EXHIBIT 10.13
CONTINUING GUARANTY
(D.A. INTERNATIONAL, INC.)
WHEREAS, D.A. CONSULTING GROUP, INC., a Texas corporation, formerly known
as DOCUMENTATION ASSOCIATES, INC., hereinafter called "Borrower," may from time
to time become indebted to SOUTHWEST BANK OF TEXAS, N.A., a national banking
association, hereinafter called "Lender."
FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, and to induce Lender, at its option, at any time or from time to
time to lend money to Borrower, the undersigned (individually and collectively
called "Guarantor") hereby (jointly and severally if more than one)
unconditionally guarantees unto Lender the prompt and complete payment of the
Guaranteed Indebtedness (as herein defined) when due (whether at its stated
maturity, by acceleration or otherwise) in accordance with the terms of the Loan
Documents (as herein defined).
The term "Guaranteed Indebtedness," as used herein, means all indebtedness
of every kind and character, whether now existing or hereafter arising, of
Borrower to Lender, whether direct or indirect, primary or secondary, joint or
several, fixed or contingent and whether evidenced by note, draft, open account,
acceptance, overdraft, line of credit, endorsement, guaranty, security
agreement, loan agreement, application for letter of credit or otherwise, and
without limit as to amount except that if, but only if, the following blank in
this sentence is filled in, the amount of the Guaranteed Indebtedness shall be
limited to the aggregate at any one time to the principal sum of $ [unlimited]
(but see the last paragraph of this Guaranty) together with interest thereon,
and all penalties, costs, fees and expenses (including, but not limited to,
attorneys' fees) as provided for under any of the Loan Documents and as incurred
by Lender in connection with any of the foregoing indebtedness, including, but
not limited to, collecting or attempting to collect any of the foregoing
indebtedness from Borrower or incurred by Lender in connection with this
Guaranty (including, but not limited to, attorneys' fees and costs of
collection). The term "Other Indebtedness," as used herein, means all
indebtedness, if any, of Borrower to Lender that is not Guaranteed Indebtedness.
"Loan Documents," as used herein, shall include each and every note, draft, line
of credit, loan agreement, application for letter of credit, guaranty or other
similar document or instrument (if any) at any time and from time to time
executed in connection with the Guaranteed Indebtedness, all amendments,
modifications, restatements, supplements, endorsements, renewals, extensions and
rearrangements thereof and substitutions therefor, and each and every deed of
trust, mortgage, security agreement, pledge, assignment or other similar
instrument (if any), at any time and from time to time securing, in whole or in
part, the Guaranteed Indebtedness. "Collateral Proceeds" shall mean any
proceeds, credits or recoveries from any source, including, without limitation,
all proceeds, credits and amounts received from the exercise of any Non-
Exclusive Remedy. "Non-Exclusive Remedies" shall mean the right, power and
privilege of Lender, following the occurrence of a default or an event of
default hereunder or under any of the other Loan Documents, (a) to receive and
obtain payment of all or a portion of the Guaranteed Indebtedness and (b) to
seek and obtain performance of the obligations, covenants and agreements of
Borrower and each Guarantor to and with Lender, through pursuit of, among other
remedies, rights and privileges, one or more of the following remedies, rights
and privileges:
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(i) foreclosure of any liens and security interests relating to the
Loan Documents to the full extent of the value of the collateral
securing the Guaranteed Indebtedness;
(ii) enforcement of Borrower's monetary obligations to Lender under the
Loan Documents;
(iii) enforcement of any Guarantor's monetary obligation to Lender under
this Guaranty;
(iv) enforcement of all other obligations, covenants and agreements of
Borrower, any of its joint venturers or partners, and any Guarantor
under the Loan Documents, whether through any judicial or non-
judicial foreclosure, self-help or other repossession of collateral
or security, institution of suit, settlement, compromise,
enforcement of specific performance or any other means which Lender
may elect in its sole discretion;
(v) recovery against Borrower, any of its joint venturers or partners,
for appropriation by the Borrower, any of its joint venturers or
partners, to its own use of any rents, revenues, insurance
proceeds, deposits, distributions or other property of a similar
nature after Lender shall have become entitled thereto; and
(vi) enforcement of all other rights, remedies, powers and privileges of
Lender under the Loan Documents or allowed by law.
The foregoing list of Non-Exclusive Remedies is not an exhaustive or
exclusive list, but is cumulative of all rights, remedies, powers and privileges
of Lender under the Loan Documents and at law.
