SELLER INDEMNIFICATION AGREEMENT GUARANTYSeller Indemnification Agreement Guaranty • August 19th, 2003 • Cogentrix Energy Inc • Electric services • New York
SELLER INDEMNIFICATION AGREEMENT GUARANTY (this "Guaranty"), dated as of Jun 4, 2003, of COGENTRIX ENERGY, INC., a North Carolina corporation ("Cogentrix") in favor of AIRCRAFT SERVICES CORPORATION, a Nevada corporation ("ASC") and GENERAL ELECTRIC CREDIT CORPORATION OF TENNESSEE, a Tennessee corporation ("GECCT," and together with ASC, the "Purchaser Members"). WHEREAS, Cogentrix of Oklahoma, Inc., a Delaware corporation (the "Seller") is an indirect wholly-owned subsidiary of Cogentrix; WHEREAS, the Seller is the sole member of Green Country Energy, LLC, a Delaware limited liability company (the "Company"); WHEREAS, the Purchaser Members are the sole members of Green Country Holding LLC, a limited liability company organized under the laws of the State of Delaware (the "Purchaser"); WHEREAS, the Seller desires to sell, and Purchaser desires to purchase, all of the membership interests in the Company, in consideration of the "Cash Purchase Price" (as defined in the Purc
SELLER GUARANTYSeller Guaranty • August 19th, 2003 • Cogentrix Energy Inc • Electric services • New York
SELLER GUARANTY (this "Guaranty"), dated as of June 4, 2003, of COGENTRIX ENERGY, INC., a North Carolina corporation ("Cogentrix") in favor of GREEN COUNTRY HOLDING LLC, a limited liability company organized under the laws of the State of Delaware (the "Purchaser"). WHEREAS, Cogentrix of Oklahoma, Inc., a Delaware corporation (the "Seller") is an indirect wholly-owned subsidiary of Cogentrix; WHEREAS, the Seller is the sole member of Green Country Energy, LLC, a Delaware limited liability company (the "Company"); WHEREAS, Aircraft Services Corporation, a Nevada corporation ("ASC") and General Electric Credit Corporation of Tennessee, a Tennessee corporation ("GECCT" and together with ASC, the "Purchaser Members") are the sole members of the Purchaser; WHEREAS, the Seller desires to sell, and Purchaser desires to purchase, all of the membership interests in the Company, in consideration of the "Cash Purchase Price" (as defined in the Purchase Agreement) and ten percent (1
AMENDED AND RESTATED PURCHASE AGREEMENT AMONG COGENTRIX OF OKLAHOMA, INC., GREEN COUNTRY ENERGY, LLC, and GREEN COUNTRY HOLDING LLC Dated as of April 11, 2003Purchase Agreement • August 19th, 2003 • Cogentrix Energy Inc • Electric services • New York
COGENTRIX INDEMNITY AGREEMENTIndemnification & Liability • August 19th, 2003 • Cogentrix Energy Inc • Electric services • New York
This Cogentrix Indemnity Agreement (this "Agreement") is entered into effective as of June 4, 2003, by and among Cogentrix Energy, Inc., a North Carolina corporation ("Cogentrix"), Green Country Energy, LLC, a Delaware limited liability company (the "Company"), and The Bank of New York, in its capacity as collateral agent for certain Secured Parties referred to in the Indenture (as defined below) (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent").
