafter made by Sellers to Buyer shall be
conclusively presumed to have been made in acceptance hereof and in reliance
hereon.
Section 14. Notices. Any notice or communication required or permitted
hereunder shall be given as provided in the Purchase Agreement.
Section 15. Limitation on Interest. Sellers and Guarantors intend to
contract in strict compliance with applicable usury law from time to time in
effect, and the provisions of the Notes limiting the interest for which any
Guarantor is obligated are expressly incorporated herein by reference.
Section 16. Note Document. This Guaranty is a Note Document, as defined
in the Purchase Agreement, and is subject to the provisions of the Purchase
Agreement governing Note Documents. Each Guarantor hereby ratifies, confirms and
approves the Purchase Agreement, the Notes and the other Note Documents and, in
particular, any provisions thereof which relate to such Guarantor.
Section 17. Counterparts. This Guaranty may be executed in any number
of counterparts, each of which when so executed shall be deemed to constitute
one and the same Guaranty.
Section 18. GOVERNING LAW. THIS GUARANTY IS TO BE PERFORMED IN THE
STATE OF TEXAS AND SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF SUCH STATE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS ITSELF TO THE NON-EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS OF SUCH STATE AND AGREES AND
CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY LEGAL PROCEEDING
RELATING HERETO BY ANY MEANS ALLOWED UNDER TEXAS OR FEDERAL LAW.
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IN WITNESS WHEREOF, each Guarantor has executed and delivered this
Guaranty as of the date first written above.
FUTURE ENERGY CORPORATION,
a Nevada corporation
By: /s/ B. XXXX XXXXX
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B. Xxxx Xxxxx, President
FUTURE PETROLEUM CORPORATION,
a Texas corporation
By: /s/ B. XXXX XXXXX
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B. Xxxx Xxxxx, President
BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP,
a Texas limited partnership
FUTURE ACQUISITION 1995, LTD.,
a Texas limited partnership
By: Future Petroleum Corporation,
a Texas corporation, General Partner
By: /s/ B. XXXX XXXXX
------------------------------------------
B. Xxxx Xxxxx, President
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