exv4w18






Exhibit 4.18




GUARANTY AGREEMENT



This Guaranty Agreement (the “Guaranty”) is dated as of June 30, 2010, by NIMIN ENERGY CORP.,
(“Guarantor”), an Alberta corporation, in favor of BP CORPORATION NORTH AMERICA INC., an Indiana
corporation (“Counterparty”) and each of their respective successors and assigns as permitted
pursuant to the Agreement.



WHEREAS, Legacy Energy, Inc., a Delaware corporation (“Company”), and Counterparty have entered
into that certain ISDA Master Agreement dated as of June 30, 2010 (the “Agreement”), and have
entered into or will enter into one or more transaction confirmations thereunder; and



WHEREAS, the Guarantor is the direct or indirect parent of Company, and will receive substantial
and direct benefits from the transactions contemplated by the Agreement and has agreed to enter
into this Guaranty to provide assurance for the payment obligations of Company in connection with
the Agreement and to induce the Counterparty to enter into the Agreement.



NOW, THEREFORE, in consideration of good and valuable consideration, the adequacy, receipt and
sufficiency of which are hereby acknowledged, the Guarantor hereby agrees as follows:





	1.	 	Guaranty. The Guarantor hereby unconditionally, irrevocably and absolutely guarantees
the prompt, complete and full payment when due (subject to written demand in accordance with
Paragraph 6 below) of Company’s payment obligations arising under the Agreement, as such
Agreement may be amended or modified by agreement between Company and the Counterparty from
time to time (collectively, the “Guaranteed Obligations”), plus all interest, reasonable
attorneys’ fees, and/or costs of collection, if any, required by such Agreement to be paid by
Company in the collection of Guaranteed Obligations. In addition, subject to the limitations
above, Guarantor shall reimburse Counterparty for all sums paid to Counterparty by Company
with respect to such Guaranteed Obligations which Counterparty is subsequently required to
return to Company or a representative of Company’s creditors as a result of Company’s
bankruptcy, insolvency, reorganization, liquidation, receivership, or similar proceeding. The
Guarantor’s obligations and liability under this Guaranty shall be limited to payment
obligations only and the Guarantor shall have no obligation to perform under any Agreement,
including, without limitation, to sell, deliver, supply or transport gas, electricity or any
other commodity.






	 	 	If all or a part of any payment made by Guarantor to Counterparty hereunder is later
determined to have been improper because such amount was not actually owed by Company to
Counterparty under the Agreement or such payment was otherwise unjustified, Counterparty
shall repay such amount to Guarantor within ten (10) business days of written demand by
Guarantor together with any interest, reasonable attorneys’ fees, and/or costs of
collection, if any, required by the Agreement to be paid by Counterparty in the collection
of such amount.






	2.	 	Guaranty Absolute. The liability of Guarantor under this Guaranty shall be absolute,
irrevocable and unconditional irrespective of:




1









 












	 	(a)	 	any defect or deficiency in any Agreement or any other documents executed in
connection with any Agreement;
	 
	 	(b)	 	any modification, extension or waiver of any of the terms of any Agreement;
	 
	 	(c)	 	any change in the time, manner, terms or place of payment of or in any other
term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of
or any consent to departure from any Agreement or any other agreement or instrument
executed in connection therewith;
	 
	 	(d)	 	any sale, exchange, release or non-perfection of any property standing as
security for the liabilities hereby guaranteed or any liabilities incurred directly or
indirectly hereunder or any setoff against any of said liabilities, or any release or
amendment or waiver of or consent to departure from any other guaranty, for all or any
of the Guaranteed Obligations;
	 
	 	(e)	 	except as to applicable statutes of limitation, failure, omission, delay,
waiver or refusal by the Counterparty to exercise, in whole or in part, any right or
remedy held by the Counterparty with respect to any Agreement or any transaction under
any Agreement; or
	 
	 	(f)	 	any change in the existence, structure or ownership of the Guarantor or
Company, or any bankruptcy, insolvency, reorganization, liquidation, receivership, or
similar proceeding affecting Company or its assets.






	 	 	The obligations of the Guarantor hereunder are several and not joint with Company or any
other person, and are primary obligations for which the Guarantor is the principal obligor.
There are no conditions precedent to the enforcement of this Guaranty, except as expressly
contained herein. It shall not be necessary for the Counterparty, in order to enforce
payment by the Guarantor under this Guaranty, to exhaust its remedies against Company, any
collateral pledged by Company, any other guarantor, or any other person liable for the
payment or performance of the Guaranteed Obligations. This Guaranty is one of payment and
not of collection and shall apply regardless of whether recovery of all such Guaranteed
Obligations may be discharged, or uncollectible in any bankruptcy, insolvency,
reorganization, liquidation, receivership, or similar proceeding affecting Company or its
assets.
	 
