Loan Document, as defined
in the Credit Agreement, and is subject to the provisions of the Credit
Agreement governing Loan Documents. Guarantors hereby ratify, confirm and
approve the Credit Agreement and the other Loan Documents and, in particular,
any provisions thereof which relate to Guarantor.
Section 18. Counterparts; Fax. This Guaranty may be executed in any
number of counterparts, each of which when so executed shall be deemed to
constitute one and the same Guaranty. This Agreement may be validly executed and
delivered by facsimile or other electronic transmission.
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SECTION 19. GOVERNING LAW. THIS GUARANTY IS TO BE PERFORMED IN THE
STATE OF COLORADO AND SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF SUCH STATE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAW. GUARANTOR HEREBY IRREVOCABLY SUBMITS ITSELF TO THE NON-EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS OF SUCH STATE. EACH GUARANTOR
HEREBY IRREVOCABLY DESIGNATES AND APPOINTS CT CORPORATION SYSTEM, AS AGENT OF
SUCH GUARANTOR TO RECEIVE SERVICE OF ALL PROCESS BROUGHT AGAINST SUCH GUARANTOR
WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN COLORADO, SUCH SERVICE
BEING HEREBY ACKNOWLEDGED BY SUCH GUARANTOR TO BE EFFECTIVE AND BINDING SERVICE
IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS SO SERVED SHALL ALSO, IF PERMITTED
BY LAW, BE SENT BY REGISTERED MAIL TO SUCH GUARANTOR AT ITS ADDRESS SET FORTH
BELOW, BUT THE FAILURE OF SUCH GUARANTOR TO RECEIVE SUCH COPIES SHALL NOT AFFECT
IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. EACH GUARANTOR SHALL
FURNISH TO AGENT A CONSENT OF CT CORPORATION SYSTEM AGREEING TO ACT HEREUNDER
PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. NOTHING HEREIN SHALL AFFECT THE
RIGHT OF AGENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
LIMIT THE RIGHT OF AGENT TO BRING PROCEEDINGS AGAINST ANY GUARANTOR IN THE
COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CT CORPORATION SYSTEM SHALL
RESIGN OR OTHERWISE CEASE TO ACT AS ANY GUARANTOR'S AGENT, SUCH GUARANTOR HEREBY
IRREVOCABLY AGREES TO IMMEDIATELY DESIGNATE AND APPOINT A NEW AGENT ACCEPTABLE
TO AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE
DEEMED TO BE SUBSTITUTED FOR CT CORPORATION SYSTEM FOR ALL PURPOSES HEREOF AND
(A) PROMPTLY DELIVER TO AGENT THE WRITTEN CONSENT (IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.
SECTION 20. FINAL AGREEMENT. THIS WRITTEN AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES HERETO.
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IN WITNESS WHEREOF, Guarantors have executed and delivered this
Guaranty as of the date first written above.
ST. MARY OPERATING COMPANY
By: /s/ MILAM RANDOLPH PHARO
Milam Randolph Pharo
Vice President - Land and Legal
ST. MARY