This Guaranty is unconditional and absolute, and if for any reason all or
any portion of the Guaranteed Indebtedness shall not be paid promptly when due,
Guarantor will immediately (jointly and severally if more than one) pay the same
to Lender or any other person or entity entitled thereto, regardless of any
defense, right of setoff or counterclaim which Borrower may have or assert, and
regardless of whether Lender or any other person or entity shall have taken any
steps to enforce any rights against Borrower or any other entity to collect such
sum, and regardless of any other condition or contingency. This Guaranty shall
also cover interest on the Guaranteed Indebtedness (as provided for in the Loan
Documents) and all reasonable expenses incurred by Lender in enforcing any of
the Loan Documents, this Guaranty, or both.
The obligations, covenants, agreements and duties of each Guarantor under
this Guaranty shall in no way be affected or impaired by reason of the happening
from time to time of any of the following with respect to the Loan Documents,
without the necessity of any notice to, or further consent of any Guarantor:
(a) the release or waiver, by operation of law or otherwise, of the performance
or observance by Borrower or any co-guarantor, surety, endorser or other obligor
of any express or implied agreement, covenant, term or condition in any of the
Loan Documents to be performed or observed by such party; (b) the extension of
the time for the payment of all or any portion of the Guaranteed Indebtedness or
any other sums payable under the Loan Documents or the extension of time for the
performance of any other obligation under, arising out of or in connection with
the Loan Documents; (c) the supplementing, modification or amendment (whether
material or otherwise) of any of the Loan Documents or of the obligations of
Borrower, any Guarantor or any surety for Borrower set forth in the Loan
Documents or otherwise; (d) any failure, omission, delay or lack of diligence on
the part of Lender, or any other person or entity, to enforce, assert or
exercise any right, privilege, power or remedy conferred on Lender or any other
person or entity in any of the Loan Documents, or any action on the part of
Lender or such other person or entity granting indulgence or extension of any
kind; (e) the release of any security under any deed of trust, mortgage,
security agreement, pledge, assignment or other Loan Document, or the release,
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modification, waiver or failure to enforce any pledge, security device,
insurance agreement, bond or other guaranty, surety or indemnity agreement
whatsoever; (f) the release, modification, waiver or failure to enforce any
right, benefit, privilege or interest under any contract or agreement, under
which the rights of Borrower or any other obligor have been collaterally or
absolutely assigned, or in which a security interest has been granted to Lender
as direct or indirect security for payment of the Guaranteed Indebtedness or
performance of any obligations to Lender; (g) the voluntary or involuntary
liquidation, dissolution, sale of any collateral, marshalling of assets and
liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or deficiency readjustment
of debt of, or other similar proceedings affecting Borrower or any other surety
for Borrower or any of the assets of Borrower; (h) any invalidity of or defect
or deficiency in any of the Loan Documents or failure to acquire, perfect or to
maintain perfection of any lien on or security interest in any collateral
securing payment of the Guaranteed Indebtedness or any portion thereof or
performance of Borrower's or any other person's obligations under the Loan
Documents or securing this Guaranty; (i) the settlement, compromise or
subordination of any obligation guaranteed hereby or hereby incurred; (j) the
insanity, minority or other disability or bankruptcy, insolvency, death or
corporate dissolution of Borrower (even though the same shall render the
Guaranteed Indebtedness void or unenforceable or uncollectible, in whole or in
part, as against Borrower); and (k) the receipt of any Collateral Proceeds by
Lender from whatever source, each Guarantor hereby expressly agreeing that,
unless otherwise agreed to by Lender in writing, Collateral Proceeds shall not
be applied to reduce the Guaranteed Indebtedness unless and until Lender has
determined, in its sole discretion, that all Other Indebtedness has been fully
paid and satisfied and that all obligations, if any, of Lender to advance monies
to or on behalf of Borrower pursuant to the Loan Documents have terminated.
Each Guarantor hereby WAIVES marshalling of assets and liabilities, sale in
inverse order of alienation, notice of acceptance of this Guaranty and of any
liability to which it applies or may apply, presentment, demand for payment,
protest, notice of non-payment, notice of dishonor, notice of acceleration,
notice of intent to accelerate and all other notices and demands, collection
suit or taking of any other action by Lender. Further, each Guarantor expressly
waives each and every right to which it may be entitled by virtue of the
suretyship law of the State of Texas, including, without limitation, any rights
it may have pursuant to Rule 31, Texas Rules of Civil Procedure, Chapter 34 of
the Texas Business and Commerce Code and Section 17.001, Texas Civil Practice
and Remedies Code.
