EXHIBIT 10.68
GUARANTY
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THIS AGREEMENT between the undersigned Guarantor and ATLANTA GAS LIGHT
COMPANY (Company) is effective November 1, 1998.
WHEREAS, the Company supplies SouthStar Energy Services, LLC d/b/a Georgia
Natural Gas Services (Pooler) with natural gas delivery service; and
WHEREAS, the undersigned Guarantor derives substantial benefit from
Xxxxxx'x activities associated with company's natural gas delivery service; and
WHEREAS, the undersigned Guarantor wishes to guaranty the payment and
performance by the Xxxxxx of its obligations under its agreement with the
Company; and
WHEREAS, this Agreement expresses the terms and conditions of the
aforementioned guaranty:
NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the undersigned Guarantor hereby agrees as
follows:
1. The undersigned Guarantor unconditionally guaranties to Company the
full and prompt performance by the Xxxxxx of all obligations which Pooler
presently or hereafter may have to Company and the full and prompt payment when
due of all sums presently or hereafter owing by Pooler to Company. Guarantor
agrees that the liability of Guarantor shall be direct and immediate and that
Company may enforce this Guaranty without having first to proceed against the
Xxxxxx or any other person and without company having to exhaust any other
remedy available to Company.
2. For purposes of this guaranty, all sums owing to Company by Pooler
shall be deemed to have become immediately due and payable if (a) Pooler
defaults in any of its obligations to Company; (b) a petition is filed by Pooler
under the bankruptcy laws of any jurisdiction or a petition is filed by the
Xxxxxx for the appointment of a receiver of any part of the property of the
Xxxxxx; (c) such a petition is filed against the Xxxxxx and is not dismissed
within thirty (30) days; or (d) Pooler makes a general assignment for the
benefit of creditors, suspends business, or commits any act amounting to a
business failure.
3. This shall be a continuing guaranty, and irrespective of the lack of
any notice to consent of the undersigned Guarantor, its obligations hereunder
shall not be impaired in any manner whatsoever by any (a) new agreements or
obligations of the Xxxxxx with or to the Company; (b) amendments, extensions,
modifications, renewals or waivers of default as to any existing or future
agreements or obligations of Pooler with or to the Company; (c) invalidity or
unenforceability, for any reason, of any agreement, instrument or writing
between Company and Pooler; or (d) interruptions in the business relations
between Xxxxxx and Company.
4. Notice of (a) Company's acceptance hereof, (b) default and nonpayment
by Pooler, (c) presentment, protest, and demand and (d) all other matters to
which the undersigned Guarantor otherwise might be entitled, is hereby waived by
Guarantor.
5. The undersigned Guarantor may terminate its obligations hereunder as
to then future transactions between the Xxxxxx and Company only by written
notice sent to Company by registered mail. Notice shall be sent to Company at:
X. X. Xxxxxx
Location 1190
Xxxx Xxxxxx Xxx 0000
Xxxxxxx, Xxxxxxx 00000
Provided, however, that such termination shall not affect the undersigned
Guarantor's liability hereunder with respect to any and all obligations of
Pooler to Company incurred prior to Company's receipt of such notice.
6. The undersigned Guarantor shall reimburse the Company for all
expenses, including reasonable attorneys' fees, incurred by Company in the
enforcement or attempted enforcement of any of Company's rights hereunder.
7. This guaranty may not be assigned by the undersigned Guarantor without
Company's prior written consent, which consent shall not be reasonably withheld.
This guaranty shall inure to the benefit of and may be enforced by Company and
its successors and assigns and shall be binding upon and enforceable against the
undersigned Guarantor its successors, and assigns.
8. This Agreement shall be interpreted, construed and governed by and in
accordance with the laws of the State of Georgia.
9. This Agreement constitutes the entire Agreement between the
undersigned Guarantor and the Company. No modification shall be binding on the
company unless it is in writing and signed by the Company.
10. The invalidity of any portion, provision or paragraph of this
Agreement shall not affect or render invalid any other portion, provision or
paragraph of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officer or representative.
ATLANTA GAS LIGHT COMPANY AGL RESOURCES INC.
GUARANTOR
BY: /s/ J. Xxxxxxx Xxxxx BY: /s/ Xxxx X. Xxxxxxx
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NAME: J. Xxxxxxx Xxxxx NAME: Xxxx X. Xxxxxxx
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TITLE: Senior Vice President & CFO TITLE: Senior Vice President
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WITNESS: /s/ Xxxxx X. Law WITNESS: /s/ Xxxxxx X. Xxxxxx
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