Parent Guarantee Sample Contracts

Share Cite Term
Link

Embed (HTML)
Rexnord Corporation Parent Guarantee (December 7th, 2017)
medbox – Parent Guarantee (October 21st, 2016)

Parent Guarantee, dated as of June 30, 2016 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Secured Parties") to that certain Securities Purchase Agreement (the "Purchase Agreement"), dated as of the date hereof, among EWSD I, LLC, a Delaware limited liability company and Pueblo Agriculture Supply and Equipment, LLC, a Delaware limited liability company (collectively the "Company") and the Secured Parties.

Navistar International Corp. – Fourth Amended and Restated Parent Guarantee (June 2nd, 2016)

FOURTH AMENDED AND RESTATED GUARANTEE (the Guarantee), dated as of May 27, 2016, made by NAVISTAR INTERNATIONAL CORPORATION, a Delaware corporation (the Guarantor), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the Administrative Agent) for the lenders (the Lenders) parties to the Third Amended and Restated Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among Navistar Financial Corporation (the US Borrower) and Navistar Financial, S.A. de C.V., Sociedad Financiera de Objeto Multiple, Entidad Regulada (the Mexican Borrower; together with the US Borrower, the Borrowers), the Lenders, Bank of America, N.A., as syndication agent, and the Administrative Agent.

Kingsoft Internet Software Holdings Ltd – Parent Guarantee (April 21st, 2015)

Guarantee dated as of March 15, 2015, issued by Cheetah Mobile Inc., a Cayman Islands exempted company with its principal executive offices at 12/F, Fosun International Center Tower, No. 237 Chaoyang North Road, Chaoyang District, Beijing 100022, Peoples Republic of China (Cheetah or the Guarantor).

Gastar Exploration – Parent Guarantee (December 24th, 2013)

This Parent Guarantee, dated as of December 23, 2013, (this Parent Guarantee) is made and entered into by Gastar Exploration, Inc., a Delaware corporation (Parent), in favor, and for the equal and ratable benefit, of the Holders (as defined in the Indenture defined below) of the 8 5/8% Senior Secured Notes due 2018 (the Notes) issued by Gastar Exploration USA, Inc., a Delaware corporation (the Company) pursuant to that certain Indenture dated as of May 15, 2013 among the Company, the Subsidiary Guarantors (as defined in such Indenture) and Wells Fargo Bank, National Association, and any and all successors thereto, as trustee and as collateral agent (the Indenture). Each capitalized term used but not otherwise defined herein shall have the same meaning as such term set forth in the Indenture

Parent Guarantee (June 21st, 2012)

THIS GUARANTEE AGREEMENT (this Agreement), is made as of June 21, 2012, by and between Harvest Natural Resources, Inc., a Delaware corporation (Guarantor), and PT Pertamina (Persero), a state-owned limited liability company duly organized and existing under and by virtue of the Laws of the Republic of Indonesia (Buyer). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Purchase Agreement (as defined below). Guarantor and Buyer are each referred to herein as a Party and collectively as the Parties.

Parent Guarantee (March 15th, 2012)

the Indenture Trustee and each Rating Agency in respect of all outstanding Series of Notes have been provided not less than 10 Business Days prior written notice of the proposed transaction (or such shorter period as may be agreed upon by the Indenture Trustee and each Rating Agency).

Parent Guarantee (December 23rd, 2011)

THIS PARENT GUARANTEE, dated as of December 15, 2011 (the Parent Guarantee) and granted by Luxottica Group S.p.A. (the Parent) to each of the purchasers set forth on Schedule A to the Note Purchase Agreement (as defined below), as purchasers (herein, each, including its respective successors and assigns duly registered in accordance with Section 14.1 of the Note Purchase Agreement referred to below, a Noteholder and, together, the Noteholders) of the U.S.$350,000,000 aggregate principal amount of 4.35% Series I Senior Guaranteed Notes due 2021 (the Notes) of Luxottica U.S. Holdings Corp., a corporation incorporated in Delaware (the Company), issued pursuant to the Note Purchase Agreement, dated December 15, 2011 (herein, as the same may be supplemented or amended from time to time, called the Note Purchase Agreement) between the Company, the Parent and the Noteholders. Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned thereto in the Note Pu

Navistar International Corp. – Third Amended and Restated Parent Guarantee (December 7th, 2011)

THIRD AMENDED AND RESTATED GUARANTEE (the Guarantee), dated as of December 2, 2011, made by NAVISTAR INTERNATIONAL CORPORATION, a Delaware corporation (the Guarantor), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the Administrative Agent) for the lenders (the Lenders) parties to the Second Amended and Restated Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among Navistar Financial Corporation (the US Borrower) and Navistar Financial, S.A. de C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada (the Mexican Borrower; together with the US Borrower, the Borrowers), the Lenders, Bank of America, N.A., as syndication agent, Citibank, N.A., as documentation agent, and the Administrative Agent.

