EXHIBIT 6.2
GUARANTY FEE AGREEMENT
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THIS GUARANTY FEE AGREEMENT ("Agreement") is made as of November 1, 1995,
by and PAN WESTERN ENERGY CORPORATION, an Oklahoma corporation (the
"Corporation"), and XXXXXX X. XXXXXXXX, a resident of Tulsa, Oklahoma
("Xxxxxxxx"), and is made with reference to the following:
X. Xxxxxxxx is the sole guarantor of the Corporation's indebtedness and
obligations to State Bank and Trust Company, N.A., Tulsa, Oklahoma, First Bank
and Trust, Wagoner, Oklahoma, and other creditors of the Corporation.
B. The Corporation has not previously paid Xxxxxxxx an annual guaranty
fee. In the parties' judgment, the Corporation should pay to Xxxxxxxx an annual
guaranty fee so long as Xxxxxxxx or any member of his immediate family is
required to guaranty the Corporation's obligations to any creditors of the
Corporation, including but not limited to the creditors named above.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements set forth in the Agreement, the parties agree as follows:
1. Guaranty Fee. So long as Xxxxxxxx is required, as a condition to the
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granting of credit or the making of loans to the Corporation, to guaranty any
obligation or indebtedness of the Corporation to any creditor of the
Corporation, the corporation shall pay to Xxxxxxxx, annually, a guaranty fee
equal to the greater of Fifteen Thousand Dollars ($15,000) or three percent (3%)
of the amount guarantied by him. For the purposes of this Agreement, the amount
guaranteed by Xxxxxxxx shall include, without limitation, any undrawn amounts
under lines of credit extended to the Corporation and any accrued interest under
any outstanding loans to the extent covered by the agreements signed by Xxxxxxxx
guarantying such obligations or indebtedness. The guaranty fed shall be paid in
cash in semi-annual installments on June 30 and December 31 of each year in
which Xxxxxxxx'x guaranty or guarantees are outstanding.
2. Guaranty Fee for Amounts Guarantied by Xxxxxxxx'x Family Members. If
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any member of Xxxxxxxx'x immediate family, including his spouse or children, in
any, is required by any creditor of the Corporation to separately guaranty any
amounts owed to said creditor, such amounts shall be deemed to be guarantied by
Xxxxxxxx for the purposes of this Agreement and a guaranty fee shall be paid to
Xxxxxxxx in a like amount as set forth in Section 1 hereof if he is living at
the time the family member's guaranty is outstanding. If he is not living at the
time, the guaranty fee shall be paid to his family member. The foregoing
notwithstanding, if Xxxxxxxx and his family member(s) are guarantying the same
indebtedness at the same time pursuant to guaranty agreements which are
effective at the same time and Xxxxxxxx is collecting a guaranty fee pursuant to
Section l, then only one guaranty fee shall be paid in respect of
said indebtedness. In such event, the guaranty fee shall be calculated based on
the highest amount guarantied. For example, if a creditor extends $1 million
there f,- and his spouse separately guarantees $500,000 of such obligations, the
guaranty fee payable to Xxxxxxxx shall be based on $1 million.
3. Miscellaneous.
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(a) Binding Effect. This Agreement shall be binding upon and inure to the
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benefit of the parties hereto and their respective heirs, legal representatives,
successors and assigns.
(b) Notices. All notices given under this Agreement shall be deemed to be
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effectively given when personally delivered to the party entitled to receive the
notice, or when placed in the United States mails, registered or certified,
postage prepaid, at the addresses stated below:
Xxxxxxxx: Xxxxxx X. Xxxxxxxx
0000 Xxxx 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000
The Corporation: Pan Western Energy Corporation
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxx, Xxxxxxxx 00000
Either party may change his or its address for the purpose of notice by giving
notice of the change of address to the other party in accordance with the
provisions of this Section.
(c) Waiver and Modification. No waiver of any term or condition of this
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Agreement shall be effective unless in writing signed by the waiving party. The
waiver of the breach of any term or condition of this Agreement shall not be
deemed to constitute the waiver of any other or subsequent breach of the same or
any other term or condition. This Agreement may only be modified in a writing
signed by both parties.
(d) Severability. The invalidity or unenforceability of any provision
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hereof shall in no way affect the validity or enforce-ability of any other
provision.
(e) Applicable Law. The Agreement shall be governed by and construed in
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accordance with the laws of the State of Oklahoma.
(f) Entire Agreement. The parties agree that this Agreement and the
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operative exhibits hereto shall be the sole agreement between the parties
respecting the within subject matter. All prior written and oral agreements
respecting such subject matter are superseded in full.
(g) Time of Essence. Time is of the essence of this
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Agreement.
(h) Corporate Authority. The Corporation represents and warrants to
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Xxxxxxxx that (i) all necessary corporate and shareholder action has been taken
on behalf of the Corporation to authorize the execution and delivery of this
Agreement by the undersigned officer of the Corporation and the satisfaction by
the Corporation of its obligations hereunder, (ii) the Corporation has the full
power and authority to enter into this Agreement and to perform hereunder, and
(iii) the Corporation's execution and delivery of this Agreement does not
violate or contravene any other agreement by which the Corporation is bound.
These representations and warranties shall survive the Closing and all
deliveries hereunder.
(i) Xxxxxxxx'x Representations and Warranties. Xxxxxxxx represents and
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warrants to the Corporation that (i) Xxxxxxxx has the full power and authority
to enter into this Agreement and to perform hereunder, and (ii) Xxxxxxxx'x
execution and delivery of this Agreement does not violate or contravene any
other agreement by which Xxxxxxxx is bound. These representations and
warranties shall survive the Closing and all deliveries hereunder.
(j) Counterparts. This Agreement may be executed in any number of
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counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
CORPORATION:
PAN WESTERN ENERGY CORPORATION
/s/ Xxxxxxx X. Xxxxxxx
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By: Xxxxxxx X. Xxxxxxx
Executive Vice President
XXXXXX X. XXXXXXXX
/s/ Xxxxxx X. Xxxxxxxx
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An Individual
