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EXHIBIT 10.32
UNCONDITIONAL GUARANTY
THIS UNCONDITIONAL GUARANTY ("Guaranty") is made as of the 26th day of
March, 1997, by Guarantor (as hereinafter defined) for the benefit of Bank (as
hereinafter defined).
A. Definitions. As used in this Guaranty, the following terms
shall have the meanings indicated below:
1. The term "Bank" shall mean BANK ONE, TEXAS, NATIONAL
ASSOCIATION, the address for notice purposes for the Bank is the
following:
0000 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000
Attn: Xxxxx X. Xxxxxxx
2. The term "Borrower" (whether one or more shall mean
the following:
Xxxxxxx Oil & Gas, L.P.
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
3. The term "Guarantor" shall mean each of XXXXXXX
EXPLORATION COMPANY and XXXXXXX, INC., whose address for notice
purposes is the following:
0000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
4. The term "Guaranteed Indebtedness" shall mean (i) all
indebtedness, obligations and liabilities of Borrower to Bank of any
kind or character now existing or hereafter arising, whether direct,
indirect, related, unrelated, fixed, contingent, liquidated,
unliquidated, joint, several or joint and several, and regardless of
whether such indebtedness, obligations and liabilities may, prior to
their acquisition by Bank, be or have been payable to or in favor of a
third party and subsequently acquired by Bank (it being contemplated
that Bank may make such acquisitions from third parties), including
without limitation all indebtedness, obligations and liabilities of
Borrower to Bank now existing or hereafter arising by note, draft,
acceptance, guaranty, endorsement, letter of credit, assignment,
purchase, overdraft, discount, indemnity agreement or otherwise, (ii)
all accrued but unpaid interest on any of the indebtedness described
in (i) above, (iii) all obligations of Borrower to Bank under any
documents evidencing, securing, governing and/or pertaining to all or
any part of the indebtedness described in (i) and (ii) above, (iv) all
costs and expenses incurred by Bank in connection with the collection
and administration of all or any part of the indebtedness and
obligations described in (i), (ii) and (iii) above or the protection
or preservation of, or realization upon, the collateral securing all
or any part of such indebtedness and obligations,
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including without limitation all reasonable attorneys' fees, and (v)
all renewals, extensions, modifications and rearrangements of the
indebtedness and obligations described in (i), (ii), (iii) and (iv)
above.
B. Obligations. As an inducement to Bank to extend or continue
to extend credit and other financial accommodations to Borrower, Guarantor, for
value received, does hereby unconditionally and absolutely guarantee the prompt
and full payment and performance of the Guaranteed Indebtedness when due
whether by its terms, by acceleration or otherwise, and at all times
thereafter.
C. Character of Obligations. This is an absolute, continuing and
unconditional Guaranty of payment and not of collection and if at any time or
from time to time there is no outstanding Guaranteed Indebtedness, the
obligations of the Guarantor with respect to any and all Guaranteed
Indebtedness of Borrower to Bank incurred thereafter shall not be affected.
All Guaranteed Indebtedness heretofore, concurrently herewith or hereafter made
by Bank to Borrower shall be conclusively presumed to have been made or
acquired in acceptance hereof. Guarantor shall be primarily liable, jointly
and severally, with Borrower and any other guarantor of all or any part of the
Guaranteed Indebtedness.