Parent Guarantee (April 27th, 2011)
Inspire Pharmaceuticals, Inc. – Parent Guarantee (December 22nd, 2010)

Groupe Novasep SAS hereby absolutely and irrevocably guarantees to Inspire the prompt and full performance, as and when the same become due or performable, of all obligations, duties and liabilities of Finorga S.A.S. under the terms of the API Commercial Supply Agreement (Denufosol) between Inspire Pharmaceuticals, Inc. and Finorga S.A.S. dated as of December 14, 2010.

seagate – SUPPLEMENTAL INDENTURE Dated as of July 3, 2010 Supplementing the Indenture Dated as of May 13, 2010 (July 6th, 2010)

The SUPPLEMENTAL INDENTURE, dated as of July 3, 2010 (this Supplemental Indenture), by and among SEAGATE HDD CAYMAN, an exempted limited liability company organized under the laws of the Cayman Islands, as issuer (the Company), SEAGATE TECHNOLOGY, an exempted limited liability company organized under the laws of the Cayman Islands, as original guarantor (Old Parent), SEAGATE TECHNOLOGY PLC, a public limited company incorporated under the laws of Ireland, as successor guarantor, (New Parent) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (the Trustee).

seagate – SUPPLEMENTAL INDENTURE Dated as of July 3, 2010 Supplementing the Indenture Dated as of May 13, 2010 (July 6th, 2010)

The SUPPLEMENTAL INDENTURE, dated as of July 3, 2010 (this Supplemental Indenture), by and among SEAGATE HDD CAYMAN, an exempted limited liability company organized under the laws of the Cayman Islands, as issuer (the Company), SEAGATE TECHNOLOGY, an exempted limited liability company organized under the laws of the Cayman Islands, as original guarantor (Old Parent), SEAGATE TECHNOLOGY PLC, a public limited company incorporated under the laws of Ireland, as successor guarantor, (New Parent) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (the Trustee).

Crown Holdings – First Amendment to Second Amended and Restated Ceh Pledge Agreement (June 21st, 2010)

FIRST AMENDMENT TO SECOND AND AMENDED AND RESTATED CEH PLEDGE AGREEMENT (this Agreement) dated as of June 15, 2010, among CROWN EUROPEAN HOLDINGS SA, a societe anonyme organized under the laws of France (Pledgor), and DEUTSCHE BANK AG NEW YORK BRANCH, as Euro Collateral Agent (in such capacity, and together with any successors in such capacity, the Euro Collateral Agent) for the Secured Parties.

Parent Guarantee (March 16th, 2010)

THIS GUARANTEE (this Guarantee) is made and entered into this 14th day of March, 2010, by and among CONSOL Energy Inc., a corporation organized under the Laws of the State of Delaware (the Guarantor), and Dominion Resources, Inc., a corporation organized under the Laws of the Commonwealth of Virginia, Dominion Transmission, Inc., a corporation organized under the Laws of the State of Delaware, and Dominion Energy, Inc., a corporation organized under the Laws of the Commonwealth of Virginia (collectively, the Sellers). Guarantor, on the one hand, and Sellers, on the other hand, are each referred to herein as a Party and collectively as the Parties. Capitalized terms used but not defined in this Guarantee shall have the meanings ascribed to them in the PSA (as defined below).

Parent Guarantee (March 10th, 2010)

THEREFORE, in consideration of the Lenders and the LC Lender making certain credit facilities available to the Borrowers and at the request of the Borrowers that the Guarantor provide this Guarantee, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Guarantor agrees as follows:

Parent Guarantee (February 18th, 2010)
Parent Guarantee (February 18th, 2010)
Parent Guarantee (February 11th, 2010)

