Parent Guarantee Agreement Sample Contracts

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Drew Industries Inc. – Second Amended and Restated Parent Guarantee Agreement (May 3rd, 2016)

Reference is hereby made to (i) that certain Fourth Amended and Restated Note Purchase and Private Shelf Agreement of even date herewith (as the same from time to time may be amended, restated, supplemented or otherwise modified, the "Note Agreement"), by and among the Issuer and the Parent, on the one hand, and Prudential and each of the holders from time to time of the Notes, on the other hand, pursuant to which, among other things, (A) the Issuer issued and sold to the Series A Purchasers its 3.35% Series A Senior Notes due March 20, 2020, in the aggregate original principal amount of $50,000,000 (as amended, restated, amended and restated, supplemented or otherwise modified and as in effect from time to time and including any such notes issued in substitution or exchange therefor, collectively, the "Series A Notes") and (B) subject to the terms and conditions set forth therein, certain affiliates of Prudential are willing to consider, in their sole discretion and within limits whic

Drew Industries Inc. – Amended and Restated Parent Guarantee Agreement (February 27th, 2014)

Reference is hereby made to (i) that certain Third Amended and Restated Note Purchase and Private Shelf Agreement of even date herewith (as the same from time to time may be amended, restated, supplemented or otherwise modified, the "Note Agreement"), by and among the Issuer and the Parent, on the one hand, and Prudential and each of the holders from time to time of the Notes, on the other hand, pursuant to which, subject to the terms and conditions set forth therein, certain affiliates of Prudential are willing to consider, in their sole discretion and within limits which may be authorized for purchase by them from time to time, the purchase of senior secured promissory notes issued by the Issuer in an aggregate principal amount of up to $150,000,000 (the "Notes"), and (ii) that certain Parent Guarantee Agreement dated as of February 11, 2005 (as the same has been amended to date, the "Existing Parent Guarantee"), which instrument the parties agree is being amended and restated hereby

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).

Drew Industries Inc. – Confirmation, Reaffirmation and Amendment of Parent Guarantee Agreement (December 2nd, 2008)

Reference is made to (i) that certain Note Purchase and Private Shelf Agreement, dated as of February 11, 2005 (the "Original Note Purchase Agreement"), by and between Kinro, Inc., an Ohio corporation ("Kinro"), Lippert Components, Inc., a Delaware corporation ("Lippert Components", and together with Kinro, collectively, the "Co-Issuers"), Drew Industries Incorporated, a Delaware corporation (the "Parent"), Prudential Investment Management, Inc. ("Prudential") and each of the holders of the 2005 Notes (as defined below) (Prudential and the holders of the 2005 Notes, collectively, the "Noteholders") pursuant to which the Co-Issuers authorized the issue of their senior promissory notes in the aggregate principal amount of up to $60,000,000 and (ii) that certain Amended and Restated Note Purchase and Private Shelf Agreement, dated as of June 13, 2006 (the "Existing

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 AGREEMENT Between INTERNATIONAL BUSINESS MACHINES CORPORATION and [SELLER] Dated as of May 25, 2007 (July 31st, 2007)

This PARENT GUARANTEE AGREEMENT (this Agreement), dated as of May 25, 2007, is entered into between International Business Machines Corporation, a New York corporation, (Guarantor) and [SELLER] (Seller) and contains a guarantee made by Guarantor in favor of Seller.

Geovera Insurance Holdings, Ltd. – PARENT GUARANTEE AGREEMENT Between HFF&L (BERMUDA) HOLDINGS, LTD. As Parent Guarantor, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of November 1, 2005 HFF&L (U.S.) HOLDINGS, INC. (May 16th, 2007)

This PARENT GUARANTEE AGREEMENT, dated as of November 1, 2005, executed and delivered by HFF&L (Bermuda) Holdings, Ltd., a Bermuda exempted limited liability company (the Parent Guarantor), having its principal office at Canons Court, 22 Victoria Street, Hamilton HM 12 Bermuda, 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 HFF&L (U.S.) Holdings, Inc., a Delaware corporation (the Company).

PARENT GUARANTEE AGREEMENT Between IMS HEALTH INCORPORATED and GOLDMAN, SACHS & CO. (February 28th, 2007)

This PARENT GUARANTEE AGREEMENT (this Agreement), dated as of January 19, 2007, is entered into between IMS Health Incorporated, a Delaware corporation (Guarantor) and Goldman, Sachs & Co. (GS&Co.) and contains a guarantee made by Guarantor in favor of GS&Co.

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 AGREEMENT Between DEERFIELD TRIARC CAPITAL CORP. As Parent Guarantor, and THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of October 27, 2006 DEERFIELD TRIARC CAPITAL LLC (November 1st, 2006)

This PARENT GUARANTEE AGREEMENT, dated as of October 27, 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 THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, a limited purpose national banking association with trust powers, 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).

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).

