This First Amendment to Credit Agreement (" Amendment") is entered into
between Texas Capital Bank, N.A., a national banking association ("Lender") and
GulfWest Development Company, a Texas corporation, (the "Borrower") and is dated
as of October 24, 2001. Terms defined in the Credit Agreement between the Lender
and the Borrower dated November 30,2000, as amended (the "Credit Agreement"),
are used herein as therein defined, unless otherwise defined herein or the
context otherwise requires.
RECITALS:
WHEREAS, the Borrower has requested that the Lender increase the Borrowing
Base and make other changes to the Credit Agreement;
WHEREAS, the Guarantor has changed its name from GulfW est Oil Company to ~
- GulfWest Energy, Inc.
WHEREAS, contemporaneously with the execution of this Amendment, the
Borrower is acquiring certain oil and gas properties in Xxxxxx County, Texas
which will be pledged to the Lender as additional security for the Obligations;
and
WHEREAS, the Lender is willing to amend the Credit Agreement under the
terms and conditions set forth herein;
NOW, THEREFORE, the Borrower and the Lender hereby agree as follows:
1. The following definitions are hereby added to Section 1.1 of the Credit
Agreement as follows:
"First Amendment to Credit Agreement" means the First Amendment to Credit
Agreement dated October 24, 2001, between the Lender and the Borrower.
2. The definition of TCB Rate located in Section 1.1 of the Credit
Agreement are hereby amended and restated in its entirety as follows:
"TCB Rate" means, on any day, the greater of (i) the prime rate as
published in ~ Wall Street Journal's "Money Rates" table for such day or (ii)
five and one-half percent (5.50%). Ifmultiple prime rates are quoted in such
table, then the highest prime rate quoted therein shall be the TCB Rate. In the
event that a prime rate is not published in The Wall Street Journal's "Money
Rates" table for any reason or The Wall Street Journal is not published that
day, the Lender will choose a substitute TCB Rate, for purposes of calculating
the interest rate applicable hereunder, which is based on comparable
information, until such time as a prime rate is published in The Wall Street
Journal's "Money Rates" table. In this connection, such prime rate for each
Saturday, Sunday or day for which banks are authorized to be closed in the state
of Texas shall be the most recent prime rate so published if published no more
than three days prior to such date. Each change in the TCB Rate shall become
effective without notice to the Borrower on the effective date of each such
change.
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3. The Borrowing Base shall be $2,500,000 as of October 24, 2001, and the
an1ount by which the Borrowing Base shall automatically be reduced on November
1, 2001, and on the first day of each month thereafter shall be $36,000 per
month, until redetermined in accordance with the Credit Agreement.
4. The Borrower shall pay the Lender a facility fee of $8,000 on the date
this First Amendment to Credit Agreement is executed.
5. The Borrower shall pay the Lender an engineering fee of$3,000 on the
date this First Amendment to Credit Agreement is executed.
6. The Borrower shall execute and deliver or cause the appropriate Person
to execute and deliver such certificates, mortgages, an1endments to mortgages
and other security instruments as the Lender may from time to time reasonably
request to reflect the terms of this Amendment. --
7. GOVERNING LA W. This Agreement and the Note shall be governed and
controlled by the laws of the state of Texas without giving effect to principles
thereof relating to conflicts of law; provided, however, that Chapter 346 of the
Finance Code (which regulates certain credit loan accounts and triparty
accounts) shall not apply to the Note.
8. JURISDICTION AND VENUE. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR TEXAS STATE COURT
SITTING IN DALLAS, DALLAS COUNTY, TEXAS IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFfER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL
LIMIT THE RIGHT OF THE LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE
COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST THE LENDER OR ANY AFFILIATE OF THE LENDER INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN DALLAS, DALLAS COUNTY,
TEXAS.
