Exhibit 10.12


 


Form of


REAFFIRMATION OF GUARANTY


 


THIS REAFFIRMATION OF GUARANTY (this “Reaffirmation
of Guaranty”) is executed by
                              
(“Guarantor”), as of the      day of June,
2004, for the benefit of THE FROST NATIONAL BANK, a national banking
association and its successors and assigns, as agent (the “Agent”) for
the equal and ratable benefit of the banks and other financial institutions
listed on the signature pages of, and any other bank or financial institution
that may hereafter become a party to, the hereinafter described Credit
Agreement in accordance with the terms thereof (hereunder collectively referred
to as the “Banks”).


 


W  I  T  N  E  S  S
E  T  H


 


WHEREAS, the Banks entered into a Credit
Agreement (as heretofore amended, the “Original Credit Agreement”) dated
as of July 15, 1996, with LANCER PARTNERSHIP, LTD., a Texas limited
partnership (“Operating Subsidiary”), LANCER de MEXICO, S.A. de C.V.,
formerly known as NUEVA DISTRIBUIDORA LANCERMEX, S.A. de C.V.,
a sociedad
anónima de capital variable organized under the laws of the United
Mexican States (“Mexico Subsidiary”) (Operating Subsidiary and Mexico
Subsidiary being hereinafter referred to individually as a “Borrower”
and collectively as “Borrowers”), and LANCER CORPORATION, a Texas
corporation (“Parent Company”); and


 


WHEREAS, the Guarantor is an Affiliate of
Operating Subsidiary and Mexico Subsidiary and a Subsidiary of Parent Company;
and


 


WHEREAS, in connection with the Original
Credit Agreement, the Guarantor executed and delivered to the Agent the
Affiliate Guaranty (the “Guaranty”) dated July 15, 1996, whereby
Guarantor guaranteed certain Obligations (as defined in the Guaranty); and


 


WHEREAS, Guarantor consented to the execution
of the Seventh Amendment and Restated Credit Agreement dated as of June 30,
2000, among Borrowers, Parent Company, Lancer Capital Corporation, a Delaware
corporation, Guarantor, Servicios Lancermex, S.A. de C.V., a sociedad
anónima de capital variable organized under the laws of the United
Mexican States, Industrias Lancermex, S.A. de C.V., a sociedad anónima de capital variable
organized under the laws of the United Mexican States, and the Banks (as
amended by the First Amendment to Seventh Amendment and Restated Credit
Agreement dated June 30, 2001 and the Second Amendment to Seventh Amendment and
Restated Credit Agreement dated June 30, 2002 the “Restated Credit Agreement”);
and


 


WHEREAS, Guarantor has consented to the
execution of the Amended and Restated Credit Agreement dated of even date herewith,
among Borrowers, Parent Company, Lancer Capital Corporation, a Delaware
corporation, Guarantor, Advanced Beverage Solutions, LLC, an Illinois limited
liability company, Servicios Lancermex, S.A. de C.V., a sociedad anónima de capital variable
organized under the laws of the United Mexican States, Industrias Lancermex,
S.A. de C.V., a sociedad anónima de capital variable organized under the
laws of the United Mexican States, and the Banks (as amended, restated,
supplemented, renewed, extended or otherwise modified from time to time, the “Credit
Agreement”) wherein the Banks and the Loan Parties agreed to amend and
restate the credit facilities under the Restated Credit Agreement (i)


 


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to waive the Listed Defaults,
(ii) to reduce the Revolving Commitments, (iii) to change the maturity date of
the Revolving Loan to January 31, 2005, and (iv) to make certain other
modifications to the terms and conditions of the credit facilities; and


 


WHEREAS, it is a condition precedent to the
making of the Loans by the Banks under the Credit Agreement that the Guarantor
shall have executed and delivered this Reaffirmation of Guaranty.


 


NOW, THEREFORE, in consideration for the
Banks’ agreement to renew the Loans and the Commitments described in the Credit
Agreement, and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Guarantor hereby agrees as follows:


 


1.             Guarantor
consents to (a) the renewal of the Loans and the Commitments, and (b) the
execution and delivery of all documents executed in connection therewith.


 


2.             Guarantor
hereby reaffirms its Obligations under the Guaranty and agrees that neither the
execution of the Credit Agreement nor the consummation of the transactions
described therein or herein in any way affect the Obligations of Guarantor
under the Guaranty and that the Guaranty continues in full force and effect.


 


3.             In
the event that any one or more of the provisions contained in this
Reaffirmation of Guaranty shall be determined invalid, illegal or unenforceable
in any respect for any reason, the validity, legality and enforceability of any
such provision or provisions in every other respect and the remaining provision
of this Reaffirmation of Guaranty shall not be impaired in any way.


 


4.             When
required or implied by the context used, defined terms used herein shall
include the plural as well as the singular, and vice versa.


 


5.             This
Reaffirmation of Guaranty shall be governed by and construed in accordance with
the internal laws of the State of Texas and applicable federal laws of the
United States of America. This Reaffirmation of Guaranty has been entered into
in Bexar County, Texas and shall be performable for all purposes in Bexar
County, Texas. The courts within the State of Texas shall have jurisdiction
over any and all disputes arising under or pertaining to this Reaffirmation of
Guaranty; and any such dispute shall be heard in the county or judicial
district of the principal place of business of The Frost National Bank.


 


6.             This
Reaffirmation of Guaranty shall be binding upon and inure to the benefit of the
Guarantor and its successors and assigns; provided, however, that neither the
Guarantor nor its successors or assigns may, without the prior written consent
of all of the Banks, assign any rights, powers, duties or obligations
hereunder.


 


7.             This
Reaffirmation of Guaranty constitutes a Loan Document.


 


8.             Unless
otherwise defined herein, the capitalized terms used herein which are defined
in the Credit Agreement shall have the meanings specified therein.


 


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IN WITNESS
WHEREOF, the Guarantor caused this Reaffirmation of Guaranty to be duly
executed by its respective officer thereunto duly authorized, as of the date
first above written.


 


	
   

  	
  GUARANTOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


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