El Paso Corp. – Article 2 Guarantee (August 2nd, 2006)

This AMENDED AND RESTATED PARENT GUARANTEE AGREEMENT (this "Agreement"), dated as of July 31, 2006, made by El Paso Corporation, a Delaware corporation (the "Guarantor"), in favor of JPMorgan Chase Bank, N.A. ("JPMCB"), as Collateral Agent (in such capacity, the "Collateral Agent") for the ratable benefit of (i) the banks and other financial institutions or entities (the "Lenders") from time to time parties to the Amended and Restated Credit Agreement, dated as of July 31, 2006 (as may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Guarantor, certain of its Subsidiaries as Pipeline Company Borrowers (the "Pipeline Company Borrowers"), the Lenders and JPMCB, as administrative agent and collateral agent thereunder, and (ii) the other Secured Parties (as defined in the Security Agreement identi

MortgageIT Holdings, Inc. – Parent Guarantee Agreement (May 9th, 2006)
PARENT GUARANTEE AGREEMENT Between NOVASTAR FINANCIAL, INC., as Parent Guarantor, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of April 18, 2006 NOVASTAR MORTGAGE, INC. (April 24th, 2006)

This PARENT GUARANTEE AGREEMENT, dated as of April 18, 2006, executed and delivered by NOVASTAR FINANCIAL INC., a Maryland corporation (the Parent Guarantor) having its principal office at 8140 Ward Parkway, Suite 300, Kansas City, Missouri 64114, 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 NovaStar Mortgage, Inc., a Virginia corporation (the Company).

American Safety Insurance Holdings, Ltd. – PARENT GUARANTEE AGREEMENT by and Between AMERICAN SAFETY INSURANCE HOLDINGS, LTD. And WILMINGTON TRUST COMPANY Dated as of November 17, 2005 PARENT GUARANTEE AGREEMENT (November 22nd, 2005)

This PARENT GUARANTEE AGREEMENT (this "Guarantee"), dated as of November 17, 2005, is executed and delivered by American Safety Insurance 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 American Safety Holdings Corp., a Georgia corporation and a wholly owned subsidiary of the Guarantor (the "Company"), and the Capital Securities (as defined herein) of American Safety Capital Trust III, a Delaware statutory trust (the "Issuer").

PARENT GUARANTEE AGREEMENT Between DEERFIELD TRIARC CAPITAL CORP. As Parent Guarantor, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of September 29, 2005 DEERFIELD TRIARC CAPITAL LLC (October 4th, 2005)

This PARENT GUARANTEE AGREEMENT, dated as of September 29, 2005, executed and delivered by Deerfield Triarc Capital Corp. (the Parent Guarantor) having its principal office at 8700 West Bryn Mawr, 12th Floor, Chicago, Illinois 60631, 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).

New York Mortgage Trust – Contract (September 6th, 2005)

Exhibit 10.1 ================================================================================ PARENT GUARANTEE AGREEMENT between THE NEW YORK MORTGAGE TRUST, INC. as Parent Guarantor, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of September 1, 2005 THE NEW YORK MORTGAGE COMPANY, LLC ================================================================================ This PARENT GUARANTEE AGREEMENT, dated as of September 1, 2005, executed and delivered by New York Mortgage Trust, Inc. (the "Parent Guarantor") having its principal office at 1301 Avenue of the Americas New York, New York 10019, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (in such cap

PARENT GUARANTEE AGREEMENT Between NOVASTAR FINANCIAL, INC., as Parent Guarantor, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of March 15, 2005 NOVASTAR MORTGAGE, INC. (May 5th, 2005)

This PARENT GUARANTEE AGREEMENT, dated as of March 15 2005, executed and delivered by NOVASTAR FINANCIAL, INC., a Maryland corporation (the Parent Guarantor) having its principal office at 8140 Ward Parkway, Suite 300, Kansas City, Missouri 64114, 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 NOVASTAR MORTGAGE, INC., a Virginia corporation (the Company).

Drew Industries Inc. – Parent Guarantee Agreement (February 16th, 2005)

Reference is hereby made to that certain Note Purchase and Private Shelf Agreement, dated as of February 11, 2005 (as the same from time to time may be amended, restated, supplemented or otherwise modified, the Note Agreement), by and among the Co-Issuers and the Parent, on the one hand, and Prudential and each of the holders from time to time of the Notes, on the other hand, pursuant to which, subject to the terms and conditions set forth therein, certain affiliates of Prudential are willing to consider, in their sole discretion and within limits which may be authorized for purchase by them from time to time, the purchase of senior secured promissory notes issued by the Co-Issuers in an aggregate principal amount of up to $60,000,000 (the Notes). Terms used herein as defined terms and not otherwise defined herein shall have the meanings given thereto in the Note Agreement.

El Paso Corp. – Amended and Restated Parent Guarantee Agreement (November 29th, 2004)

This AMENDED AND RESTATED PARENT GUARANTEE AGREEMENT (this Agreement), dated as of November 23, 2004, made by El Paso Corporation, a Delaware corporation (the Guarantor), in favor of JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank) (JPMCB), as Collateral Agent (in such capacity, the Collateral Agent) for the ratable benefit of (i) the banks and other financial institutions or entities (the Lenders) from time to time parties to the Amended and Restated Credit Agreement, dated as of November 23, 2004 (as may be amended, supplemented or otherwise modified from time to time, the Credit Agreement), among the Guarantor, certain of its Subsidiaries as Pipeline Company Borrowers (the Pipeline Company Borrowers), the Lenders and JPMCB, as administrative agent and collateral agent thereunder, and (ii) the other Secured Parties (as defined in the Security Agreement identified below).