D. Representations and Warranties. Guarantor hereby represents
and warrants the following to Bank:
1. This Guaranty may reasonably be expected to benefit,
directly or indirectly, Guarantor, and (i) if Guarantor is a
corporation, the Board of Directors of Guarantor has determined that
this Guaranty may reasonably be expected to benefit, directly or
indirectly, Guarantor, or (ii) if Guarantor is a partnership, the
requisite number of Guarantor's partners have determined that this
Guaranty may reasonably be expected to benefit, directly or
indirectly, Guarantor;
2. Guarantor is familiar with, and has independently
reviewed the books and records regarding, the financial condition of
Borrower and is familiar with the value of any and all collateral
intended to be security for the payment of all or any part of the
Guaranteed Indebtedness; provided, however, Guarantor is not relying
on such financial condition or collateral as an inducement to enter
into this Guaranty;
3. Guarantor has adequate means to obtain from Borrower
on a continuing basis information concerning the financial condition
of Borrower and Guarantor is not relying on Bank to provide such
information to Guarantor either now or in the future;
4. Guarantor has the power and authority to execute,
deliver and perform this Guaranty and any other agreements executed by
Guarantor contemporaneously herewith, and the execution, delivery and
performance of this Guaranty and any other agreements executed by
Guarantor contemporaneously herewith does not and will not violate (i)
any agreement or instrument to which Guarantor is a party, (ii) any
law, rule, regulation or
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order of any governmental authority to which Guarantor is subject, or
(iii) Guarantor's Articles of Incorporation or Bylaws if Guarantor is
a corporation, or Guarantor's Partnership Agreement if Guarantor is a
partnership;
5. Neither Bank nor any other Bank or any other party
has made any representation, warranty or statement to Guarantor in
order to induce Guarantor to execute this Guaranty;
6. The financial statements and other financial
information regarding Guarantor heretofore and hereafter delivered to
Bank are and shall be true and correct in all material respects and
fairly present the financial position of Guarantor as of the dates
thereof, and no material adverse change has occurred in the financial
condition of Guarantor reflected in the financial statements and other
financial information regarding Guarantor heretofore delivered to Bank
since the date of the last statement thereof; and
7. As of the date hereof, and after giving effect to
this Guaranty and the obligations evidenced hereby, (i) Guarantor is
and will be solvent, (ii) the fair saleable value of Guarantor's
assets exceeds and will continue to exceed Guarantor's liabilities
(both fixed and contingent), (iii) Guarantor is and will continue to
be able to pay Guarantor's debts as they mature, and (iv) if Guarantor
is not an individual, Guarantor has and will continue to have
sufficient capital to carry on its business and all businesses in
which it is about to engage.
E. Covenants. Guarantor hereby covenants and agrees with Bank as
follows:
1. As soon as available and in any event within ninety
(90) days after the end of each fiscal year of Xxxxxxx Exploration
Company ("BEC"), BEC shall deliver to Bank consolidated and
consolidating annual financial statements of BEC consisting of at
least a balance sheet, statement of cash flow and statement of
contingent liabilities, prepared in a form acceptable to Bank and in a
manner consistent with prior periods;
2. Guarantor shall promptly notify Bank if it becomes
aware of the occurrence of any Event of Default or of any fact,
condition or event that only with the giving of notice or passage of
time or both, could become an Event of Default, or of the failure of
the Guarantor to observe any of its undertakings hereunder, or of any
materially adverse change in the financial condition of the Borrower
or the Guarantor;
3. Guarantor shall promptly give written notice to Bank
of (i) any action, proceeding or claim, of which Guarantor may have
notice, which may be commenced or asserted against Guarantor or relate
to this Guaranty, and (ii) any dispute which may exist between
Guarantor and any governmental regulatory body, which in either case
may substantially affect the properties and assets of Guarantor, and
(iii) contingent liabilities, whether asserted or unasserted, of
Guarantor which exceed $100,000 individually or in the aggregate;
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4. Guarantor shall duly pay and discharge (i) all taxes,
assessments and governmental charges or levies imposed upon or against
Guarantor or Guarantor's property or assets, or upon any property
leased by Guarantor, prior to the date on which penalties attach
thereto, unless and to the extent only that such taxes, assessments
and governmental charges or levies are being contested in good faith
and by appropriate proceedings, and (ii) all lawful claims, whether
for labor, materials, supplies, services or anything else, which might
or could, if unpaid, become a lien or charge upon the property or
assets of Guarantor, unless and to the extent only that the validity
thereof is being contested in good faith and by appropriate
proceedings;
5. Guarantor shall allow any representative of Bank to
visit and inspect any of its property, to examine its books of record
and account and to discuss its affairs, finances and accounts with any
of its officers, employees and agents, all at such reasonable times
during usual business hours and as often as Bank may reasonably
request;
6. Guarantor shall not incur, create, assume, have
outstanding, guaranty or otherwise be or become, directly or
indirectly, liable in respect of any Indebtedness except: (i)
presently existing indebtedness reflected on the most recent financial
statements delivered by Guarantor to Bank prior to the date hereof;
and (ii) indebtedness as allowed under that certain Loan Agreement
dated April 1, 1996 between Borrower and Bank, as from time to time
amended (the "Loan Agreement");
7. Guarantor shall comply with all terms and provisions
of the instruments and agreements evidencing, governing and securing
all or any part of the Guaranteed Indebtedness that apply to
Guarantor; and
8. Guarantor shall promptly furnish to Bank at any time
and from time to time such other financial information of Guarantor as
Bank may reasonably require, in form and substance satisfactory to
Bank.
