Elba Express Company, L.L.C.
Original Volume No. 1
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Effective Date: 03/01/2010, Docket: RP10-342-000, Status: Effective
Original Sheet No. 124 Original Sheet No. 124
GENERAL TERMS AND CONDITIONS
FORM OF GUARANTEE
(EEC Service Agreement)
This GUARANTY (this "Guaranty") dated as of ____________, _, is made and entered into by ___________
("Guarantor"), in favor of Elba Express Company, L.L.C. a Delaware limited liability company ("Counterparty").
1. GUARANTY. Guarantor hereby irrevocably and unconditionally guarantees the timely performance by
_________________ ("Subsidiary") of all its obligations ("Obligations") to Counterparty pursuant to the EEC
Service Agreement dated as of ___________, 20____ (as amended, the "Agreement"). A copy of the Agreement is
attached hereto as Exhibit A. To the extent that Subsidiary shall fail to perform or pay any Obligation,
Guarantor shall, within ten (10) days after receipt of notice from Counterparty of such failure, promptly pay,
or cause Subsidiary to pay, to Counterparty the amount due. This Guaranty shall constitute a guarantee of
payment and not of collection. This Guaranty shall be subject to the following:
(a) Guarantor's liability hereunder shall be and is specifically limited to monetary payments
expressly required to be made under the Agreement (even if such payments are deemed to be
(b) The aggregate amount covered by this Guaranty shall not exceed the Guaranty Limit ("Guaranty
Limit"), which Guaranty Limit shall be _____________________________.
2. TERM. This Guaranty shall remain in full force and effect until the earlier of the expiration or
termination of the Agreement, or _______[date] (the "Guaranty Termination Date"). No termination shall
affect, release or discharge any obligations already incurred by Guarantor under this Guaranty at the time of
the notice of the termination. Upon the occurrence of the Guaranty Termination Date, Counterparty shall
promptly execute and deliver to Guarantor a release in substantially the form attached hereto as Exhibit B.
3. WAIVERS. Guarantor hereby waives (i) except as to applicable statutes of limitation, lack of
diligence in the exercise of or failure to exercise any rights hereunder, (ii) any right to require that any
action or proceeding be brought against Subsidiary or any other person or to require that Counterparty seek
enforcement of any performance against Subsidiary or any other person prior to any action against Guarantor
under the terms hereof, or (iii) any requirement that Counterparty file any claim relating to the Obligations
owing to it in the event that Subsidiary becomes subject to a bankruptcy, reorganization, or similar
proceeding and any failure by Counterparty to so file.