Exhibit 10.3 Commercial Guaranty


    EXHIBIT
      10.3

     

     

    EXECUTION
      COPY

    


    SECOND
      LIEN COMMERCIAL GUARANTEE (this
      “Agreement”)
      made
      and entered into as of July 21, 2005 by CCBM, Inc., a
      Delaware corporation (hereinafter referred to as the “Guarantor”),
      in
      favor of CREDIT SUISSE, as administrative agent (in such capacity, the
“Administrative
      Agent”)
      for
      the Lenders and as collateral agent (in such capacity, the “Collateral
      Agent”
      and,
      together with the Administrative Agent, the “Agent”)
      for
      the Secured Parties (as defined below), guaranteeing the Indebtedness (as
      defined below) of CARRIZO OIL & GAS, INC., a
      Texas
      corporation (hereinafter referred to as the “Borrower”).

     

    WITNESSETH:

     

    FOR
      VALUE
      RECEIVED, and in consideration of and for credit and financial accommodations
      extended, to be extended, or continued to or for the account of the above named
      Borrower, the undersigned Guarantor, hereby jointly, severally and solidarily,
      agrees as follows:

     

    SECTION
      1.   Definitions.
      Any
      capitalized term defined in the Credit Agreement (as defined below) and not
      otherwise defined herein shall have the meaning given to such term in the Credit
      Agreement. In addition, the following terms shall have the following meanings
      when used in this Agreement:

     

    “Administrative
      Agent”
      shall
      have the meaning assigned to such term in the preamble to this
      Agreement.

     

    “Agent”
      shall
      have the meaning assigned to such term in the preamble to this
      Agreement.

     

    “Agreement”
      shall
      mean this Second Lien Commercial Guarantee, as amended, restated, supplemented
      or otherwise modified from time to time.

     

    “Borrower”
      shall
      have the meaning assigned to such term in the preamble to this
      Agreement.

     

    “Collateral
      Agent”
      shall
      have the meaning assigned to such term in the preamble to this
      Agreement.

     

    “Credit
      Agreement”
      shall
      mean the Second Lien Credit Agreement dated as of July 21, 2005, as amended,
      restated, supplemented or otherwise modified from time to time, among the
      Borrower, the Guarantor, the Lenders, the Administrative Agent and the
      Collateral Agent.

     

    “Guarantor”
      shall
      have the meaning assigned to such term in the preamble to this
      Agreement.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
           

        

      

    

     

    “Indebtedness”
      shall
      mean, at any time, (a) all obligations, indebtedness and liabilities, whether
      now existing or arising in the future, of the Borrower to the Secured Parties
      or
      any of them pursuant to a Hedging Agreement or other commodity or price
      management transaction, (b) obligations of the Borrower under Rate Management
      Transactions (including all renewals, extensions, modifications and substitution
      thereof and therefor) and all cancellations, buy backs, reversals, terminations
      or assignments of Rate Management Transactions, and (c) the indebtedness of
      the
      Borrower under the Credit Agreement, including principal, interest (including
      interest accruing during the pendency of any bankruptcy, insolvency,
      receivership or other similar proceeding, regardless of whether allowed or
      allowable in such proceeding), costs, expenses and reasonable attorneys’ fees
      and all other fees, charges, costs, expenses and indemnities for which the
      Borrower is responsible under the Credit Agreement or under any of the Related
      Documents, whether primary, secondary, direct, contingent, fixed or otherwise
      (including monetary obligations incurred during the pendency of any bankruptcy,
      insolvency, receivership or other similar proceeding, regardless of whether
      allowed or allowable in such proceeding).

     

    “Secured
      Parties”
      shall
      mean (a) the Lenders, (b) the Administrative Agent, (c) the Collateral Agent,
      (d) each counterparty to any Hedging Agreement with the Borrower or a Guarantor
      that either (i) is in effect on the Closing Date if such counterparty is the
      Administrative Agent or a Lender or an affiliate of the Administrative Agent
      or
      a Lender as of the Closing Date or (ii) is entered into after the Closing Date
      if such counterparty is the Administrative Agent or a Lender or an affiliate
      of
      the Administrative Agent or a Lender at the time such Hedging Agreement is
      entered into, (e) the beneficiaries of each indemnification obligation
      undertaken by any of the Borrower or any Guarantor under any Loan Document
      and
      (f) the successors and assigns of each of the foregoing.

