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AMENDED AND RESTATED PARENT GUARANTEE

Guarantee Agreement

AMENDED AND RESTATED PARENT GUARANTEE | Document Parties: ENERGYSOUTH INC | Administrative Agent, Issuing Bank | Bay Gas LC | Bay Gas Storage Company, Ltd | EnergySouth Midstream, Inc | ENERGYSOUTH, INC | Hedging Obligations and Treasury Management | Regions Bank You are currently viewing:
This Guarantee Agreement involves

ENERGYSOUTH INC | Administrative Agent, Issuing Bank | Bay Gas LC | Bay Gas Storage Company, Ltd | EnergySouth Midstream, Inc | ENERGYSOUTH, INC | Hedging Obligations and Treasury Management | Regions Bank

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Title: AMENDED AND RESTATED PARENT GUARANTEE
Governing Law: Georgia     Date: 12/4/2007
Industry: Natural Gas Utilities     Sector: Utilities

AMENDED AND RESTATED PARENT GUARANTEE, Parties: energysouth inc , administrative agent  issuing bank , bay gas lc , bay gas storage company  ltd , energysouth midstream  inc , energysouth  inc , hedging obligations and treasury management , regions bank
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Exhibit 10(v)-6
AMENDED AND RESTATED PARENT GUARANTEE
          THIS AMENDED AND RESTATED PARENT GUARANTEE (this “ Guarantee ”) made and delivered as of November 28, 2007, by ENERGYSOUTH, INC., a Delaware corporation (the “ Guarantor ”) in favor of (i) each of the lenders from time to time parties to the Credit Agreement described below (each a “ Lender ” and collectively the “ Lenders ”), (ii) Regions Bank, in its capacities as Administrative Agent, Issuing Bank, and Swingline Lender under the terms of the Credit Agreement and the other Loan Documents referred to in the Credit Agreement (in such capacities, the “ Administrative Agent ”, “ Issuing Bank ” and “ Swingline Lender ”, respectively), and (iii) such of the Lenders and their respective Affiliates that are holders of the Obligations as provided in the Credit Agreement (the Lenders, the Administrative Agent, the Issuing Bank, the Swingline Lender, and such Affiliates collectively referred to herein as the “ Guaranteed Parties ”).
W I T N E S S E T H :
          WHEREAS, Bay Gas Storage Company, Ltd., an Alabama limited partnership (the “ Subsidiary Borrower ”), Guarantor, the Lenders, the Administrative Agent, the Issuing Bank, and the Swingline Lender are parties to a certain Amended and Restated Credit Agreement dated as of November 28, 2007 (as the same may be further amended, restated, and supplemented from time to time, the “ Credit Agreement ”; capitalized terms used in this Guarantee that are defined in the Credit Agreement being used herein with the respective meanings given to such capitalized terms in the Credit Agreement);
          WHEREAS, it is a condition to the Lenders’ obligation to make Loans to Guarantor and Subsidiary Borrower, and the Issuing Bank’s obligation to issue and continue in effect the Letters of Credit for the account of Guarantor and Subsidiary Borrower, as provided in the Credit Agreement, that Guarantor unconditionally guarantee the payment of (i) all Bay Gas Revolving Loans to Subsidiary Borrower, (ii) all reimbursement and other payment obligations of Subsidiary Borrower in respect of the Bay Gas LC issued for the account of Subsidiary Borrower, (iii) all other Obligations of Subsidiary Borrower as provided in the Loan Documents, and (iv) all Obligations of any Subsidiaries of Guarantor in respect of Hedging Obligations and Treasury Management Obligations owing to any Lenders or their respective Affiliates as provided in the Credit Agreement (all such Loans to Subsidiary Borrower, all such reimbursement and other payment obligations of Subsidiary Borrower in respect of the Bay Gas LC, and all other such Obligations of Subsidiary Borrower and such Subsidiaries of Guarantor being herein collectively referred to as the “ Guaranteed Obligations ”; the term “ Guaranteed Obligations ” to include, without limitation (x) all principal and interest due with respect to all Bay Gas Revolving Loans to Subsidiary Borrower outstanding under the terms of the Credit Agreement, all Letter of Credit fees payable by Subsidiary Borrower and all reimbursement obligations and other payment obligations in respect of the Bay Gas LC, and all payments due from, and all interest and fees payable by, Subsidiary Borrower and any other Subsidiaries of Guarantor in respect of Hedging Obligations and Treasury Management Obligations owing to

