EXHIBIT 10.6
Xxxxxx Xxxx Xxxxx
Banco Mercantil, C.A. (Banco Universal)
Edificio Mercantil
Xxxxxxx Xxxxxx Xxxxx, Xx. 0
Xxxxxxx, Xxxxxxxxx
XXXXXXXX
0. For value received, Harvest Natural Resources, Inc., a corporation
organized and existing under the laws of the State of Delaware,
(hereinafter the "Guarantor") hereby unconditionally and irrevocably
guarantees to BANCO MERCANTIL, C.A., (Banco Universal), a banking
institution organized under the laws of the Republic of Venezuela,
(hereinafter the "Bank") the due and timely payment at maturity
(whether by expiration of the term agreed upon, by acceleration or
otherwise) of all Obligations and Liabilities, as defined hereunder, of
Xxxxxx Vinccler, C.A., a corporation organized and existing under the
laws of the Republic of Venezuela, (hereinafter the "Borrower") to the
Bank up to the sum of FIFTEEN MILLION FIVE HUNDRED THOUSAND UNITED
STATES DOLLARS (U.S. $15,500,000), or an equivalent amount in
Venezuelan Bolivars, plus overdue interest, conventional and penalty
interest, commissions, judicial or extra-judicial collection expenses
(including reasonable attorneys' fees) which may be incurred by the
Bank enforcing any rights hereunder.
"Obligations and Liabilities" means any loans including principal and
interest, drafts, bonds or any other credit facility granted by the
Bank to the Borrower for the purpose of financing the construction of a
gas pipeline and related facilities from Uracoa to Macapaima.
2. In the event of default by the Borrower, as defined in the agreement(s)
between the Borrower and the Bank, on any of the Obligations and
Liabilities guaranteed herein to the Bank, the latter will give notice
to the Guarantor by telex, cable or certified letter, and the Guarantor
undertakes to pay within five (5) banking days to the Bank the sums due
by reason of such default.
3. Except as provided above, the Guarantor expressly waives all
presentment for collection, demands for default, protest, notice of
default on payments or acceptance of this guaranty by the Bank.
Pag. -2-
4. The obligations of the Guarantor assumed by virtue of this Guaranty are
independent of the obligations of the Borrower, and consequently, the
Bank will not be obligated under any circumstance to file any legal
proceeding or exhaust any remedies it may have against the Borrower
prior to calling on the Guarantor under the terms of this Guaranty.
5. The Guarantor will not be released from its obligations hereunder as a
result of any legal impediment or inability of the Borrower. Also, the
obligations of the Guarantor shall remain in force and will not be
affected by the eventual bankruptcy, suspension of payments,
dissolution or similar proceeding that in any way may affect the
Borrower's Obligations and Liabilities.
6. The obligations of the Guarantor shall remain in force until the
payment in full of each and all of the Borrower's Obligations and
Liabilities to the Bank that are guaranteed hereunder, including
(without limitation), principal, interest, expenses and other sums of
money, as detailed in the first clause of this Guaranty.
7. Upon the execution of this guaranty, the Guarantor agrees not to make
any amendment thereto without the prior written consent by the Bank.
8. This Guaranty will be governed by, and construed and enforced in
accordance with, the laws of the State of New York. The parties elect
the city of New York as special domicile and agree to be subject to the
courts in New York city.
In witness thereof, the undersigned has caused this Guaranty to be executed on
this 26th day of September in the year 2002.
HARVEST NATURAL RESOURCES
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Senior Vice President, CFO