THIS PARENT GUARANTEE, dated as of January 29, 2010 (the Parent Guarantee) and granted by Luxottica Group S.p.A. (the Parent) to each of the purchasers set forth on Schedule A to the Note Purchase Agreement (as defined below), as purchasers (herein, each, including its respective successors and assigns duly registered in accordance with Section 14.1 of the Note Purchase Agreement referred to below, a Noteholder and, together, the Noteholders) of the U.S.$50,000,000 aggregate principal amount of 5.19% Series D Senior Guaranteed Notes due 2017 (the Series D Notes), U.S.$50,000,000 aggregate principal amount of 5.75% Series E Senior Guaranteed Notes due 2020 (the Series E Notes) and U.S.$75,000,000 aggregate principal amount of 5.39% Series F Senior Guaranteed Notes due 2019 (the Series F Notes and, together with the Series D Notes and the Series E Notes, the Notes) of Luxottica U.S. Holdings Corp., a corporation incorporated in Delaware (the Company), issued pursuant to the Note Purchase

Navistar Financial Corp – Second Amended and Restated Parent Guarantee (December 18th, 2009)

SECOND AMENDED AND RESTATED GUARANTEE (the Guarantee), dated as of December 16, 2009, made by NAVISTAR INTERNATIONAL CORPORATION, a Delaware corporation (the Guarantor), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the Administrative Agent) for the lenders (the Lenders) parties to the Amended and Restated Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among Navistar Financial Corporation (the US Borrower) and Navistar Financial, S.A. de C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada (the Mexican Borrower; together with the US Borrower, the Borrowers), the Lenders, Bank of America, N.A., as syndication agent, The Bank of Nova Scotia, as documentation agent, and the Administrative Agent.

PARENT GUARANTEE AGREEMENT Between ORLEANS HOMEBUILDERS, INC as Parent Guarantor, and THE BANK OF NEW YORK MELLON, as Guarantee Trustee Dated as of August 3, 2009 OHI FINANCING, INC. (August 7th, 2009)

This PARENT GUARANTEE AGREEMENT, dated as of August 3, 2009, executed and delivered by Orleans Homebuilders, Inc., a Delaware corporation (the Parent Guarantor) having its principal office at 3333 Street Road, Suite 101, Bensalem, PA 19020, and The Bank of New York Mellon, a New York banking corporation, as trustee (in such capacity, the Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Notes (as defined herein) of OHI Financing, Inc., a Delaware corporation (the Company).

PARENT GUARANTEE AGREEMENT Between NOVASTAR FINANCIAL, INC., as Parent Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of February 18, 2009 NOVASTAR MORTGAGE, INC. (February 24th, 2009)

This PARENT GUARANTEE AGREEMENT, dated as of February 18, 2009, executed and delivered by NOVASTAR FINANCIAL, INC., a Maryland corporation (the Parent Guarantor) having its principal office at 2114 Central Street, Suite 600, Kansas City, Missouri 64108, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the Guarantee Trustee), for the benefit of the Trust (as defined herein), the Holders (as defined herein) and the Note Holders (as defined herein) from time to time of the Notes (as defined herein) of NovaStar Mortgage, Inc., a Virginia corporation (the Company).

PARENT GUARANTEE AGREEMENT Between NOVASTAR FINANCIAL, INC., as Parent Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of February 18, 2009 NOVASTAR MORTGAGE, INC. (February 24th, 2009)

This PARENT GUARANTEE AGREEMENT, dated as of February 18, 2009, executed and delivered by NOVASTAR FINANCIAL, INC., a Maryland corporation (the Parent Guarantor) having its principal office at 2114 Central Street, Suite 600, Kansas City, Missouri 64108, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the Guarantee Trustee), for the benefit of the Trust (as defined herein), the Holders (as defined herein) and the Note Holders (as defined herein) from time to time of the Notes (as defined herein) of NovaStar Mortgage, Inc., a Virginia corporation (the Company).

Loral Space And Communications – PARENT GUARANTEE AGREEMENT Made by LORAL SPACE & COMMUNICATIONS INC. In Favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of October 22, 2008 (October 22nd, 2008)

PARENT GUARANTEE AGREEMENT, dated as of October 22, 2008, made by LORAL SPACE & COMMUNICATIONS INC. (the Guarantor), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the Administrative Agent) for the banks and other financial institutions or entities (the Lenders) from time to time parties to the Credit Agreement, dated as of October 16, 2008 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among SPACE SYSTEMS/LORAL, INC. (the Borrower), the Lenders and the Administrative Agent.

Parent Guarantee (September 25th, 2008)

PARENT GUARANTEE, dated as of September 19, 2008 (this Guarantee), made by each signatory hereto (each a Guarantor, collectively, the Guarantors), in favor of WILMINGTON TRUST COMPANY, as agent (together with its successors and assigns, in such capacity the Agent) for the Secured Parties as described and defined below.