F. Consent and Waiver.
1. Guarantor waives (i) promptness, diligence and notice
of acceptance of this Guaranty and notice of the incurring of any
obligation, indebtedness or liability to which this Guaranty applies
or may apply and waives presentment for payment, notice of nonpayment,
protest, demand, notice of protest, notice of intent to accelerate,
notice of acceleration, notice of dishonor, diligence in enforcement
and indulgences of every kind, and (ii) the taking of any other action
of Bank, including without limitation giving any notice of default or
any other notice to, or making any demand on, Borrower, any other
guarantor of all or any part of the Guaranteed Indebtedness or any
other party.
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2. Guarantor waives any rights Guarantor has under, or
any requirements imposed by, Chapter 34 of the Texas Business and
Commerce Code, as in effect on the date of this Guaranty or as it may
be amended from time to time.
3. Bank may at any time, without the consent of or
notice to Guarantor, without incurring responsibility to Guarantor and
without impairing, releasing, reducing or affecting the obligations of
Guarantor hereunder: (i) change the manner, place or terms of payment
of all or any part of the Guaranteed Indebtedness, or renew, extend,
modify, rearrange or alter all or any part of the Guaranteed
Indebtedness; (ii) sell, exchange, release, surrender, subordinate,
realize upon or otherwise deal with in any manner and in any order any
collateral for all or any part of the Guaranteed Indebtedness or this
Guaranty or setoff against all or any part of the Guaranteed
Indebtedness; (iii) neglect, delay, omit, fail or refuse to take or
prosecute any action for the collection of all or any part of the
Guaranteed Indebtedness or this Guaranty or to take or prosecute any
action in connection with any instrument or agreement evidencing,
governing or securing all or any part of the Guaranteed Indebtedness
or this Guaranty; (iv) exercise or refrain from exercising any rights
against Borrower or others, or otherwise act or refrain from acting;
(v) settle or compromise all or any part of the Guaranteed
Indebtedness and subordinate the payment of all or any part of the
Guaranteed Indebtedness to the payment of any obligations,
indebtedness or liabilities which may be due or become due to Bank or
others; (vi) apply any deposit balance, fund, payment, collections
through process of law or otherwise or other collateral of Borrower to
the satisfaction and liquidation of the indebtedness or obligations of
Borrower to Bank not guaranteed under this Guaranty pursuant to
paragraph 4 herein; and (vii) apply any sums paid to Bank by
Guarantor, Borrower or others to the Guaranteed Indebtedness in such
order and manner as Bank, in their sole discretion, may determine.
4. Notwithstanding any provision in this Guaranty to the
contrary, Guarantor hereby waives and releases (i) any and all rights
of subrogation, reimbursement, indemnification or contribution which
Guarantor may have, after payment in full or in part of the Guaranteed
Indebtedness, against others liable on all or any part of the
Guaranteed Indebtedness, (ii) any and all rights to be subrogated to
the rights of Bank in any collateral or security for all or any part
of the Guaranteed Indebtedness after payment in full or in part of the
Guaranteed Indebtedness, and (iii) any and all other rights and claims
of such Guarantor against Borrower or any third party as a result of
such Guarantor's payment of all or any part of the Guaranteed
Indebtedness.
5. Should Bank seek to enforce the obligations of
Guarantor hereunder by action in any court or otherwise, Guarantor
waives any requirement, substantive or procedural, that (i) Bank first
enforce any rights or remedies against Borrower or any other person or
entity liable to Bank for all or any part of the Guaranteed
Indebtedness, including without limitation that a judgment first be
rendered against Borrower or any other person or entity, or that
Borrower or any other person or entity should be joined in such cause,
or (ii) Bank shall first enforce rights against any collateral which
shall
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ever have been given to secure all or any part of the Guaranteed
Indebtedness or this Guaranty. Such waiver shall be without prejudice
to Bank' right, at its option, to proceed against Borrower or any
other person or entity, whether by separate action or by joinder.
