Exhibit 10.11
AFFILIATE GUARANTY
[US AFFILIATE]
This Affiliate Guaranty (the "Guaranty") is made as of the 30th day of June,
2004 by ADVANCED BEVERAGE SOLUTIONS, LLC, a limited liability company organized
under the laws of the State of Illinois (the "Guarantor"), in favor 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 (hereinafter
collectively referred to as the "Banks").
PRELIMINARY STATEMENT
1.
THE BANKS HAVE ENTERED INTO THE AMENDED AND RESTATED CREDIT
AGREEMENT OF EVEN DATE HEREWITH (AS IT MAY HEREAFTER BE AMENDED OR OTHERWISE
MODIFIED FROM TIME TO TIME, THE "CREDIT AGREEMENT") 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"), LANCER CORPORATION, A TEXAS CORPORATION ("PARENT COMPANY"), LANCER
CAPITAL CORPORATION, A DELAWARE CORPORATION, LANCER INTERNATIONAL SALES, INC., A
TEXAS CORPORATION, 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 GUARANTOR.
THE
GUARANTOR IS AN AFFILIATE OF OPERATING SUBSIDIARY AND MEXICO SUBSIDIARY AND A
SUBSIDIARY OF PARENT COMPANY.
THE GUARANTOR WILL DERIVE SUBSTANTIAL BENEFIT,
WHETHER DIRECTLY OR INDIRECTLY, FROM THE MAKING OF THE LOANS BY THE BANKS TO
OPERATING SUBSIDIARY AND MEXICO SUBSIDIARY PURSUANT TO THE TERMS AND CONDITIONS
SET FORTH IN THE CREDIT AGREEMENT.
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 GUARANTY.
UNLESS OTHERWISE DEFINED HEREIN, THE
CAPITALIZED TERMS USED HEREIN WHICH ARE DEFINED IN THE CREDIT AGREEMENT SHALL
HAVE THE MEANINGS SPECIFIED THEREIN.
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the adequacy, receipt and sufficiency of which are hereby
acknowledged, the Guarantor hereby agrees as follows:
SECTION 1.
GUARANTY.
SUBJECT TO SECTION 22 HEREOF, THE GUARANTOR HEREBY
UNCONDITIONALLY AND IRREVOCABLY (A) GUARANTEES THE PUNCTUAL PAYMENT WHEN DUE
(FOLLOWING ANY APPLICABLE GRACE PERIOD OR OPPORTUNITY TO CURE), WHETHER AT
STATED MATURITY, BY ACCELERATION, BY PREPAYMENT OR OTHERWISE, OF ALL OBLIGATIONS
TO THE AGENT AND THE BANKS NOW OR HEREAFTER EXISTING UNDER THE CREDIT AGREEMENT,
THE NOTES AND ALL OTHER LOAN DOCUMENTS, WHETHER FOR PRINCIPAL, INTEREST,
PREPAYMENT PREMIUM, FEES, EXPENSES, TAXES, COSTS, LOSSES, COMPENSATION,
REIMBURSEMENTS OR ANY OTHER AMOUNT PAYABLE TO THE AGENT AND THE BANKS UNDER THE
TERMS OF THE CREDIT AGREEMENT, THE NOTES AND THE OTHER