Parent Guarantee Agreement Sample Contracts

EXHIBIT 10.1 PARENT GUARANTEE AGREEMENT
Parent Guarantee Agreement • December 19th, 2005 • Capital Lease Funding Inc • Real estate investment trusts • New York
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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 March 15, 2005 THE NEW YORK MORTGAGE COMPANY, LLC
Parent Guarantee Agreement • August 9th, 2012 • New York Mortgage Trust Inc • Real estate investment trusts • New York

This Parent Guarantee Agreement, dated as of March 15, 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 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 The New York Mortgage Company, LLC, a New York limited liability company (the “Company”).

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BETWEEN
Parent Guarantee Agreement • November 14th, 2006 • CRM Holdings, Ltd. • Services-management services • New York
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PARENT GUARANTEE AGREEMENT by and between CASTLEPOINT HOLDINGS, LTD. and WILMINGTON TRUST COMPANY Dated as of December 1, 2006
Parent Guarantee Agreement • January 11th, 2007 • CastlePoint Holdings, Ltd. • Fire, marine & casualty insurance • New York

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”).

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AMENDED AND RESTATED PARENT GUARANTEE AGREEMENT made by EL PASO CORPORATION in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent for the benefit of the Secured Parties referred to herein Dated as of July 31, 2006
Parent Guarantee Agreement • August 2nd, 2006 • El Paso Corp/De • Natural gas transmission • New York

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 identified below).

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SECOND AMENDED AND RESTATED PARENT GUARANTEE AGREEMENT
Parent Guarantee Agreement • May 3rd, 2016 • DREW INDUSTRIES Inc • Motor vehicle parts & accessories • New York

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

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PARENT GUARANTEE AGREEMENT
Parent Guarantee Agreement • November 9th, 2020 • Kosmos Energy Ltd. • Crude petroleum & natural gas • New York

This PARENT GUARANTEE AGREEMENT (this “Agreement”) dated as of September 30, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) made by KOSMOS ENERGY LTD., a Delaware corporation (the “Guarantor”) in favor of CLMG CORP., a Texas corporation, as administrative agent and term loan collateral agent (together with its successors in such capacities, the “Term Loan Agent”) for the benefit of (a) the Lenders from time to time parties to the Credit Agreement referred to below and (b) the other Secured Parties (as hereinafter defined). Capitalized terms used and not defined herein have the meanings given such terms in the Credit Agreement.

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1 EXHIBIT 10.13 PARENT GUARANTEE AGREEMENT dated as of April 30, 1997, between NFC CASTINGS, INC., a Delaware corporation (the "Guarantor") and THE CHASE MANHATTAN BANK, a New York banking corporation ("Chase"), as collateral agent (the "Collateral...
Parent Guarantee Agreement • July 28th, 1997 • Neenah Foundry Co • New York
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CONFIRMATION, REAFFIRMATION AND AMENDMENT OF PARENT GUARANTEE AGREEMENT
Parent Guarantee Agreement • December 2nd, 2008 • Drew Industries Inc • Motor vehicle parts & accessories

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 Note Purchase Agreement”), by and between the Co-Issuers, the Parent, the Noteholders and each of the holders of the 2006 Not

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PARENT GUARANTEE AGREEMENT
Parent Guarantee Agreement • November 9th, 2018 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • New York

PARENT GUARANTEE AGREEMENT, dated as of July 9, 2018, made by each of the signatories hereto, in favor of Citibank, N.A., as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”) for the benefit of the Secured Parties (as defined in the Asset-Based Term Loan Credit Agreement, dated as of July 9, 2018 (as amended, restated, waived, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Revlon Holdings B.V. and Revlon Finance LLC, as borrowers (the “Borrowers”), the Affiliates of the Borrowers from time to time parties thereto, the banks and other financial institutions or entities (the “Lenders”) from time to time parties thereto and Citibank, N.A., as administrative agent and collateral agent).

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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.
Parent Guarantee Agreement • May 16th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York

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 Canon’s 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”).

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PARENT GUARANTEE AGREEMENT between INTERNATIONAL BUSINESS MACHINES CORPORATION and [SELLER] Dated as of May 25, 2007
Parent Guarantee Agreement • July 31st, 2007 • International Business Machines Corp • Computer & office equipment • New York

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.

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PARENT GUARANTEE AGREEMENT
Parent Guarantee Agreement • August 29th, 2022

This PARENT GUARANTEE AGREEMENT (this “Guarantee Agreement”), entered into as of 5th day of August, 2020, by and between ModernaTx, Inc., a Delaware corporation with file number 4676789 and address at 200 Technology Square, Cambridge, MA 02139, USA (“Parent Guarantor”), in favor of Swiss Confederation, represented by Federal Office of Public Health, Schwarzenburgstrasse 157, 3003 Bern, Switzerland and The Swiss Armed Forces Pharmacy, Worblentalstrasse 36, 3063 Ittigen, Switzerland (collectively, “Purchaser” and together with Parent Guarantor, the “Parties” and each a “Party”).

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Contract
Parent Guarantee Agreement • August 5th, 2022

New Section 1.84 is hereby inserted immediately following Section 1.83 of the Agreement, as amended pursuant to this Second Amendment:

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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.
Parent Guarantee Agreement • August 7th, 2009 • Orleans Homebuilders Inc • Operative builders • New York
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PARENT GUARANTEE AGREEMENT between IMS HEALTH INCORPORATED and GOLDMAN, SACHS & CO.
Parent Guarantee Agreement • February 28th, 2007 • Ims Health Inc • Services-computer processing & data preparation • New York

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.

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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
Parent Guarantee Agreement • October 22nd, 2008 • Loral Space & Communications Inc. • Radio & tv broadcasting & communications equipment • New York

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.

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PARENT GUARANTEE AGREEMENT by 3M COMPANY in favor of
Parent Guarantee Agreement • February 27th, 2024 • 3m Co • Surgical & medical instruments & apparatus • New York

PARENT GUARANTEE AGREEMENT, dated as of February 27, 2024 (as amended from time to time, this “Guarantee”), made by 3M Company, a Delaware corporation and the parent of the Company (as defined below) (the “Guarantor”), in favor of (a) the Holders (as defined in the Indenture (as defined below) on the date hereof) of the 5.450% Senior Notes due 2027 (the “2027 Notes)”, 5.400% Senior Notes due 2029 (the “2029 Notes)”, the 5.450% Senior Notes due 2031 (the “2031 Notes”), the 5.600% Senior Notes due 2034 (the “2034 Notes”), the 5.900% Senior Notes due 2054 (the “2054 Notes”), the 6.000% Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2029 Notes, the 2031 Notes, the 2034 Notes and the 2054 Notes, the “Securities”) of Solventum Corporation, a Delaware corporation (the “Company”) and (b) U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) under the Indenture with respect to the Securities.

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