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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