This is an absolute guaranty of payment and not of collection, and each
Guarantor WAIVES any right to require that any action be brought against
Borrower or any other person or entity. Should Lender seek to enforce the
obligations of any Guarantor by action in any court, such Guarantor WAIVES any
necessity, substantive or procedural, that a judgement previously be rendered
against Borrower or any other person or entity or that Borrower or any other
person or entity be joined in such cause or that a separate action be brought
against Borrower or any other person or entity; the obligations of each
Guarantor hereunder are several from those of Borrower or any other person or
entity (including any other surety for Borrower), and are primary obligations
concerning which each Guarantor is the principal obligor. All waivers herein
contained shall be without prejudice to Lender at its option to proceed against
Borrower or any other person or entity, whether by separate action or by
joinder. Notwithstanding any payment or payments made by any Guarantor
hereunder or any setoff or application of funds of any Guarantor by Lender, no
Guarantor shall be entitled to be subrogated to any of the rights of Lender
against Borrower or any collateral security or rights of offset held by Lender
for
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the payment of the Guaranteed Indebtedness until all of the Guaranteed
Indebtedness is paid in full and all obligations (if any) of Lender to extend
credit to Borrower in connection with the Loan Documents shall have terminated.
This is a continuing guaranty, and all extensions of credit and financial
accommodations heretofore, concurrently herewith or hereafter made by Lender to
Borrower shall be conclusively presumed to have been made in acceptance of and
reliance on this Guaranty.
This Guaranty is an absolute and unconditional guaranty of the Guaranteed
Indebtedness, is irrevocable (except as stated elsewhere in this paragraph) and
shall continue in full force and effect until payment in full of the Guaranteed
Indebtedness. In the event of the death of any Guarantor, the obligations of
the deceased shall continue in full force and effect as to all indebtedness
guaranteed hereby prior to the day five business days after the day on which
Lender shall have received notice in writing of the termination of this Guaranty
as hereinabove set forth. Each Guarantor shall remain fully liable hereunder in
accordance with the terms set forth herein notwithstanding a revocation by, or
the death of, or complete or partial release for any cause of, any one or more
of the remainder of the undersigned, or of Borrower or of anyone liable in any
manner for the liabilities (including those hereunder) incurred directly or
indirectly in respect thereof or hereof, and notwithstanding the dissolution,
termination or change in personnel of any one or more of the undersigned.
Each Guarantor agrees that so long as all or any part of the Guaranteed
Indebtedness remains unpaid: (a) Lender may determine in its sole discretion
which Non-Exclusive Remedy or Non-Exclusive Remedies to pursue and Lender may
pursue any one or more of the Non-Exclusive Remedies without prejudice to the
right of Lender to pursue any other Non-Exclusive Remedy (including enforcement
and collection of this Guaranty); (b) except as expressly provided herein or
agreed to by Lender, the receipt of sums by Lender through pursuit of any one or
more Non-Exclusive Remedies shall not prejudice the right of Lender to receive
payment of sums through pursuit of any other Non-Exclusive Remedy, and the
rights of Lender under the Loan Documents are cumulative; (c) realization upon
the collateral security or guaranties and the other obligations provided for in
any Loan Documents and application of the proceeds thereof to reduce the
Guaranteed Indebtedness shall not affect or impair Lender's right to seek
enforcement of any other Loan Documents in accordance with their respective
terms; and (d) Lender may apply any sums realized through pursuit of any
Non-Exclusive Remedy toward payment of principal, interest and other expenses
owing by Borrower, by any Guarantor or by any other obligor or surety in such
order of priority and manners as Lender may elect in its sole discretion.