Parent Guarantee (September 25th, 2008)

PARENT GUARANTEE, dated as of September 19, 2008 (this Guarantee), made by each signatory hereto (each a Guarantor, collectively, the Guarantors), in favor of WILMINGTON TRUST COMPANY, as agent (together with its successors and assigns, in such capacity the Agent) for the Secured Parties as described and defined below.

EnergySouth, Inc. – Amended and Restated Parent Guarantee (December 4th, 2007)

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).

EnergySouth, Inc. – Parent Guarantee (August 21st, 2007)

THIS PARENT GUARANTEE (this Guarantee) made and delivered as of August 14, 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).

Xfone, Inc. – Parent Guarantee (May 31st, 2007)

This Parent Guarantee, dated as of May 31, 2007, is made by Xfone, Inc. ("Guarantor"), a company incorporated under the laws of Nevada, in favor of Embarq Logistics, Inc. ("Embarq").

Castlepoint Holdings Ltd. – PARENT GUARANTEE AGREEMENT by and Between CASTLEPOINT HOLDINGS, LTD. And WILMINGTON TRUST COMPANY Dated as of December 1, 2006 (January 11th, 2007)

This PARENT GUARANTEE AGREEMENT (this Guarantee), dated as of December 1, 2006, is executed and delivered by CastlePoint Holdings, Ltd., a [PARENT STATE] corporation (the Guarantor), and Wilmington Trust Company, a banking corporation, organized under the laws of the State of Delaware, (the Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Debentures (as defined herein) of CastlePoint Management Corp., a Delaware corporation and a wholly owned subsidiary of the Guarantor (the Company), and the Capital Securities (as defined herein) of CastlePoint Management Statutory Trust I, a Delaware statutory trust (the Issuer).

Castlepoint Holdings Ltd. – PARENT GUARANTEE AGREEMENT by and Between CASTLEPOINT HOLDINGS, LTD. And WILMINGTON TRUST COMPANY Dated as of December 14, 2006 (January 11th, 2007)

This PARENT GUARANTEE AGREEMENT (this Guarantee), dated as of December 14, 2006, is executed and delivered by CastlePoint Holdings, Ltd., a Bermuda corporation (the Guarantor), and Wilmington Trust Company, a banking corporation, organized under the laws of the State of Delaware, (the Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Debentures (as defined herein) of CastlePoint Management Corp., a Delaware corporation and a wholly owned subsidiary of the Guarantor (the Company), and the Capital Securities (as defined herein) of CastlePoint Management Statutory Trust II, a Delaware statutory trust (the Issuer).

Parent Guarantee (December 20th, 2006)

AND TO: MONTREAL TRUST COMPANY OF CANADA, IN ITS CAPACITY AS TRUSTEE OF BAY STREET FUNDING TRUST (the "Bay Street Limited Partner", and collectively with the STARS Limited Partner, the "Limited Partners")

DATED 8 JUNE 2006 Asbestos Injuries Compensation Fund Limited in Its Capacity as Trustee for the Asbestos Injuries Compensation Fund as the Beneficiary and the State of New South Wales Government and James Hardie Industries N.V. As the Guarantor PARENT GUARANTEE CONFORMED COPY (September 29th, 2006)
PARENT GUARANTEE AGREEMENT Between DEERFIELD TRIARC CAPITAL CORP. As Parent Guarantor, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of August 2, 2006 DEERFIELD TRIARC CAPITAL LLC (August 7th, 2006)

This PARENT GUARANTEE AGREEMENT, dated as of August 2, 2006, executed and delivered by Deerfield Triarc Capital Corp. (the Parent Guarantor) having its principal office at 6250 N. River Road, 9th Floor, Rosemont, Illinois 60018, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the Guarantee Trustee), for the benefit of the Trust (as defined herein), the Holders (as defined herein) and the Note Holders (as defined herein) from time to time of the Notes (as defined herein) of Deerfield Triarc Capital LLC, a Delaware limited liability company (the Company).

Enpro Industries – Amended and Restated Parent Guarantee (May 4th, 2006)

THIS AMENDED AND RESTATED PARENT GUARANTEE (as at any time amended, restated, modified or supplemented, this Guarantee), is made and entered into as of April 26, 2006, by ENPRO INDUSTRIES, INC., a North Carolina corporation (the Guarantor), in favor of BANK OF AMERICA, N.A., a national banking association, in its capacity as collateral and administrative agent (together with its successors in such capacity, the Agent) for the Secured Parties (as such term is defined in the Loan Agreement (defined below)).