6. In addition to any other waivers, agreements and
covenants of Guarantor set forth herein, Guarantor hereby further
waives and releases all claims, causes of action, defenses and offsets
for any act or omission of Bank, their directors, officers, employees,
representatives or agents in connection with Bank's administration of
the Guaranteed Indebtedness, except for Bank's willful misconduct and
gross negligence.
G. Obligations Not Impaired.
1. Guarantor agrees that Guarantor's obligations
hereunder shall not be released, diminished, impaired, reduced or
affected by the occurrence of any one or more of the following events:
(i) the death, disability or lack of corporate power of Borrower,
Guarantor or any other guarantor of all or any part of the Guaranteed
Indebtedness, (ii) any receivership, insolvency, bankruptcy or other
proceedings affecting Borrower, Guarantor or any other guarantor of
all or any part of the Guaranteed Indebtedness, or any of their
respective property; (iii) the partial or total release or discharge
of Borrower or any other guarantor of all or any part of the
Guaranteed Indebtedness, or any other person or entity from the
performance of any obligation contained in any instrument or agreement
evidencing, governing or securing all or any part of the Guaranteed
Indebtedness, whether occurring by reason of law or otherwise; (iv)
the taking or accepting of any collateral for all or any part of the
Guaranteed Indebtedness or this Guaranty; (v) the taking or accepting
of any other guaranty for all or any part of the Guaranteed
Indebtedness; (vi) any failure by Bank to acquire, perfect or continue
any lien or security interest on collateral securing all or any part
of the Guaranteed Indebtedness or this Guaranty; (vii) the impairment
of any collateral securing all or any part of the Guaranteed
Indebtedness or this Guaranty; (viii) any failure by Bank to sell any
collateral securing all or any part of the Guaranteed Indebtedness or
this Guaranty in a commercially reasonable manner or as otherwise
required by law; (ix) any invalidity or unenforceability of or defect
or deficiency in any instrument or agreement evidencing, governing or
securing all or any part of the Guaranteed Indebtedness or this
Guaranty; or (x) any other circumstances which might otherwise
constitute a defense available to, or discharge of, Borrower or any
other guarantor of all or any part of the Guaranteed Indebtedness.
2. This Guaranty shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of all or
any part of the Guaranteed Indebtedness is rescinded or must otherwise
be returned by Bank upon the insolvency, bankruptcy or reorganization
of Borrower, Guarantor, any other guarantor of all or any part of the
Guaranteed Indebtedness, or otherwise, all as though such payment had
not been made.
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3. In the event Borrower is a corporation, joint stock
association or partnership, or is hereafter incorporated, none of the
following shall affect Guarantor's liability hereunder: (i) the
unenforceability of all or any part of the Guaranteed Indebtedness
against Borrower by reason of the fact that the Guaranteed
Indebtedness exceeds the amount permitted by law; (ii) the act of
creating all or any part of the Guaranteed Indebtedness is ultra
xxxxx; or (iii) the officers or partners creating all or any part of
the Guaranteed Indebtedness acted in excess of their authority.
Guarantor hereby acknowledges that withdrawal from, or termination of,
any ownership interest in Borrower now or hereafter owned or held by
Guarantor shall not alter, affect or in any way limit the obligations
of Guarantor hereunder.
