EXHIBIT 10.17
GUARANTY
THIS GUARANTY dated as of April 30, 1998 by the undersigned Guarantor,
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 Renewal Promissory Notes of even date herewith, payable to
the order of Sellers in the aggregate principal amount of $7,260,000
(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 (i) a Purchase and Sale Agreement
dated November 25, 1997 (as amended, supplemented, or restated, the
"November 1997 Purchase Agreement"), by and between Buyer and Sellers,
and (ii) a Purchase and Sale Agreement dated April 30, 1998 (as amended,
supplemented, or restated, the "April 1998 Purchase Agreement), by and
between Buyer, Energy Capital Investment Company PLC, EnCap Equity 1994
Limited Partnership and NCI Enterprises, Inc. The November 1997
Purchase Agreement and the April 1998 Purchase Agreement are herein
sometimes collectively called the "Purchase Agreement".
3. It is a condition precedent to Sellers' obligation to extend credit to
Buyer pursuant to the April 1998 Purchase Agreement that Guarantor 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 partnership interests of
Guarantor.
5. Buyer, Guarantor 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 the general partner of Guarantor has
determined that Guarantor's execution, delivery and performance of this
Guaranty may reasonably be expected to benefit Guarantor, directly or
indirectly, and are in the best interests of Guarantor.
NOW, THEREFORE, in consideration of the premises, of the benefits which
will inure to Guarantor 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, Guarantor hereby 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, Security Related 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 Guarantor and described in
subsections (a) and (b) of Section 2.
"Obligation Documents" means this Guaranty, the Notes, the Purchase
Agreement, the Note Documents, the Security Related Documents and 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, Guarantor 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.
Section 2. Guaranty.
(a) 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, 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) 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, 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, 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 Guarantor fails to pay or perform any Obligation
as described in the immediately preceding subsections (a), (b), or (c)
Guarantor will incur the additional obligation to pay to Sellers, and
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 Guarantor and Sellers, this Guaranty shall be considered
a primary and liquidated liability of Guarantor.
(f) Guarantor 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, Guarantor and Sellers (by
their acceptance hereof) hereby irrevocably agree and understand that,
notwithstanding any other provision of this Guaranty, the liability of
Guarantor hereunder shall be limited to the maximum amount of liability that
can be incurred without rendering this Guaranty, as it relates to 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 Guarantor 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 Guarantor's obligations, liabilities, agreements or duties hereunder,
affect this Guaranty in any way, or afford 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,
Guarantor hereby expressly agrees that Sellers may, from time to time, without
notice to or the consent of 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.
(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 Guarantor's
obligations, liabilities, agreements, or duties hereunder, affect this
Guaranty in any way, or afford Guarantor any recourse against any Seller.
Without limiting the foregoing, the obligations, liabilities, agreements, and
duties of Guarantor 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 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 Guarantor may have incurred directly part of
the Obligations or is otherwise primarily liable therefor.
(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 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 Guarantor from any liability
hereunder, and 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. 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) Guarantor shall take full responsibility for
informing itself of such matters, (ii) neither Seller shall have any
responsibility of any kind to inform Guarantor of such matters, and (iii)
Sellers are hereby authorized to assume that 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 Guarantor's liabilities or
losses hereunder).
(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 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 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 Guarantor hereby waives
any rights to enforce any remedy which Guarantor may have against Buyer and
any right to participate in any Security until such time. If any amount shall
be paid to 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 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 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 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 Guarantor's request and expense, execute and deliver to
Guarantor (without recourse, representation or warranty) appropriate documents
necessary to evidence the transfer by subrogation to Guarantor of an interest
in the Obligations resulting from such payment by 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
Guarantor, as well as 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. Guarantor hereby subordinates and
makes inferior to the Obligations any and all indebtedness now or at any time
hereafter owed by Buyer to 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 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 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. Guarantor hereby grants to each Seller a right of offset
to secure the payment of the Obligations and Guarantor's obligations and
liabilities hereunder, which right of offset shall be upon any and all monies,
securities and other property (and the proceeds therefrom) of Guarantor now or
hereafter held or received by or in transit to any Seller from or for the
account of Guarantor, whether for safekeeping, custody, pledge, transmission,
collection or otherwise, and also upon any and all deposits (general or
special), credits and claims of 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 Guarantor, to
offset, appropriate and apply any and all items hereinabove referred to
against the Obligations and 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 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. Guarantor hereby represents
and warrants as follows:
(a) The Recitals at the beginning of this Guaranty are true and correct
in all respects.
(b) 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 Guarantor has all requisite power and authority to execute,
deliver and perform this Guaranty.
(c) The execution, delivery and performance by 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 Guarantor of this
Guaranty do not and will not contravene any law or governmental regulation or
any contractual restriction binding on or affecting 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 Guarantor
of this Guaranty.
(f) This Guaranty is a legal, valid and binding obligation of
Guarantor, enforceable against Guarantor in accordance with 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 Guarantor, threatened against or otherwise affecting Guarantor before any
court, arbitrator or governmental department, commission, board, bureau,
agency or instrumentality which may materially and adversely affect
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 Guarantor in connection herewith is reasonably worth at least
as much as the liability and obligations of Guarantor hereunder, and the
incurrence of such liability and obligations in return for such consideration
may reasonably be expected to benefit Guarantor, directly or indirectly.
(i) Guarantor is not "insolvent" on the date hereof (that is, the sum
of Guarantor's absolute and contingent liabilities, including the Obligations,
does not exceed the fair market value of Guarantor's assets).
Notwithstanding anything to the contrary herein, the representations and
warranties, set forth in subsections (b), (g) and (i) above are to Guarantor's
best knowledge.
Section 10. No Oral Change. No amendment of any provision of this
Guaranty shall be effective as to Guarantor unless it is in writing and signed
by Guarantor and Sellers, and no waiver of any provision of this Guaranty, and
no consent to any departure by 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.
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 Guarantor 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
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. 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
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.
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.
IN WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty
as of the date first written above.
NCI-SHAWNEE LIMITED PARTNERSHIP,
a Texas limited partnership
By: Future Petroleum Corporation,
a Texas corporation, General Partner
By:/s/ B. Xxxx Xxxxx
B. Xxxx Xxxxx, President