     

    SECTION
      2.   Continuing
      Guarantee of the Borrower’s Indebtedness. The Guarantor
      hereby absolutely and unconditionally agrees to, and by these presents does
      hereby, guarantee the prompt and punctual payment when due of the
      Indebtedness.

     

    SECTION
      3.   Limitation
      on Liability. The
      liability of the Guarantor hereunder with respect to the Indebtedness shall
      be
      limited to the maximum amount of liability that can be incurred without
      rendering this Agreement, as it relates to the Guarantor, voidable under
      applicable law relating to fraudulent conveyance or fraudulent transfer, and
      not
      for any greater amount.

     

    SECTION
      4.   Joint
      and Several Liability. The
      Guarantor unconditionally guarantees, jointly with the other Guarantors (if
      any)
      and severally, as a primary obligor and not merely as a surety, the due and
      punctual payment and performance of the Indebtedness along with the Borrower
      to
      the same degree and extent as if the Guarantor had been and/or will be a
      co-borrower, co-principal obligor and/or co-maker of all of the Borrower’s
      Indebtedness. In the event that there is more than one guarantor under this
      Agreement, or in the event that there are other guarantors, endorsers or
      sureties of all or any portion of the Borrower’s Indebtedness, the Guarantor’s
      obligations and liabilities hereunder shall be on a “joint and several” basis
      along with such other guarantor or guarantors, endorsers and/or
      sureties.

     

    


    
      
        
        

      

      
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    SECTION
      5.   Duration;
      Cancellation of Agreement. This
      Agreement and the Guarantor’s obligations and liabilities hereunder shall remain
      in full force and effect until such time as all Indebtedness of the Borrower
      shall be paid, performed and/or satisfied in full, or until such time as this
      Agreement may be cancelled or otherwise terminated by the Agent under a written
      cancellation instrument in favor of the Guarantor (subject to the automatic
      reinstatement provision hereinbelow). Unless otherwise indicated under such
      a
      written cancellation instrument, the Agent’s agreement to terminate or otherwise
      cancel this Agreement shall only effect and shall be expressly limited to the
      Guarantor’s continuing obligations and liabilities to guarantee the prompt and
      punctual payment, performance and satisfaction of the Borrower’s Indebtedness
      incurred, originated and/or extended or committed to by the Agent and/or the
      Secured Parties after the date of such a written cancellation instrument; with
      the Guarantor remaining fully obligated and liable under this Agreement for
      the
      prompt and punctual payment, performance and satisfaction of any and all of
      the
      Borrower’s then outstanding Indebtedness together with continuing assessment of
      interest thereon) that was incurred, originated, extended or committed to prior
      to the date of such a written cancellation instrument. Nothing under this
      Agreement or under any other agreement or understanding by and between the
      Guarantor, the Agent, and the Secured Parties, shall in any way obligate, or
      be
      construed to obligate, the Agent and/or the Secured Parties to agree to the
      subsequent termination or cancellation of the Guarantor’s obligations and
      liabilities hereunder, it being fully understood and agreed by the Guarantor
      that the Agent and/or the Secured Parties may, within their sole and
      uncontrolled discretion and judgment, refuse to release the Guarantor from
      any
      of its obligations and liabilities under this Agreement for any reason
      whatsoever as long as any of the Borrower’s Indebtedness remains unpaid and
      outstanding.