	 	 	Without limiting Guarantor’s own defenses and rights hereunder, Guarantor reserves to itself
all rights, setoffs, counterclaims and other defenses to which Company is or may be entitled
to arising from or out of the Agreements or otherwise, except as limited herein and except
for defenses arising out of the bankruptcy, insolvency, reorganization, liquidation,
receivership, or similar proceeding affecting Company or its assets.




2









 












	3.	 	Waiver. Guarantor hereby waives:






	 	(a)	 	notice of acceptance of this Guaranty, notice of the creation or existence of
any of the Guaranteed Obligations and notice of any action by the Counterparty in
reliance hereon or in connection herewith;
	 
	 	(b)	 	notice of the entry into any Agreement between Company and the Counterparty and
notice of any amendments, supplements or modifications thereto; or any waiver of
consent under any Agreement, including waivers of the payment and performance of the
obligations thereunder;
	 
	 	(c)	 	notice of any increase, reduction or rearrangement of Company’s obligations
under any Agreement or notice of any extension of time for the payment of any sums due
and payable to the Counterparty under any Agreement;
	 
	 	(d)	 	except as expressly set forth herein, presentment, demand for payment, notice
of dishonor or nonpayment, protest and notice of protest or any other notice of any
other kind with respect to the Guaranteed Obligations; and
	 
	 	(e)	 	any requirement that suit be brought against, or any other action by the
Counterparty be taken against, or any notice of default or other notice be given to, or
any demand be made on, Company or any other person, or that any other action be taken
or not taken as a condition to the Guarantor’s liability for the Guaranteed Obligations
under this Guaranty or as a condition to the enforcement of this Guaranty against the
Guarantor.






	4.	 	Subrogation. The Guarantor shall be subrogated to all rights of the Counterparty
against Company in respect of any amounts paid by the Guarantor pursuant to the Guaranty,
provided that the Guarantor waives any rights it may acquire by way of subrogation under this
Guaranty, by any payment made hereunder or otherwise (including, without limitation, any
statutory rights of subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. §509, or
otherwise), reimbursement, exoneration, contribution, indemnification, or any right to
participate in any claim or remedy of the Counterparty against Company or any collateral which
the Counterparty now has or acquires, until all of the Guaranteed Obligations shall have been
irrevocably paid to the Counterparty in full. If (a) the Guarantor shall perform and shall
make payment to the Counterparty of all or any part of the Guaranteed Obligations and (b) all
the Guaranteed Obligations shall have been paid in full, the Counterparty shall, at the
Guarantor’s request, execute and deliver to the Guarantor appropriate documents necessary to
evidence the transfer by subrogation to the Guarantor of any interest in the Guaranteed
Obligations resulting from such payment by the Guarantor.






	5.	 	Notices. All demands, notices and other communications provided for hereunder shall,
unless otherwise specifically provided herein, (a) be in writing addressed to the party
receiving the notice at the address set forth below or at such other address as may be
designated by written notice, from time to time, to the other party, and (b) be effective




3









 






	 	 	upon delivery, when mailed by U.S. mail, registered or certified, return receipt requested,
postage prepaid, or personally delivered. Notices shall be sent to the following addresses:






	 	 	If to Counterparty:





	 	 	 
	Address:

	 	BP Corporation North America Inc.
	 
	 	201 Helios Way
	 
	 	Houston, Texas 77079
	Attention:

	 	Contract Services
	Facsimile No.:

	 	713-323-0203
	Telephone No.:

	 	713-323-2000
	 
	 	 
	If to Guarantor:
	 	 
	 
	 	 
	Address:

	 	NiMin Energy Corp.
	 
	 	1160 Eugenia Place
	 
	 	Suite 100
	 
	 	Carpinteria, CA 93013
	Attention:

	 	Chief Financial Officer
	Facsimile No.:

	 	805-566-2917
	Telephone No.:

	 	805-566-2900







	6.	 	Demand and Payment. Counterparty is not entitled to make demand upon Guarantor until
a default occurs in payment of any Guaranteed Obligations by Company to Counterparty. Any
demand by the Counterparty for payment hereunder shall be in writing, reference this Guaranty,
reference the Guaranteed Obligations, and signed by a duly authorized representative of the
Counterparty and delivered to the Guarantor pursuant to Section 5 hereof. There are no other
requirements of notice, presentment or demand. The Guarantor shall pay, or cause to be paid,
such Guaranteed Obligations within ten (10) business days of receipt of such demand.