Guarantor (jointly and severally if more than one) represents and warrants
to Lender that: (a) as to any Guarantor which is a corporation, it is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, is duly qualified and in good standing in each
other jurisdiction in which the conduct of its business or the maintenance of
its property so requires, and has full power and authority to carry on its
business as presently conducted and to execute, deliver and perform this
Guaranty; (b) this Guaranty has been duly authorized, executed and delivered by
such Guarantor and constitutes a legal, valid and binding obligation of such
Guarantor enforceable in accordance with its terms; (c) the execution, delivery
and performance of this Guaranty (i) do not and will not violate any Guarantor's
articles of incorporation, certificate of incorporation, bylaws or any other
restriction by which any Guarantor or any of its properties may be bound, (ii)
do not and will not violate or conflict with any law, governmental rule or
regulation or any judgment, writ, order, injunction, award or decree of any
court, arbitrator, administrative agency or other governmental authority
applicable to any Guarantor or any indenture, mortgage, contract, agreement or
other undertaking to which any
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Guarantor is a party or by which any Guarantor or any of its property may be
bound or affected, and (iii) do not and will not require any consent of any
other person or any consent, license, permit, authorization or other approval
of, registration with, any giving of notice to or any exemption by, any court,
arbitrator, administrative agency or other governmental authority; (d) there is
no action, suit or proceeding pending or, to the knowledge of Guarantor,
threatened against of affecting any Guarantor before any court or administrative
agency which might result in any material adverse change in the business or
financial condition of any Guarantor; (e) each Guarantor has filed all federal
and state tax returns which are required to be filed, and has paid all taxes
as shown on said returns and all assessments against the property of such
Guarantor to the extent that such taxes and assessments have become due and
payable; (f) no Guarantor is a party to any contract or agreement which
materially and adversely affects the business, property or assets, or financial
condition of such Guarantor; (g) all information supplied and statements made to
Lender by or on behalf of any Guarantor prior to, contemporaneously with or
subsequent to the execution of this Guaranty are and shall be true, correct,
complete, valid and genuine; (h) all financial statements and applications for
credit furnished to Lender by or on behalf of any Guarantor fully and accurately
present the financial condition of the subject thereof as of the dates thereof
and for the periods then ended; (i) no material adverse change has occurred in
the financial condition reflected in such financial statements and applications
for credit since the respective dates thereof; (j) no Guarantor is in default
with respect to any order, writ, injunction, decree or demand of any court or
other governmental authority, or in the payment of any indebtedness for borrowed
money or under the terms or provisions of any agreement or instrument evidencing
or securing any such indebtedness; (k) as to any Guarantor which is a
corporation, the execution and delivery of this Guaranty to Lender will benefit
directly or indirectly such Guarantor; and (l) no representation or warranty
contained in this Guaranty and no statement contained in any certificate,
schedule, list, financial statement or other instrument furnished to Lender
contains, or will contain, any untrue statement of material fact or omits or
will omit, to state a material fact necessary to make the statement contained
herein or therein not misleading.
Each Guarantor shall furnished to Lender all such financial statements and
other information relating to the financial condition, properties and affairs of
such Guarantor as Lender may from time to time request.
No Guarantor will change its address, name or identity without notifying
Lender of such change in writing at least thirty (30) days prior to the
effective date of such change.
Upon the occurrence of any of the following events: (a) Borrower's failure
to pay any Guaranteed Indebtedness when due or any other default or event of
default under any terms of the Loan Documents; or (b) any representation or
warranty made by or on behalf of any Guarantor herein or in any writing
furnished in connection with or pursuant to this Guaranty shall be incorrect,
false or misleading on the date as of which made; or (c) any Guarantor shall
default in the punctual and complete performance or observance of any agreement,
covenant, term or condition contained herein or in any instrument given to
secure Guarantor's obligations hereunder; or (d) any Guarantor shall fail to pay
at maturity, or within any applicable period of grace, any obligation for
borrowed monies or advances in excess of $10,000.00, or fail to observe or
perform any term, covenant or agreement contained in any agreement or obligation
by which it is bound evidencing or securing borrowed money for such period of
time as would accelerate, or would permit the holder thereof, or of any
obligation issued thereunder, to accelerate, the maturity thereof, or of any
such obligation; or (e) a final judgment or judgments in the aggregate for the
payment of money in excess of $100,000.00 shall be rendered
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against any Guarantor and the same shall remain undischarged for a period of
thirty (30) days during which execution shall not effectively be stayed; or (f)
any Guarantor shall claim, or any court shall find or rule, that Lender does not
have a valid lien on any security which may have been provided by any Guarantor
or such other person for the Guaranteed Indebtedness; or (g) any Guarantor shall