     

    SECTION
      6.   Default
      of the Borrower. Upon
      failure by the Borrower to pay punctually any Indebtedness when due, whether
      at
      maturity, by acceleration, after notice of prepayment or otherwise, the
      Guarantor shall forthwith on demand pay the amount not so paid immediately
      following such demand by the Agent at its offices at Eleven Madison Avenue,
      New
      York, NY 10010. Other than the demand referred to in the immediately preceding
      sentence, the Guarantor hereby waives notice of acceptance of this Agreement
      and
      of any Indebtedness to which it applies or may apply. The Guarantor further
      waives presentation and demand for payment of the Borrower’s Indebtedness,
      notice of dishonor and of nonpayment, notice of intention to accelerate, notice
      of acceleration, protest and notice of protest, collection or institution of
      any
      suit or other action by the Agent in collection thereof, including any notice
      of
      default in payment thereof or other notice to, or demand for payment thereof
      on
      any party. To the fullest extent permitted by applicable law, the Guarantor
      waives any defense based on or arising out of any defense of the Borrower or
      any
      other Guarantor or the unenforceability of the Indebtedness or any part thereof
      from any cause, or the cessation from any cause of the liability of the Borrower
      or any other Guarantor, other than the indefeasible payment in full in cash
      of
      all the Indebtedness.

     

    SECTION
      7.   The
      Guarantor’s Subordination of Rights to the Secured Parties. In
      the
      event that the Guarantor should for any reason (i) make any payment
      for and
      on behalf of the Borrower under any of the Borrower’s Indebtedness, and/or
      (ii) make any payments to the Agent and/or the Secured Parties in total
      or
      partial satisfaction of the Guarantor’s obligations and liabilities
      hereunder, the Guarantor hereby agrees that any and all rights that the
      Guarantor may have or acquire to collect or to be reimbursed by the Borrower
      (or
      by any guarantor, endorser or 

     

    
      
        
        

      

      
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      surety
        of
        the Borrower’s Indebtedness), whether the Guarantor’s rights of collection or
        reimbursement arise by way of subrogation to the rights of the Secured Parties
        or otherwise, shall in all respects be subordinate, inferior and junior to
        the
        Agent’s and/or the Secured Parties’ rights to collect and enforce payment,
        performance and satisfaction of the Borrower’s then remaining Indebtedness,
        until such time as all of the Borrower’s Indebtedness is fully paid and
        satisfied. Upon the occurrence and continuance of an Event of Default any
        and
        all amounts owed by the Borrower to the Guarantor shall in all respects be
        subordinate, inferior and junior to the Agent’s and/or the Secured Parties’
        rights to collect and enforce payment, performance and satisfaction of the
        Borrower’s then remaining Indebtedness, until such time as all of the Borrower’s
        Indebtedness is fully paid and satisfied. The Guarantor further agrees to
        refrain from attempting to collect and/or enforce any of the Guarantor’s
        aforesaid rights against the Borrower (or any other guarantor, surety or
        endorser of the Borrower’s Indebtedness), arising by way of subrogation or
        otherwise, until such time as all of the Borrower’s then remaining Indebtedness
        in favor of the Secured Parties is fully paid and satisfied.

    

     

    SECTION
      8.   Additional
      Covenants. The
      Guarantor further agrees that the Agent and/or the Secured Parties may, at
      its/their sole option, at any time, and from time to time, without the consent
      of or notice to the Guarantor, or to any other party (except as may be required
      by the Loan Documents), and without incurring any responsibility to the
      Guarantor or to any other party (other than the Borrower to the extent provided
      in the Loan Documents), and without impairing or releasing the obligations
      of
      the Guarantor under this Agreement:

     

    (a)  discharge
      or release any party (including, but not limited to, the Borrower or any
      guarantor of the Indebtedness) who is or may be liable to the Agent and/or
      the
      Secured Parties for any of the Borrower’s Indebtedness;

     

    (b)  sell,
      exchange, release, surrender, realize upon or otherwise deal with, in any manner
      and in any order, any collateral directly or indirectly securing repayment
      of
      any of the Borrower’s Indebtedness;

     

    (c)  change
      the manner, place or terms of payment, or change or extend the time of payment
      of or renew, as often and for such periods as the Agent and/or the Secured
      Parties may determine, or after, any of the Borrower’s
      Indebtedness;