	7.	 	No Waiver; Remedies. Except as to applicable statutes of limitation, no failure on
the part of Counterparty to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies provided by law.






	8.	 	Term; Termination. This Guaranty shall continue in full force and effect from the
Effective Date until thirty (30) days following Guarantor’s notice, in writing, to
Counterparty of Guarantor’s termination of this Guaranty (the “Termination Date”);
provided, however, the termination of this Guaranty shall not affect Guarantor’s
obligations hereunder with respect to any transaction entered into prior to such Termination
Date, and this Guaranty shall remain in full force and effect until all Guaranteed Obligations
arising with respect to such transactions have been fully satisfied.




4









 












	9.	 	Assignment; Successors and Assigns. The Guarantor and the Counterparty shall not
assign its rights hereunder without the prior written consent of the other party, and any
assignment without such prior written consent shall be null and void and of no force or
effect. This Guaranty shall be binding upon and inure to the benefit of the each party hereto
and their respective successors and permitted assigns.
	 
	10.	 	Amendments, Etc. Subject to the Guarantor’s right to terminate this Guaranty pursuant
to Paragraph 8, no amendment of this Guaranty shall be effective unless in writing and signed
by Guarantor and Counterparty. No waiver of any provision of this Guaranty nor consent to any
departure by the Guarantor therefrom shall in any event be effective unless such waiver shall
be in writing and signed by Counterparty. Any such waiver shall be effective only in the
specific instance and for the specific purpose for which it was given.
	 
	11.	 	Caption. The captions in this Guaranty have been inserted for convenience only and
shall be given no substantive meaning or significance whatsoever in construing the terms and
provisions of this Guaranty.
	 
	12.	 	Representation and Warranties.
	 
	 	 	The Guarantor represents and warrants as follows:






	 	(a)	 	The Guarantor is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation and has full corporate power to
execute, deliver and perform this Guaranty.
	 
	 	(b)	 	The execution, delivery and performance of this Guaranty have been and remain
duly authorized by all necessary corporate action and do not contravene the Guarantor’s
constitutional documents or any contractual restriction binding on the Guarantor or its
assets.
	 
	 	(c)	 	This Guaranty constitutes the legal, valid and binding obligation of the
Guarantor enforceable against Guarantor in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditor’s rights and to general equity
principles.






	13.	 	Foreign Currency Obligations. Subject to the limitation of Guarantor’s total
liability set forth in Paragraph 1 hereof, the Guarantor shall make payment in the currency
in which the Company is required to pay its payment obligations (the “Original Currency”).
For the purposes of calculating Guarantor’s total liability hereunder and applying the
limitation on Guarantor’s total liability, the value of the payment obligation in the
Original Currency shall be converted to US Dollars by the Guarantor at the rate equal to
the applicable spot exchange rate of a large commercial




5









 






	 	 	  bank located in Canada or the United States on the date that payment is made by the
Guarantor.






	14.	 	GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD OR REFERENCE TO THE CONFLICT OF LAWS
PRINCIPLES OF ANY JURISDICTION. However, if any provision of this Guaranty shall be
prohibited by or invalid under such law, such provision shall be ineffective to the extent
of such prohibition or invalidity without invalidating the remainder of such provision or
the remaining provisions of this Guaranty.






	15.	 	Entire Agreement. This Guaranty constitutes the entire agreement and
understanding between Guarantor and Counterparty with respect to the Guaranteed Obligations
and supercedes and replaces in its entirety any and all guaranties previously issued by
Guarantor to Counterparty with respect to the Guaranteed Obligations, or any part of them.





     REMAINDER OF PAGE INTENTIONALLY LEFT BLANK



6









 





     IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed and delivered
by its duly authorized representative effective as of this 30th day of June, 2010
(“Effective Date”).



	 	 	 	 	 
	 	GUARANTOR:



NIMIN ENERGY CORP., an Alberta corporation

 	 
	 	By:  	/s/
Clarence Cottman, III	 
	 	 	Name:  	Clarence Cottman, III	 
	 	 	Title:  	CEO	 




7