9. RELEASE OF CLAIMS. The Borrower for itself, its successors and assigns
and all those at interest therewith ( collectively, the "Releasing Parties"),
jointly and severally, hereby voluntarily and forever, RELEASE, DISCHARGE AND
ACQUIT the Lender and its officers, directors, shareholders, employees, agents,
successors, assigns, representatives, affiliates and insurers (sometimes
referred to below collectively as the "Released Parties") and all those at
interest therewith of and from any and all claims, causes of action,
liabilities, damages, costs (including, without
2
limitation, attorneys' fees and all costs of court or other proceedings),
and losses of every kind or nature at this time known or unknown, direct or
indirect, fixed or contingent, which the Releasing Parties, have or hereafter
may have arising out of any act, occurrence, transaction, or omission occurring
from the beginning of time to the date of execution of this Amendment if related
to the Note or the other Loan Documents (the "Released Claims"), except that the
future duties and obligations of the Lender under the Loan Documents and the
rights of the Borrower to its funds on deposit with the Lender shall not be
included in the term Released Claims. IT IS THE EXPRESS INTENT OF THE RELEASING
PARTIES THAT THE RELEASED CLAIMS SHALL INCLUDE ANY CLAIMS OR CAUSES OF ACTION
ARISING FROM OR ATTRIBUTABLE TO THE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF ANY OF THE RELEASED PARTIES.
10. WAIVER OF RIGHTS TO JURY TRIAL. THE BORROWER AND THE LENDER EACH HEREBY
KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES
ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, COUNTERCLAIM, OR
OTHER LITIGATION THAT RELATES TO OR ARISES OUT OF ANY OF THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR THE ACTS OR OMISSIONS OF THE LENDER IN THE ENFORCEMENT OF
ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
OTHERWISE WITH RESPECT THERETO. THE PROVISIONS OF THIS SECTION ARE A MATERIAL
INDUCEMENT FOR THE LENDER ENTERING INTO THIS AGREEMENT.
11. Countemarts. For the convenience of the parties, this Amendment may be
executed in multiple counterparts, each of which for all purposes shall be
deemed to be an original, and all such counterparts shall together constitute
but one and the same agreement.
12. Except as amended hereby, the Credit Agreement shall remain
unchanged and in full force and effect.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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13. ENTIRE AGREEMENT. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF. FURTHERMORE, IN
THIS REGARD, THIS AGREEMENT AND THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT,
COLLECTIVELY, THE FINAL AGREEMENT AMONG THE PARTIES THERETO AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG SUCH
PARTIES.
IN WITNESS WHEREOF, this Amendment is deemed executed effective as of
the date first above written.
BORROWER:
By:
Name: Xxxxxx X. Xxxxxxx
Title: President
LENDER:
TEXAS CAPITAL BANK, N .A.
By:
Name: Xxxxx X. Xxxxx
Title: Vice President
4
LIMITED RECOURSE GUARANTY
Revised
(GultWest Energy, Inc. f/k/a GultWest Oil Company)
This LIMITED RECOURSE GUARANTY (the "Guaranty") dated as of November
30, 2000, (but executed on October 24, 2001) is by GultW est Energy, Inc.,
a Texas corporation (herein referred to as the "Guarantor"). The
capitalized terms used herein shall have the meanings assigned to them in
the Credit Agreement (hereinafter defined), unless they are otherwise
defined herein. This Guaranty is limited to the extent so provided in
para2raph 12 hereof.
WITNESSETH:
WHEREAS, GultWest Development Company, a Texas corpration (the
"Borrower") is arranging financing with Texas Capital Bank, N.A. (the
"Lender");
WHEREAS, the Borrower and the Lender have entered into the Credit
Agreement dated November 30, 2000, (such agreement, as the same may have
been or be from time to time supplemented or amended, or the terms thereof
waived or modified being the "Credit Agreement") which sets forth, inter
alia, the terms and conditions pursuant to which the Lender will extend
credit to the Borrower (which credit is evidenced by the Note issued by the
Borrower to the Lender pursuant to the Credit Agreement);
WHEREAS, it is a condition precedent to the obligation of the Lender
to advance additional amounts to the Borrower that the Borrower cause the
Guarantor to execute and deliver to the Lender this Guaranty;
WHEREAS, the Guarantor has changed its name from GultW est Oil Company
to GultW est Energy, Inc.; and
WHEREAS, the board 0 f directors of the Guarantor has determined that
this Guaranty may reasonably be expected to benefit, directly or
indirectly, the Guarantor;
NOW, THEREFORE, in order to induce the Lender to enter into the Credit
Agreement, in consideration of the premises and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guarantor
agrees as follows:
1. The Guarantor, as primary obligor and not as surety, hereby
irrevocably and unconditionally guarantees, independently of the Borrower,
to the Lender the due and punctual payment when due by the Borrower of all
amounts payable under the Credit Agreement, the Note and the other Loan
Documents to which the Borrower is a party, whether principal, interest or
other amounts, including, without limitation, attorneys' fees and costs of
collection. The obligations of the Borrower guaranteed hereby and described
in the preceding sentence are hereinafter referred to as the "Payment
Obligations", and are subject to the limitations provided for in paragraph
12 of this Guaranty.
