and assigns.
8.04
Rights of Third Parties. All provisions herein are imposed solely and
exclusively for the benefit of the parties hereto, and no other Person shall
have standing to require satisfaction of such provisions in accordance with
their terms and any or all of such provisions may be freely waived in whole or
in part by the Lender at any time if in its sole discretion it deems it
advisable to do so.
8.05
ENTIRE AGREEMENT. THIS THIRD AMENDMENT CONSTITUTES THE ENTIRE AGREEMENT
AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF AND SUPERSEDES ANY
PRIOR AGREEMENT, WHETHER WRITTEN OR ORAL, AMONG SUCH PARTIES REGARDING THE
SUBJECT HEREOF. FURTHERMORE IN THIS REGARD, THIS THIRD AMENDMENT, THE AGREEMENT,
THE NOTE, THE SECURITY INSTRUMENTS, AND THE OTHER WRITTEN DOCUMENTS REFERRED TO
IN THE AGREEMENT OR EXECUTED IN CONNECTION WITH OR AS SECURITY FOR THE NOTE
REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT AMONG THE PARTIES THERETO AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.
8.06
GOVERNING LAW. THIS THIRD AMENDMENT, THE AGREEMENT AND THE NOTE SHALL BE
DEEMED TO BE CONTRACTS MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF TEXAS. THE PARTIES ACKNOWLEDGE AND AGREE
THAT THIS AGREEMENT AND THE NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY BEAR A
NORMAL, REASONABLE, AND SUBSTANTIAL RELATIONSHIP TO THE STATE OF TEXAS.
8.07
JURISDICTION AND VENUE. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO,
ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO, OR FROM
THIS THIRD AMENDMENT, THE AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE LITIGATED
IN COURTS HAVING SITUS IN HARRIS COUNTY, TEXAS. EACH OF THE PARTIES HERETO
HEREBY SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED
IN HARRIS COUNTY, TEXAS, AND HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO TRANSFER OR
CHANGE THE JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT AGAINST IT BY ANY
OTHER PARTY HERETO IN ACCORDANCE WITH THIS SECTION.
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IN WITNESS WHEREOF, this Assignment, Waiver and Third Amendment to Credit
Agreement is executed effective the date first hereinabove written.
TANDEM ENERGY CORPORATION
By:
/s/ Michael G. Cunningham
Name: Michael G. Cunningham
Title: Senior Vice President
PER ACQUISITION CORP.
By:
/s/ Barry Kostiner
Barry Kostiner
Vice President
GUARANTY BANK, FSB
By:
/s/ Christopher S. Parada
Christopher S. Parada
Senior Vice President,
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EXHIBIT I
FORM OF NOTE
PROMISSORY NOTE
$5,000,000
Houston, Texas
October 26, 2007
FOR VALUE RECEIVED and WITHOUT GRACE, the undersigned ("Maker") promises to pay
to the order of GUARANTY BANK, FSB ("Payee"), at its banking quarters in
Houston, Harris County, Texas, the sum of FIVE MILLION DOLLARS ($5,000,000), or
so much thereof as may be advanced against this Note pursuant to the Credit
Agreement dated June 8, 2005, as amended, originally by and between Tandem
Energy Corporation and Payee (as amended, restated or supplemented from time to
time,