Parent Guarantee Sample Contracts

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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).

Navistar International Corp. – Amended and Restated Parent Guarantee (September 9th, 2005)

GUARANTEE, dated as of July 1, 2005, 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 July 1, 2005 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Navistar Financial Corporation (the "US Borrower") and Arrendadora Financiera Navistar, S.A. DE C.V., Organizacion Auxiliar del Credito, Servicios Financieros Navistar, S.A. DE C.V., Sociedad Financiera de Objeto Limitado and Navistar Comercial, S.A. DE C.V. (collectively, the "Mexican Borrowers"; together with the US Borrower, the "Borrowers"), the Lenders, Bank of Ameri

Global Signal Inc – Limited Recourse Parent Guarantee (May 27th, 2005)
Global Signal Inc – Contract (April 28th, 2005)

Exhibit 10.2 EXECUTION COPY PARENT GUARANTEE PARENT GUARANTEE, dated as of April 25, 2005, made among Global Signal Inc., a Delaware corporation ("Global Signal") and Global Signal Operating Partnership, L.P., a Delaware limited partnership ("GSOP", and together with Global Signal, the "Guarantors"), and Morgan Stanley Asset Funding Inc., as collateral agent (the "Collateral Agent") for the lenders under the Credit Agreement referred to below. RECITALS Pursuant to the Acquisition Credit Agreement, dated as of April 25, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among Global Signal Acquisitions LLC (the "Borrower"), Morgan Stanley Asset Funding Inc., as administrative agent and collateral agent, and the lenders from time to time parties to the Credit Agreement (t

New Skies Satellites Hldgs – PARENT GUARANTEE AND U.S. PLEDGE AGREEMENT Dated and Effective as of November 2, 2004, Between NEW SKIES SATELLITES B.V. And DEUTSCHE BANK AG, NEW YORK BRANCH, as Collateral Agent (January 27th, 2005)

PARENT GUARANTEE AND U.S. PLEDGE AGREEMENT dated and effective as of November 2, 2004 (this Agreement), between NEW SKIES SATELLITES B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (Parent), and DEUTSCHE BANK AG, NEW YORK BRANCH, as Collateral Agent (in such capacity, the Collateral Agent) for the Secured Creditors (as defined below).

World Air Holdings Inc – Parent Guarantee (January 10th, 2005)

THIS PARENT GUARANTEE, dated as of January 10, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this "Parent Guarantee"), is made and entered into by World Air Holdings, Inc., a Delaware corporation (the "Parent Guarantor"), in favor of the Guaranteed Parties (as defined below).

VCG Holding Corporation – Parent Guarantee (November 22nd, 2004)

PARENT GUARANTEE, dated as of November 9, 2004, made by VCG Holding Corp. (the Guarantor), in favor of the lenders holding (the Lenders) those certain 12% Senior Subordinated Notes of Glenarm Restaurant LLC (Subsidiary) due in November, 2006. As there is only one Guarantee, references in this Guarantee that reference multiple Guarantees shall be disregarded.

Cheniere Energy, Inc. – Parent Guarantee (November 15th, 2004)

Guarantee, dated as of 5 November, 2004, by TOTAL S.A., a corporation organized under the laws of France (the Guarantor), in favor of SABINE PASS LNG, L.P., a limited partnership organized under the laws of the state of Delaware, U.S.A. (Guaranteed Party).

Placer Sierra Bancshares – Trustee Parent Guarantee (June 1st, 2004)

GUARANTEE, dated as of December 18, 2001 by State Street Bank and Trust Company, a Massachusetts trust company (the Guarantor) to and for the benefit of each person listed on Schedule I hereto (collectively, together with their permitted successors and assigns, the Beneficiaries and, individually, a Beneficiary).

Placer Sierra Bancshares – Trustee Parent Guarantee (March 25th, 2004)

GUARANTEE, dated as of December 18, 2001 by State Street Bank and Trust Company, a Massachusetts trust company (the Guarantor) to and for the benefit of each person listed on Schedule I hereto (collectively, together with their permitted successors and assigns, the Beneficiaries and, individually, a Beneficiary).

Cemprus Llc – Parent Guarantee (February 12th, 2004)

PARENT GUARANTEE, dated as of November 18, 2003, made by each of the corporations that are signatories hereto (the Guarantors), in favor of JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent (in such capacity, the Administrative Agent) for the several lenders (the Lenders) from time to time parties to the Credit Agreement (as hereafter defined).

Contract (February 26th, 2003)

Exhibit 10.31 PARENT GUARANTEE PARENT GUARANTEE (this "Guarantee"), dated as of February 11, 2003, made by US HOME SYSTEMS, INC., a Delaware corporation, (the "Guarantor"), in favor of (a) FCC ACCEPTANCE CORP., a Delaware corporation (the "Company") and (b) the Agent (as defined below) on behalf of the Lenders (as defined below). W I T N E S S E T H: WHEREAS, pursuant to the Purchase and Contribution Agreement, dated as of February 11, 2003 (the "Purchase Agreement"), between First Consumer Credit, Inc., a Texas corporation and a subsidiary of the Guarantor ("FCC"), as servicer (FCC, and no other person in such capacity, the "Servicer") and as seller of Contracts (as defined below) (in such capacity, the "Seller"), and the Company, the Company has agreed to purchase Contracts from the Seller upon the terms and subject to the conditions set forth therein; WHEREAS, pursuant to the Receivables

Appliedtheory Corp – Parent Guarantee (July 26th, 2001)