make a general assignment for the benefit of creditors or shall petition or
apply to any tribunal for the appointment of a custodian, liquidator, trustee or
receiver of all or any substantial part of the business, estate or assets of any
Guarantor or shall commence any proceeding relating to such Guarantor or its
property under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect; or (h) any such petition or application
shall be filed or any such proceeding shall be commenced against any Guarantor,
and such Guarantor by any act or omission shall indicate approval thereof,
consent thereto or acquiescence therein, or an order shall be entered appointing
any such custodian, liquidator, trustee or receiver of all or any substantial
part of the assets of any Guarantor, or granting relief to any Guarantor or
approving the petition in any such proceeding, and such order shall remain in
effect for more than sixty (60) days; or (i) any Guarantor shall fail generally
to pay its debts as they become due, or suffer any writ of attachment or
execution or any similar process to be issued or levied against it or any
substantial part of its property which is not released, stayed, bonded or
vacated within sixty (60) days after its issue or levy; or (j) any Guarantor
shall have concealed, removed, or permitted to be concealed or removed, any part
of its property, with intent to hinder, delay or defraud its creditors or any of
them, or made or suffered a transfer of any of its property which would be
fraudulent under any bankruptcy, fraudulent conveyance or similar law; or shall
have made any transfer of its property to or for the benefit of a creditor at a
time when other creditors similarly situated have not been paid or shall have
suffered or permitted, while insolvent, any creditor to obtain a lien upon any
of its property through legal proceedings or distraint which is not vacated
within sixty (60) days from the date thereof; or (k) as to any Guarantor who is
an individual, such Guarantor shall die and his estate or a substantial part of
such estate shall be distributed by the executor or administrator thereof to his
heirs or in accordance with such Guarantor's will prior to all the distributees
of such estate or part thereof (by an instrument approved in form and substance
by Lender) either (i) jointly and severally assuming all of such deceased
Guarantor's obligation hereunder or (ii) to secure the payment of the Guaranteed
Indebtedness effectively pledging, mortgaging or otherwise creating a first lien
(but without any personal liability on such distributee's part) on a portion of
the assets of such estate valued by a qualified appraiser approved by Lender at
not less than the principal amount of the Guaranteed Indebtedness then
outstanding; or (l) as to any Guarantor which is a corporation, partnership or
joint venture, the dissolution, liquidation or termination of existence of such
Guarantor or the sale, conveyance, lease or other disposition of a substantial
part of the assets of such Guarantor; or (m) any adverse material change shall
occur in the assets, liabilities, financial condition, business operations,
affairs or circumstances of any Guarantor, then an event of default under this
Guaranty shall have occurred and the holder or holders of the Guaranteed
Indebtedness may, at its or their option, declare the unpaid balance of the
Guaranteed Indebtedness, together with all interest then accrued thereon, to be
immediately due and payable, and thereupon the Guaranteed Indebtedness shall
immediately due and payable and thereupon the Guaranteed Indebtedness shall
immediately be due and payable without presentation, notice of protest, other
notice of dishonor, notice of intent to accelerate, or notice of acceleration,
all of which are hereby expressly WAIVED by each Guarantor.
If, at any time, there be Other Indebtedness, (a) Lender, without in any
manner impairing its rights hereunder, may, at its option, exercise rights of
offset by applying first, to the Other Indebtedness, any deposit balances to the
credit of Borrower and (b) except as stated in the last sentence of this
paragraph, Lender may
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apply, first, to the Other Indebtedness, all payments by Borrower and all
amounts realized by Lender from collateral or security held by Lender for the
payment of Borrower's indebtedness. If a particular security instrument
expressly requires an application different from that permitted under the
preceding sentence, proceeds realized by Lender from such security instrument
shall be applied as provided in such instrument.
If more than one person executes this Guaranty, their obligations under
this Guaranty shall be joint and several. Suit may be brought against such
person jointly and severally or against any one or more but less than all of
them, without impairing or releasing the rights of Lender against any other such
person.
No delay on the part of Lender in exercising any right hereunder or
failure to exercise the same shall operate as a waiver of such right, nor shall
any single or partial exercise of any right, power or privilege bar any further
or subsequent exercise of the same or any other right, power or privilege.
This Guaranty shall not be changed orally, but shall be changed only by
agreement in writing signed by the person against whom enforcement of such
chance is sought.
Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering the same against receipt
therefor or (except as otherwise expressly provided herein) by depositing the
same in the United States Postal Service, postage prepaid, registered or
certified mail, return receipt requested, addressed to the respective parties
at the address shown below or to such other address as the intended recipient
may have specified in a prior written notice received by the sender (and if so
given, shall be deemed given on the business day following the day on which such
communication was mailed).
