Guaranty Agreement by Alliance Coal, LLC in Favor of Seminole Electric Cooperative, Inc.
Alliance Coal, LLC guarantees to Seminole Electric Cooperative, Inc. that it will ensure the full and timely performance of obligations by Webster County Coal, LLC, White County Coal, LLC, and itself under both an existing and a new coal supply agreement. This guaranty becomes effective either when Seminole acquires legal title or beneficial interest in a specific generating unit or on January 1, 2011, whichever comes first. The agreement does not alter any prior guaranty obligations by MAPCO, Inc.
Exhibit 10.28
GUARANTY
WHEREAS, Seminole Electric Cooperative, Inc., a Florida corporation (hereinafter referred to as Purchaser) and Webster County Coal, LLC, a Delaware limited liability company, White County Coal, LLC, a Delaware limited liability company, and Alliance Coal, LLC, for itself and as agent for Webster County Coal, LLC and White County Coal, LLC, (hereinafter collectively referred to as Seller) entered into that certain Restated and Amended Coal Supply Agreement, effective February 1, 1986, as amended (hereinafter referred to as the Existing Agreement) and entered into that certain New Coal Supply Agreement, effective September 1, 2005, (hereinafter referred to as the New Agreement).
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Alliance Coal, LLC, its successors and assigns, does hereby unconditionally and irrevocably guaranty to Purchaser, and its successors and assigns, the full and timely performance by Seller under said Existing Agreement and said New Agreement.
The effective date of this Guaranty shall be the earlier of (i) the date on which Purchaser has acquired the legal title or the trust beneficial interest in Unit 2 of the Seminole Generating Station near Palatka, Florida; or (ii) January 1, 2011.
This Guaranty shall not modify, amend or otherwise change the obligation of MAPCO, Inc. pursuant to the terms and conditions of the Guaranty executed by MAPCO, Inc. on or about February 1, 1986.
Executed this 25 day of October, 2005, but made effective as provided for above.
Alliance Coal, LLC | ||
By: | /s/ Gary J. Rathburn | |
Name: | Gary J. Rathburn | |
Title: | Senior Vice President-Marketing |