1
2. The Guarantor hereby agrees that in the event that the Borrower
fails to pay any Payment Obligations for any reason (including, without
limitation, the liquidation, dissolution, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of, or other similar proceedings
affecting the status, existence, assets or obligations of the Borrower, or
the disaffirmance by the Borrower in any such proceeding of any Loan
Document to which the Borrower is a party), the Guarantor will pay such
Payment Obligations within five (5) days (the "Due Date") following the
date on which written demand is made by the Lender, subject to the
limitation on amount as set forth in Qaragraph 12 hereof.
3. The obligations of the Guarantor hereunder shall not be affected by
(i) the genuineness, validity, regularity or enforceability of any of the
Borrower's obligations under the Credit Agreement, the Note or any other
Loan Document or any other document to which the Borrower is a party, or
(ii) any amendment, waiver or other modification of the Credit Agreement,
the Note or any other Loan Document or other document given or executed
with or without the -, consent of the Guarantor, or (iii) any priority or
preference to which any other obligations of the Borrower may be entitled
over the Borrower's obligations under the Credit Agreement, the Note or any
other Loan Document or other document to which the Borrower is a party, or
(iv) the release of any collateral or guaranty now or hereafter securing
the Payment Obligations, or (v) to the fullest extent permitted by
applicable law, any other circumstance which might otherwise constitute a
legal or equitable defense to or discharge of the obligations of a surety
or guarantor. This Guaranty shall continue to be effective or be
automatically reinstated, as the case may be, if, for any reason, any
payment by or on behalf of the Borrower shall be rescinded or must
otherwise be restored, whether as a result of proceedings in bankruptcy or
reorganization of the Borrower or otherwise, and the Guarantor gu(Y)antees,
absolutely, irrevocably and unconditionally that all payments made by or on
behalf of the Borrower in respect of its obligations under the Credit
Agreement, the Note and the other Loan Documents will, when made, be final.
4. This Guaranty shall constitute a guaranty of payment and not merely
of collection. The Guarantor specifically agrees that it shall not be
necessary or required, and that the Guarantor shall not be entitled to
require, that the Lender (i) file suit or proceed to obtain or assert a
claim for personal judgment against the Borrower for the Payment
Obligations, or ( ii) make any effort at a collection or enforcement of the
Payment Obligations from the Borrower, or (iii) foreclose against or seek
to realize by suit or other process from any collateral pledged as security
for the Payrrlent Obligations, or (iv) file suit or proceed to obtain or
assert a claim for personal judgment against any other Person liable for
the Payment Obligations, or (v) make any effort at collection or
enforcement of the Payment Obligations from any such other Person, or (vi)
exercise or assert any other right or remedy to which the Lender is or may
be entitled in connection with the Payment Obligations or any security or
other guaranty therefor, or (vii) assert or file any claim against the
assets of the Borrower or any other guarantor or other Person liable for
the Payment Obligations, or any part thereof, before or as a condition of
enforcing the liability of the Guarantor under this Guaranty or requiring
payment of said Payment Obligations by the Guarantor hereunder, or at any
time thereafter.
5. The Guarantor waives notice of the acceptance of this Guaranty and
of the performance or nonperformance by the Borrower, demand for payment or
performance from the Borrower, or any other Person and notice of nonpayment
or failure to perform on the part of the
2
Borrower and all demands whatsoever, other than the demand for payment
hereunder provided for in Qaragraph 2 hereof.
6. No amendment of or supplement to this Guaranty, or waiver or
modification of or consent under the terms hereof, shall be effective
unless evidenced by an instrument in writing signed by the Guarantor and
the Lender.