The masculine and neuter genders used herein shall each include the
masculine, feminine and neuter genders and the singular number used herein shall
include the plural number. The words "person" and "entity" shall include
individuals, corporations, partnerships, joint ventures, associations, joint
stock companies, trusts, unincorporated organizations, and governments and any
agency or political subdivision thereof.
This Guaranty shall be binding upon each Guarantor, his heirs, devisees,
executors, administrators, personal representatives, trustees, receivers,
successors and assigns and shall inure to the benefit of, and be enforceable by,
Lender and its successors and assigns and each and every other person who shall
from time to time be or become the owner or holder of any of the Guaranteed
Indebtedness, and each and every reference herein to "Lender" shall also include
each and every successor or holder. No Guarantor shall assign its obligations
hereunder without the prior written consent of Lender. This Guaranty may be
executed in multiple counterparts, and each counterpart executed by any party
shall be deemed an original and shall be binding upon the person or entity
executing the same, irrespective of whether any other Guarantor has executed
that or any other counterpart of this Guaranty. Production of any counterpart
other than the one to be enforced shall not be required.
This Guaranty shall be governed by and construed and interpreted in
accordance with the laws of the United States of America and the State of Texas.
The county in which Lender has its principal place of business in Texas shall be
the proper place of venue to enforce payment or performance of this Guaranty.
Each Guarantor irrevocably agrees that any legal proceeding arising out of or in
connection with this Guaranty shall
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be brought in the state district courts of the county in which Lender has its
principal place of business in Texas, or in the United States District Court for
the district in which such county is located.
Notwithstanding anything to the contrary herein, with respect to any
portion of the Guaranteed Indebtedness which is a "consumer credit obligation"
(hereinafter called a "consumer credit obligation") as defined in 12 C.F.R. 227
Regulation AA, promulgated by the Federal Reserve Board (hereinafter called
"Regulation AA"), this Guaranty shall be construed as to comply with Regulation
AA. In the event any provision hereof, including, without limitation, any waiver
provision, shall be found by either Lender or a court of competent jurisdiction
to be in violation of Regulation AA, then such provision only shall
automatically become a nullity as to such consumer credit obligation and shall
have no further force and effect with respect thereto, without, however,
rendering such provision unenforceable as to any portion of this Guaranty,
unenforceable as to any of the Guaranteed Indebtedness or rendering this entire
Guaranty unenforceable and without in any other manner cancelling, amending,
discharging or limiting this Guaranty.
If any other person or entity shall with respect to any of the
Guaranteed Indebtedness at any time execute and deliver any guaranty, or any
other agreement or document with substantially the same effect as a guaranty, or
grant any collateral security, the obligations of each Guarantor hereunder shall
be joint and several with the obligations of such other person or entity
pursuant to such agreement or document and the agreement or document granting
such collateral security.
Nothing herein shall be construed to cancel, amend, discharge or limit
any other guaranty or similar obligation executed by any Guarantor in favor of
Lender. If (a) any Guarantor shall have previously executed any other guaranty
in favor of Lender which has not been cancelled, terminated or revoked and (b)
the blank in the third paragraph of this Guaranty has been filled in, then the
aggregate amount of the Guaranteed Indebtedness shall (notwithstanding any limit
stated in said blank) be limited to the aggregate of the debt guaranteed by all
such previous uncancelled, unrevoked and unterminated guaranties plus the amount
to which this Guaranty is limited (as stated in that blank).
THIS WRITTEN CONTINUING GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
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THIS GUARANTY is executed as of the 27th day of May, 1997.
GUARANTOR:
D.A. INTERNATIONAL, INC.
a Texas corporation
By: /s/ Xxxxxxx Xxxxxx
-----------------------------
Name: Xxxxxxx Xxxxxx
---------------------------
Title: CFO
--------------------------
Address of Guarantor
00000 XX Xxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
LENDER:
SOUTHWEST BANK OF TEXAS, N.A.,
a national banking association
By: /s/ Xxxxxx X. XxXxx, Xx. Vice President
-----------------------------------------
Xxxxxx X. XxXxx, Senior Vice President
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THE STATE OF TEXAS )
)
COUNTY OF TEXAS )
This instrument was acknowledged before me on this the _________ day of
_____________________________, 1997, by ______________________________________,
_________________________________________________ of D. A. INTERNATIONAL, INC.,
a Texas corporation, on behalf of said corporation.
---------------------------------------
Notary Public in and for
The State of T E X A S
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