 


 
any Lenders or their respective Affiliates, including, without limitation, all interest and fees accruing or that would have accrued after the filing of a petition in bankruptcy or other insolvency proceeding (whether or not such claim for interest and fees is allowed or allowable in such proceeding), (y) all commitment fees and all other fees, expenses, and amounts otherwise payable by Subsidiary Borrower or other Subsidiaries of Guarantor for reimbursement or indemnification under the terms of the Credit Agreement, any other Loan Document, or any document evidencing or governing such Hedging Obligations and Treasury Management Obligations, and (z) all renewals, extensions, modifications, and refinancings (in whole or in part) of any of the amounts referred to above); and
          WHEREAS, the issuance of the Bay Gas LC for the account of Subsidiary Borrower and the making of Bay Gas Revolving Loans to Subsidiary Borrower will result in direct and substantial benefits to Guarantor;
          NOW, THEREFORE, in order to induce the Issuing Bank to issue and continue in effect the Bay Gas LC for the account of Subsidiary Borrower and to induce the Guaranteed Parties to make Loans and otherwise to extend and continue to extend credit to Subsidiary Borrower and other Subsidiaries of Guarantor hereafter, and in consideration of $10.00 and other good and valuable consideration received by Guarantor, Guarantor hereby declares and agrees:
          1. Guarantor hereby unconditionally and irrevocably guarantees to the Guaranteed Parties, and any transferee of any of the Guaranteed Obligations, the full and prompt payment when due of all Guaranteed Obligations and all costs, charges and expenses (including reasonable attorneys’ fees) incurred or sustained by the Guaranteed Parties in enforcing the obligations of Guarantor hereunder. If any portion of the Guaranteed Obligations is not paid when due, Guarantor hereby agrees to and will immediately pay same, without resort by the Guaranteed Parties to any other person or party. The obligation of Guarantor to the Guaranteed Parties hereunder is primary, absolute and unconditional. Any and all payments by Guarantor hereunder shall be made free and clear of, and without deduction for, any set-off, counterclaim, recoupment, or withholding so that, in each case, each Guaranteed Party will receive, after giving effect to any Taxes (other than taxes applicable to the Guaranteed Party of the types described in the definition of “ Excluded Taxes ” as set forth in the Credit Agreement), the full amount that it would otherwise be entitled to receive with respect to the Guaranteed Obligations (but without duplication of amounts for Taxes already included in the Guaranteed Obligations). Guarantor acknowledges and agrees that this is a guarantee of payment when due, and not of collection.
          2. This Guarantee is continuing in nature and shall be effective with respect to the full amount outstanding under all Guaranteed Obligations, now existing or hereafter made or extended, and notwithstanding (i) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or like proceeding relating to Guarantor or Subsidiary Borrower, or any action taken with respect to this Guarantee by any trustee or receiver, or by any court, in any such proceeding, (ii) any lack of validity or enforceability of the Credit Agreement or the other Loan Documents, or (iii) any other circumstance that might otherwise constitute a defense available to, or a discharge of, Guarantor. Guarantor acknowledges and agrees that the number and amounts of outstanding Guaranteed Obligations may fluctuate from time to time hereafter, and that Subsidiary Borrower may make payments to the Guaranteed Parties from time

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to time hereafter. Guarantor expressly agrees that this Guarantee shall continue in full force and effect notwithstanding such fluctuations and payments, and whether or not any Guaranteed Obligations are outstanding at any particular time, until such time as all Guaranteed Obligations have been paid in full and any commitment of the Guaranteed Parties under the Credit Agreement has been terminated.
          3. Guarantor hereby waives notice of the Guaranteed Parties’ acceptance of this Guarantee and the creation, extension or renewal of any Loans or other Guaranteed Obligations. Guarantor hereby consents and agrees that, at any time or times, without notice to or further approval from Guarantor, and without in any way affecting the obligations of Guarantor hereunder, the Guaranteed Parties may, with or without consideration (i) release, compromise with, or agree not to sue, in whole or in part, Subsidiary Borrower or any other obligor, guarantor, endorser or surety on any Guaranteed Obligations, (ii) renew, extend, accelerate, or increase or decrease the principal amount of any Guaranteed Obligations, either in whole or in part, (iii) amend, waive, or otherwise modify any of the terms of any Guaranteed Obligations or of any Security Document or other undertaking of Subsidiary Borrower or any other obligor, endorser, guarantor or surety in connection with any Guaranteed Obligations, and (iv) apply any payment received from Subsidiary Borrower or from any other obligor, guarantor, endorser or surety on any Guaranteed Obligations to any of the liabilities of Subsidiary Borrower or of such other obligor, guarantor, endorser, or surety which the Guaranteed Parties may choose.
          4. Guarantor hereby consents and agrees that the Guaranteed Parties may at any time or times, either with or without consideration, surrender, release or receive any property or other collateral of any kind or nature whatsoever held by it or for its account securing any Guaranteed Obligations, or substitute any collateral so held by the Guaranteed Parties for other collateral of like or different kind, without notice to or further consent from Guarantor, and such surrender, receipt, release or substitution shall not in any way affect the obligations of Guarantor hereunder. The Guaranteed Parties shall have full authority to adjust, compromise, and receive less than the amount due upon any such collateral, and may enter into any accord and satisfaction agreement with respect to the same as the Guaranteed Parties may deem advisable without affecting the obligations of Guarantor hereunder. The Guaranteed Parties shall be under no duty to undertake to collect upon such collateral or any part thereof, and no Guarantor’s obligations hereunder shall be affected by the Guaranteed Parties’ alleged negligence or mistake in judgment in handling, disposing of, obtaining, or failing to collect upon or perfect a security interest in, any such collateral.
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