     

    (d)  settle
      or
      compromise any of the Borrower’s Indebtedness;

     

    (e)  subordinate
      and/or agree to subordinate the payment of all or any of the Borrower’s
      Indebtedness or the Agent’s and/or the Secured Parties’ security rights in
      and/or to any collateral directly or indirectly securing any such Indebtedness,
      to the payment and/or security rights of any other present and/or future
      creditors of the Borrower;

     

    (f)  apply
      any
      sums paid to any of the Borrower’s Indebtedness, with such payments being
      applied in such priority or with such preferences as the Agent and/or the
      Secured Parties may determine in its/their sole discretion, regardless of what
      Indebtedness of the Borrower remains unpaid;

     

    
      
        
        

      

      
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      (g)  take
        or
        accept any other security for any or all of the Borrower’s Indebtedness;
        and/or

       

    

    (h)  enter
      into, deliver, modify, amend or waive compliance with, any instrument or
      arrangement (other than this Agreement) evidencing, securing or otherwise
      affecting, all or any part of the Borrower’s Indebtedness.

     

    In
      addition, no course of dealing between the Agent and the Borrower, and/or the
      Secured Parties and the Borrower (or any other guarantor, surety or endorser
      of
      the Borrower’s Indebtedness), nor any failure or delay on the part of the Agent
      and/or the Secured Parties to exercise any of its/their rights and remedies,
      or
      any other agreement or agreements by and between the Agent and the Borrower
      and/or the Secured Parties and the Borrower (or any other guarantor, surety
      or
      endorser) shall have the affect of impairing or releasing the Guarantor’s
      obligations and liabilities to the Agent and the Secured Parties or of waiving
      any of the Agent’s and/or the Secured Parties’ rights and remedies. Any partial
      exercise of any rights and remedies granted to the Agent and/or the Secured
      Parties shall furthermore not constitute a waiver of any of the
      Agent’s
      and/or
      the Secured Parties’ other rights and remedies, it being the Guarantor’s intent
      and agreement that the Agent’s and the Secured Parties’ rights and remedies
      shall be cumulative in nature. The Guarantor further agrees that, should the
      Borrower default under any of its Indebtedness, any waiver or forbearance on
      the
      part of the Agent and/or the Secured Parties to pursue the rights and remedies
      available to the Agent shall be binding upon the Agent and the Secured Parties
      only to the extent that the Secured Parties specifically agree to such waiver
      or
      forbearance in writing. A waiver or forbearance on the part of the Agent and/or
      the Secured Parties as to one event of default shall not constitute a waiver
      of
      forbearance as to any other default.

     

    SECTION
      9.   No
      Release of the Guarantor. The
      Guarantor’s obligations and liabilities under this Agreement shall not be
      released, impaired, reduced or otherwise affected by, and shall continue in
      full
      force and effect, notwithstanding the occurrence of any event (other than
      performance hereunder), including without limitation any one of the following
      events:

     

    (a)  insolvency,
      bankruptcy, arrangement, adjustment, composition, liquidation, disability,
      dissolution or lack of authority (whether corporate, partnership or trust)
      of
      the Borrower (or any person acting on the Borrower’s behalf), or any other
      guarantor, surety or endorser of any of the Borrower’s
      Indebtedness;

     

    (b)  partial
      payment or payments of any amount due and/or outstanding under any of the
      Borrower’s Indebtedness;

     

    (c)  any
      payment of the Borrower or any other party to the Agent is held to constitute
      a
      preferential transfer or a fraudulent conveyance under any applicable law,
      or
      for any reason, the Agent and/or the Secured Parties are required to refund
      such
      payment or pay such amount to the Borrower or to any other
      person;


     

    (d)  any
      dissolution of the Borrower or any sale, lease or transfer of all or any part
      of
      the Borrower’s assets;

     

    
      
        
        

      