H. Subordination. If Borrower is now or hereafter becomes
indebted to Guarantor (such indebtedness and all interest thereon is referred
to as the "Affiliated Debt"), such Affiliated Debt shall be subordinate in all
respects to Borrower's full payment and performance of the Guaranteed
Indebtedness, and Guarantor shall not be entitled to enforce or receive payment
thereof while any Event of Default exists under the Loan Agreement, until all
of the Guaranteed Indebtedness of Borrower to Bank have been paid. Guarantor
agrees that any liens, mortgages, deeds of trust, security interests, judgment
liens, charges or other encumbrances upon Borrower's assets securing the
payment of the Affiliated Debt shall be and remain subordinate and inferior to
any liens, security interests, judgment liens, charges or other encumbrances
upon Borrower's assets securing the payment of the Guaranteed Indebtedness, and
without the prior written consent of Bank, Guarantor shall not exercise or
enforce any creditor's rights of any nature against borrower to collect the
Affiliated Debt (other than demand payment therefor). In the event of the
receivership, bankruptcy, reorganization, arrangement, debtor's relief or other
insolvency proceedings involving Borrower as a debtor, Bank has the right and
authority, either in its own name or as attorney-in-fact for Guarantor, to file
such proof of debt, claim, petition or other documents and to take such other
steps as are necessary to prove the rights of Bank hereunder and receive
directly from the receiver, trustee or other court custodian, payments,
distributions or other dividends which would otherwise be payable upon the
Affiliated Debt. Guarantor hereby assigns such payments, distributions and
dividends to Bank, and irrevocably appoints Bank as its true and lawful
attorney-in-fact with authority to make and file in the name of Guarantor any
proof of debt, amendment of proof of debt, claim, petition or other document in
such proceedings and to receive payment of any sums becoming distributable on
account of the Affiliated Debt, and to execute such other documents and to give
acquittances therefor and to do and perform all such other facts and things for
and on behalf of Guarantor as may be necessary in the opinion of Bank in order
to have the Affiliated Debt allowed in any such proceeding and to receive
payments, distributions or dividends of or on account of the Affiliated Debt.
I. Actions against Guarantor. In the event of a default in the
payment or performance of all or any part of the Guaranteed Indebtedness when
such Guaranteed Indebtedness becomes due, whether by its terms, by acceleration
or otherwise, Guarantor shall, without notice or demand, promptly pay the
amount due thereon to Bank, in lawful money of the United States, at Bank'
address set forth hereinabove. One or more successive or concurrent
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actions may be brought against Guarantor, either in the same action in which
Borrower is sued or in separate actions, as often as Bank deems advisable. The
exercise by Bank of any right or remedy under this Guaranty or under any other
agreement or instrument, at law, in equity or otherwise, shall not preclude
concurrent or subsequent exercise of any other right or remedy. The books and
records of Bank shall be admissible in evidence in any action or proceeding
involving this Guaranty and shall be prima facie evidence of the payments made
on, and the outstanding balance of, the Guaranteed Indebtedness.
J. Payment by Guarantor. Whenever Guarantor pays any sum which
is or may become due under this Guaranty, written notice must be delivered to
Bank contemporaneously with such payment. Such notice shall be effective for
purposes of this paragraph when contemporaneously with such payment Bank
receives such notice either by: (a) personal delivery to the address and
designated department of Bank identified in subparagraph A(1) above, or (b)
United States mail, certified or registered, return receipt requested, postage
prepaid, addressed to Bank at the address shown in subparagraph A(1) above. In
the absence of such notice to Bank by Guarantor in compliance with the
provisions hereof, any sum received by Bank on account of the Guaranteed
Indebtedness shall be conclusively deemed paid by Borrower.
K. Notice of Sale. In the event that Guarantor is entitled to
receive any notice under the Uniform Commercial Code, as it exists in the state
governing any such notice, of the sale or other disposition of any collateral
securing all or any part of the Guaranteed Indebtedness or this Guaranty,
reasonable notice shall be deemed given when such notice is deposited in the
United States mail, postage prepaid, at the address for Guarantor set forth in
subparagraph A(3) above, five (5) days prior to the date any public sale, or
after which any private sale, of any such collateral is to be held; provided,
however, that notice given in any other reasonable manner or at any other
reasonable time shall be sufficient.
L. Right of Offset. Guarantor hereby grants to Bank a right of
offset at any time or from time to time, without notice to Guarantor or any
other person, any such notice being hereby waived, upon any and all monies,
securities or other property of Guarantor and the proceeds therefrom, now or
hereafter held or received by or in transit to Bank, for the account of
Guarantor, whether for safekeeping, custody, pledge, transmission, collection
or otherwise, and also upon any and all deposits (general or special, time or
demand, provisional or final) and any other indebtedness at any time held or
owing by Bank to or for the credit of the account of Guarantor, and any and all
claims of Guarantor against Bank at any time existing, regardless of whether
such Bank has made any demand hereunder.
