EXHIBIT 10.1 GUARANTYGuarantee Agreement |
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Bank of America, N.A. | Integrys Energy Group, Inc | Peoples Energy Corporation. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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GUARANTY
This
GUARANTY
dated
as of May 18,
2007 (the “Guaranty”),
is executed by
Integrys
Energy
Group, Inc., a Wisconsin corporation (the
“Guarantor”)
to and for the
benefit of Bank of America, N.A., in its capacity as administrative agent for
the Banks (as defined below) (in such capacity, the “Administrative
Agent”).
WHEREAS,
Peoples Energy
Corporation, an Illinois corporation (the “Borrower”)
has obtained a
revolving line of credit in the original amount of $400,000,000 pursuant to
that
certain Credit Agreement dated as of June 13, 2006 by and among the Borrower,
the Administrative Agent and the other Banks party thereto (the “Banks”)
as amended by
that certain letter agreement effective as of March 6, 2007 by and between
the
Borrower and the Administrative Agent (the Credit Agreement as so amended is
referred to herein as, the “Credit
Agreement”);
WHEREAS,
contemporaneously
with the execution of this Guaranty, the Borrower and the Administrative Agent
are entering into a First Amendment and Consent to Credit Agreement to provide
for, among other things, the delivery of this Guaranty;
WHEREAS,
the Borrower is a
wholly owned subsidiary of the Guarantor and the extension of credit by the
Banks is desirable to the conduct and operation of the business of the Borrower
and will inure to the financial benefit of the Guarantor;
WHEREAS,
the
Administrative Agent has requested that Guarantor execute and deliver this
Guaranty and the Guarantor has agreed to execute and deliver this Guaranty;
and
NOW,
THEREFORE,
in consideration
of the foregoing and for other good and valuable consideration, the receipt
of
which is hereby acknowledged, the parties hereto agree as follows:
1. Definitions.
Capitalized terms
used but not defined herein shall have the meaning ascribed to them in the
Credit Agreement.
2. Guaranty.
Guarantor does
hereby fully and unconditionally guaranty for the benefit of the Banks and
the
Administrative Agent (a) the due and punctual payment of all “Obligations” (as
defined in the Credit Agreement) of Borrower, whether on the Termination Date
or
at any earlier or accelerated date or dates as provided in the Credit Documents
or at any time hereafter made or granted, and the due and punctual performance
in full of all other obligations of the Borrower under the Credit Documents
(collectively, the “Guaranteed
Obligations”)
and (b) in case
of any extension of time of payment or renewal of any of the Guaranteed
Obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether on the
Termination Date, by acceleration, or otherwise. In case of the failure of
Borrower to punctually make any such payment of the Obligations, Guarantor
hereby agrees to cause any such payment to be made promptly when and as the
same
shall become due and payable. This
Guaranty
constitutes a guaranty of payment and not of collection and shall not be
impaired by the failure to endorse evidence of this Guaranty on any Credit
Document.
1
Guarantor
hereby
agrees that its obligations under this Guaranty shall be as if it were principal
debtor and not merely surety, and
shall
be
absolute and unconditional, irrespective of, and shall be unaffected by, any
invalidity, irregularity or unenforceability of any Note or any other Credit
Document, any failure to enforce the provisions of any Note or any other Credit
Document, or any waiver, modification or indulgence granted to Borrower with
respect thereto, by any Bank or the Administrative Agent, or any other
circumstance which may otherwise constitute a legal or equitable discharge
of a
surety or guarantor; provided,
however,
that,
notwithstanding the foregoing, no such waiver, modification, or indulgence
shall, without the consent of Guarantor, increase the aggregate principal amount
of the Revolving Credit Commitments (except any increase resulting from the
Borrower’s exercise of the “Increase Option” as set forth in Section 2.1(b) of
the Credit Agreement) or the interest rate thereon or increase any premium
payable thereon.
3. Representations
and Warranties.
Guarantor
represents and warrants to the Administrative Agent and the Banks as
follows:
(a) Guarantor
has the
requisite power, authority, capacity and legal right to execute, deliver and
perform this Guaranty and all other documents required to be executed and
delivered in connection herewith. This Guaranty and all other documents required
to be executed and delivered by Guarantor, when executed and delivered, will
constitute legal, valid and binding obligations of Guarantor, enforceable
against Guarantor in accordance with their terms subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other similar
laws relating to or affecting creditor’s rights and general principles of
equity, regardless of whether considered in a proceeding in equity or at
law;
(b)
The
execution,
delivery and performance of this Guaranty by the Guarantor do not and will
not
(i) require the consent or approval of, any governmental body, agency or
authority, or (ii) result in a breach of or constitute a default under, or
result in the imposition of, any lien, charge or encumbrance upon any property
of the Guarantor pursuant to (A) any of the Guarantor’s organizational documents
or (B) any indenture or other agreement or instrument under which the Guarantor
is a party or by which it or any of its properties may be bound or affected,
other than, with respect to clause (ii)(B) above, those which are not reasonably
expected to result in a material adverse effect on the Guarantor or its
subsidiaries.
(c) As
of the date of
this Guaranty, there is not any litigation, arbitration, governmental or
administrative proceedings, actions, examinations, claims or demands pending
or,
to the Guarantor’s knowledge, threatened against the Guarantor that would
reasonably be expected to materially adversely affect performance by Guarantor
of its obligations under this Guaranty;
(d) Guarantor
has taken
all necessary corporate action to ensure that the execution, delivery and
performance of this Guaranty have been duly authorized; and
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(e) The
execution,
delivery and performance of this Guaranty by Guarantor and compliance with
the
provisions hereof by Guarantor will not violate any provision of Guarantor’s
Articles of Incorporation or By-laws.
4. Covenants
and
Agreements.
Guarantor hereby
acknowledges, covenants and agrees that:
(a) Guarantor
shall be
subrogated to all rights of any Banks and Administrative Agent against Borrower
in respect of any amounts paid to such Bank or Administrative Agent by Guarantor
pursuant to the provisions of this Guaranty; provided,
however,
that Guarantor
shall not be entitled to enforce, or to receive any payments arising out of
or
based upon, such right of subrogation until the Obligations have been paid
in
full.