      
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    (e)  any
      failure of the Agent to notify the Guarantor of the acceptance of this Agreement
      or of the making of loans or other extensions of credit in reliance on this
      Agreement or of the failure of the Borrower to make any payment due by the
      Borrower to the Agent;

     

    (f)  application
      of any sums paid to any of the Borrower’s Indebtedness, with such payments being
      applied in such priority or with such preferences as the Agent and/or the
      Secured Parties may determine in its/their own discretion, regardless of what
      Indebtedness of the Borrower remains unpaid;

     

    (g)  any
      taking or acceptance of any other security for any or all of the Borrower’s
      Indebtedness;

     

    (h)  entering
      into, delivering, modifying, amending or waiving compliance with, any instrument
      or arrangement evidencing, securing or otherwise affecting, all or any part
      of
      the Borrower’s Indebtedness; and/or

     

    (i)  to
      the
      extent permitted by applicable law, any other act or omission that may or might
      in any manner or to any extent vary the risk of any Guarantor or otherwise
      operate as a discharge of any Guarantor as a matter of law or equity (other
      than
      the indefeasible payment in full in cash of all the Indebtedness).

     

    This
      Agreement and the Guarantor’s obligations and liabilities hereunder shall
      continue to be effective, and/or shall automatically and retroactively be
      reinstated if a release or discharge has occurred, as the case may be, if at
      any
      time any payment or part thereof to the Agent with respect to any of the
      Borrower’s Indebtedness is rescinded or must otherwise be restored by the Agent
      and/or the Secured Parties pursuant to any insolvency, bankruptcy,
      reorganization, receivership, or any other debt relief granted to the Borrower
      or to any other party. In the event that the Agent and/or the Secured Parties
      must rescind or restore any payment received by the Agent and/or the Secured
      Parties in satisfaction of the Borrower’s
      Indebtedness, any prior release or discharge from the terms of this Agreement
      given to the Guarantor shall be without effect, and this Agreement and the
      Guarantor’s obligations and liabilities hereunder shall automatically be renewed
      or reinstated and shall remain in full force and effect to the same degree
      and
      extent as if such a release or discharge was never granted. It is the intention
      of the Agent, the Secured Parties and the Guarantor that the Guarantor’s
      obligations and liabilities hereunder shall not be discharged except by the
      Guarantor’s full and complete performance of such obligations and liabilities
      and then only to the extent of such performance.

     

    SECTION
      10.   Enforcement
      of the Guarantor’s Indebtedness and Liabilities. The
      Guarantor agrees that, should the Agent and/or the Secured Parties deem it
      necessary to file an appropriate collection action to enforce the Guarantor’s
      obligations and liabilities under this Agreement, the Agent may commence such
      a
      civil action against the Guarantor without the necessity
      of first (i) attempting to collect the Borrower’s Indebtedness from the
      Borrower or from any other guarantor, surety or endorser, whether through filing
      of suit or otherwise, (ii) attempting to exercise against any collateral
      directly or indirectly securing repayment of any of the Borrower’s Indebtedness,
      whether through the filing of an appropriate foreclosure action 

     

    
      
        
        

      

      
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    or
      otherwise, or (iii) including the Borrower or any other guarantor, surety
      or endorser of any of the Borrower’s Indebtedness as an additional party
      defendant in such a collection action against the Guarantor. In the event that
      the Agent should ever deem it necessary to refer this Agreement to an
      attorney-at-law for the purpose of enforcing the Guarantor’s obligations and
      liabilities hereunder, or of protecting or preserving the Agent’s and/or the
      Secured Parties’ rights hereunder, the Guarantor agrees to reimburse the Agent
      and/or the Secured Parties for the reasonable fees of such an attorney. The
      Guarantor additionally agrees that the Agent and/or the Secured Parties shall
      not be liable for failure to use diligence in the collection of any of the
      Borrower’s Indebtedness or any collateral security therefor, or in creating or
      preserving the liability of any person liable on any such Indebtedness, or
      in
      creating, perfecting or preserving any security for any such
      Indebtedness.