M. Waiver of Bank. No delay on the part of Bank in exercising
any right hereunder or failure to exercise the same shall operate as a waiver
of such right. In no event shall any waiver of the provisions of this Guaranty
be effective unless the same be in writing and signed by an officer of each
Bank, and then only in the specific instance and for the purpose given.
N. Successors and Assigns. This Guaranty is for the benefit of
Bank, their successors and assigns. This Guaranty is binding upon Guarantor's
heirs, executors,
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administrators, personal representatives and successors, including without
limitation any person or entity obligated by operation of law upon the
reorganization, merger, consolidation or other change in the organizational
structure of Guarantor.
O. Costs and Expenses. Guarantor shall pay on demand by Bank all
costs and expenses (including without limitation all reasonable attorneys'
fees) incurred by Bank in connection with the preparation, administration,
enforcement and/or collection of this Guaranty. This covenant shall survive
the payment of the Guaranteed Indebtedness.
P. Severability. If any provision of this Guaranty is held by a
court of competent jurisdiction to be illegal, invalid or enforceable under
present or future laws, such provision shall be fully severable, shall not
impair or invalidate the remainder of this Guaranty and the effect thereof
shall be confined to the provision held to be illegal, invalid or
unenforceable.
Q. No Obligation. Nothing contained herein shall be construed as
an obligation on the part of Bank to extend or continue to extend credit to
Borrower.
R. Amendment. No modification or amendment of any provision of
this Guaranty, nor consent to any departure by Guarantor therefrom, shall be
effective unless the same shall be in writing and signed by an officer of Bank,
and then shall be effective only in the specific instance and for the purpose
for which given.
S. Cumulative Rights. All rights and remedies of Bank hereunder
are cumulative of each other and of every other right or remedy which Bank may
otherwise have at law or in equity or under any instrument or agreement, and
the exercise of one or more of such rights or remedies shall not prejudice or
impair the concurrent or subsequent exercise of any other rights or remedies.
T. Governing Law. THIS GUARANTY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND APPLICABLE
FEDERAL LAWS.
U. Venue. This Guaranty has been entered into in the county in
Texas where Bank's address for notice purposes is located, and it shall be
performable for all purposes in such county. Courts within the State of Texas
shall have jurisdiction over any and all disputes arising under or pertaining
to this Guaranty and venue for any such disputes shall be in the county or
judicial district where the Bank's address for notice purposes is located.
V. Compliance with Applicable Usury Laws. Notwithstanding any
other provision of this Guaranty or of any instrument or agreement evidencing,
governing or securing all or any part of the Guaranteed Indebtedness, Guarantor
and Bank by its acceptance hereof agree that Guarantor shall never be required
or obligated to pay interest in excess of the maximum nonusurious interest rate
as may be authorized by applicable law for the written contracts which
constitute the Guaranteed Indebtedness. It is the intention of Guarantor and
Bank to conform
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strictly to the applicable laws which limit interest rates, and any of the
aforesaid contracts for interest, if and to the extent payable by Guarantor,
shall be held to be subject to reduction to the maximum nonusurious interest
rate allowed under said law.
W. Descriptive Headings. The captions in this Guaranty are for
convenience only and shall not define or limit the provisions hereof.
X. Gender. Within this Guaranty, words of any gender shall be
held and construed to include the other gender.
Y. Entire Agreement. THIS GUARANTY REPRESENTS THE FINAL
AGREEMENT BETWEEN GUARANTOR AND BANK REGARDING THE SUBJECT MATTER HEREOF AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES; PROVIDED, HOWEVER, THIS GUARANTY IS IN ADDITION
TO AND DOES NOT REPLACE, CANCEL, MODIFY OR AFFECT ANY OTHER GUARANTY OF
GUARANTOR NOW OR HEREAFTER HELD BY BANK THAT RELATES TO BORROWER OR ANY OTHER
PERSON OR ENTITY. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
EXECUTED as of the date first above written.
GUARANTOR:
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Xxxxxxx Exploration Company
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
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Title: Chief Financial Officer
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GUARANTOR:
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Xxxxxxx, Inc.
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
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Title: Chief Financial Officer
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