     

    SECTION
      11.   Additional
      Documents. Upon
      the
      reasonable request of the Agent, the Guarantor will, at any time, and from
      time
      to time, duly execute and deliver to the Secured Parties any and all such
      further instruments and documents, and supply such additional information as
      may
      be reasonably necessary or advisable in the opinion of the Agent, to obtain
      the
      full benefits of this Agreement.

     

    SECTION
      12.   Transfer
      of Indebtedness. This
      agreement is for the benefit of the Secured Parties and for such other person
      or
      persons as may from time to time become or be the holders of any of the
      Borrower’s Indebtedness hereby guaranteed and this Agreement shall be
      transferable and negotiable, with the same force and effect and to the same
      extent as the Borrower’s Indebtedness may be transferable under Section 9.04 of
      the Credit Agreement, it being understood that, upon the transfer or assignment
      by the Secured Parties of any of the Borrower’s Indebtedness hereby guaranteed,
      the legal holder of such Indebtedness shall have all the rights granted to
      the
      Secured Parties under this Agreement.

     

    The
      Guarantor hereby recognizes and agrees that the Secured Parties may, from time
      to time, one or more times, transfer all or any portion of the Borrower’s
      Indebtedness to one or more third parties. Such transfers may include, but
      are
      not limited to, sales of a participation or syndication interest in such
      Indebtedness in favor of one or more third parties in accordance with Section
      9.04 of the Credit Agreement. The Guarantor specifically agrees and consents
      to
      all such transfers and assignments in accordance with Section 9.04 of the Credit
      Agreement and the Guarantor further waives any subsequent notice of and right
      to
      consent to any such transfers and assignments as may be provided under
      applicable New York law. The Guarantor additionally agrees that the purchaser
      of
      a syndication interest in the Borrower’s Indebtedness will be considered as the
      absolute owner of an interest in, or a percentage interest of, such Indebtedness
      and that such a purchaser shall have all of the rights granted to the purchaser
      under any agreement governing the sale of such a syndication interest and all
      rights of the Secured Parties from whom the syndication interest was purchased
      under the Credit Agreement. The Guarantor further waives any right of offset
      that the Guarantor may have against the Secured Parties and/or any purchaser
      of
      such a participation or syndication interest in the Borrower’s Indebtedness and
      the Guarantor unconditionally agrees that either the Secured 

     

    


    
      
        
        

      

      
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    Parties
      or such a purchaser may enforce the Guarantor’s obligations and liabilities
      under this Agreement, irrespective of the failure or insolvency of the Secured
      Parties or any such purchaser. The Guarantor further agrees that, upon any
      transfer, in accordance with Section 9.04 of the Credit Agreement, of all or
      any
      portion of the Borrower’s Indebtedness, the Secured Parties may transfer and
      deliver any and all collateral securing repayment of such Indebtedness
      including, but not limited to, any collateral provided by the Guarantor) to
      the
      transferee of such Indebtedness and such collateral (again, including but not
      limited to the Guarantor’s collateral) shall secure any and all of the
      Borrower’s Indebtedness in favor of such transferee. The Guarantor additionally
      agrees that, after any such transfer or assignment has taken place in accordance
      with Section 9.04 of the Credit Agreement, the Secured Parties shall be fully
      discharged from any and all liability and responsibility to the Borrower (and
      the Guarantor) with respect to such collateral, and the transferee thereafter
      shall be vested with all the powers and rights with respect to such
      collateral.

     

    SECTION
      13.   Right
      of Offset. As
      collateral security for the repayment of the Guarantor’s obligations and
      liabilities under this Agreement, the Guarantor hereby grants to each Secured
      Party, as well as its successors and assigns, a security interest in any and
      all
      deposit accounts (within the meaning of the Uniform Commercial Code) maintained
      with such Secured Party and all funds that the Guarantor may then have on
      deposit with or may then be in the possession or control of such Secured Party
      and its successors or assigns, and such Secured Party is hereby authorized
      to
      apply any such funds, upon the occurrence of an Event of Default under the
      Credit Agreement and the expiration of any applicable grace period allowed
      to
      cure the Event of Default, towards repayment of any of the Borrower’s
      Indebtedness that is due and payable at such time (whether at maturity, by
      acceleration, after notice of prepayment or otherwise) subject to this
      Agreement.

     

    SECTION
      14.   Construction. The
      provisions of this Agreement shall be in addition to and cumulative of, and
      not
      in substitution, novation or discharge of, any and all prior or contemporaneous
      guarantee or other agreements by the Guarantor, in favor of the Agent or
      assigned to the Agent by others, all of which shall be construed as
      complementing each other. Nothing herein contained shall prevent the Agent
      from
      enforcing any and all such guaranties or agreements in accordance with their
      respective terms.

     

    SECTION
      15.   Amendment. No
      amendment, modification, consent or waiver of any provision of this Agreement,
      and no consent to any departure by the Guarantor therefrom, shall be effective
      unless the same shall be in writing signed by the Agent, and then shall be
      effective only to the specific instance and for the specific purpose for which
      given.

     

    SECTION
      16.   Successors
      and Assigns Bound. The
      Guarantor’s obligations and liabilities under this Agreement shall be binding
      upon the Guarantor’s successors and assigns. The rights and remedies granted to
      the Agent and the Secured Parties under this Agreement shall also inure to
      the
      benefit of the Agent’s and the Secured Parties’ successors and assigns, as well
      as to any and all subsequent holder or holders of any of the Borrower’s
      Indebtedness subject to this Agreement.

     

    SECTION
      17.   Caption
      Heading. Caption
      headings of the sections of this Agreement are for convenience purposes only
      and
      are not to be used to interpret or to define their
      provisions. In this Agreement, whenever the context so requires, the singular
      includes the plural and the plural also includes the singular.

     

    
      
        
        

      

      
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    SECTION
      18.   Governing
      Law. THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
      THE
      STATE OF NEW YORK.

     

    SECTION
      19.   Severability. If
      any
      provision of this Agreement is held to be illegal, invalid or unenforceable
      under present or future laws effective during the term hereof, such provision
      shall be fully severable, this Agreement shall be construed and enforceable
      as
      if the illegal, invalid or unenforceable provision had never comprised a part
      of
      it, and the remaining provisions of this Agreement shall remain in full force
      and effect and shall not be affected by the illegal, invalid or unenforceable
      provision or by its severance herefrom. Furthermore, in lieu of such illegal,
      invalid or unenforceable provision, there shall be added automatically as a
      part
      of this Agreement, a provision as similar in terms to such illegal, invalid
      or
      unenforceable provision as may be possible and legal, valid and
      enforceable.

     

    SECTION
      20.   Information.
      The
      Guarantor assumes all responsibility for being and keeping itself informed
      of
      the Borrower’s and its financial condition and assets and of all other
      circumstances bearing upon the risk of nonpayment of the Indebtedness and the
      nature, scope and extent of the risks that the Guarantor assumes and incurs
      hereunder, and agrees that neither the Agent nor any other Secured Party will
      have any duty to advise such Guarantor of information known to it or any of
      them
      regarding such circumstances or risks.

     

    SECTION
      21.   INTERCREDITOR
      AGREEMENT GOVERNS.
      NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE EXERCISE OF ANY RIGHT
      OR
      REMEDY BY THE AGENT AND THE OTHER SECURED PARTIES HEREUNDER ARE SUBJECT TO
      THE
      PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT OR
      INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS
      AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL
      CONTROL.

     

    


    


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      Guarantor has executed this Agreement in favor of the Agent for the ratable
      benefit of the Secured Parties on the day, month, and year first written
      above.

     

    


     

    
      	 	 	 
	 	GUARANTOR:
	 	 
	 	 CCBM,
              INC.
	 
 	 
 	 
 
	 	by:  	
              /s/
                Paul F. Boling

            
	 	
              
Name: 
              Paul F. Boling
	 	
              Title:  
                 Chief Financial Officer