7. All payments hereunder shall be made in the currency of the United
States of America and at the place and in the manner as provided in the
Credit Agreement and the Note for payments by the Borrower.
8. The Guarantor hereby subordinates any and all claims it may have
against the Borrower, including without limitation, all indebtedness of the
Borrower to the Guarantor and any and all claims arising in respect of
payments made by the Guarantor pursuant to this Guaranty, whether now
existing or hereafter arising, to any and all claims by the_Lender for
amounts owing ~- from the Borrower to the Lender under the Credit Agreement
and the Note.
9. Irrespective of any payment by the Guarantor pursuant to this
Guaranty, the Guarantor will not be subrogated in place of and to the
claims and demands of the Lender or any other Person to whom payment has
been made, nor will the Guarantor have any right to participate in any Lien
or security now or hereafter held by or on behalf of the Lender until
payment in full of all amounts guaranteed hereby and performance of all
obligations undertaken herein.
10. Any notices or other communications required or permitted to be
given herein must be (i) given in writing and personally delivered or
mailed by prepaid certified or registered mail, or (ii) made by facsimile
delivered or transmitted, to the party to whom such notice of communication
is directed, to the address of such party as follows: (A) Guarantor:
GulfWest Energy, Inc., 000 X. Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxx,
Xxxxx 00000 (Attention: Xxxxxx X. Xxxxxxx); (B) Lender: Texas Capital Bank,
N.A., 0000 XxXxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (Attention:
Energy Group), with a copy to Xxxxxxx Xxxxxx L.L.P., 000 Xxxx Xxxxxx, Xxxxx
0000, Xxxxxx, Xxxxx 00000 (Facsimile No. 214-953-5822) (Attention: Xxxxx X.
XxXxxxxxx). Any notice to be mailed or personally deliver~d may be mailed
or delivered to the principal offices of the party to whom such notice is
addressed. Any such notice or other communication shall be deemed to have
been given (whether actually received or not) on the day it is mailed or
personally delivered as aforesaid or, if transmitted by facsimile, on the
day that such notice is transmitted as aforesaid. Any party may change its
address for purposes of this Agreement by giving notice of such change to
the other parties pursuant to this paragraph.
11. The Guarantor waives any and all rights and remedies of
suretyship, includjng, without limitation, those it may have or be able to
assert by reason of the provisions of Chapter 34 of the Texas Business and
Commerce Code. The Guarantor waives any defense arising by reason of any
disability, lack of corporate authority or power, or other defense of the
Borrower or any other guarantor of all or any part of the Obligations. The
Guarantor expressly waives all notices of any kind, presentment for
payment, demand for payment, protest, notice of protest, notice of intent
to accelerate maturity, notice of acceleration of maturity, dishonor,
diligence, notice of any amendment of any Loan Document, notice of any
adverse change in the financial condition of the Borrower, notice of any
adjustment, indulgence, forbearance, or compromise that might be granted or
given by
3
the Lender to the Borrower and notice of acceptance of this Guaranty,
acceptance on the part of the , .. Lender being conclusively presumed by its
request for this Guaranty and the delIvery of thIS Guaranty to the Lender.
12. Other than as provided in Qaragraph 14 hereof and in the sentence
following, collection of amounts due under this Guaranty shall be limited to
enforcement of the security documents securing this Guaranty. In this connection
and as a condition to the limitations set forth in the preceeding sentence, the
Guarantor shall deliver and cause at all times to be delivered to the Lender
100% of the Equity Interests in the Borrower together with stock powers with
respect thereto executed in blank.
13. In the event any part of the Payment Obligations are secured by an
interest in real property in Texas ("Real Property"), and such interest is
foreclosed upon pursuant to a judicial or nonjudicial foreclosure sale,
Guarantor agrees as follows: Notwithstanding the provisions of Section
51.003,51.004, and 51.005 of the Texas Property Code (as the same maybe amended
from time to ~- time), and to the extent permitted by law, Guarantor agrees that
Lender shall be entitled to seek a deficiency judgment from Guarantor and any
other party obligated on the Payment Obligations equal to the difference between
the amount owing on the Payment Obligations and the amount for which the Real
Property was sold pursuant to judicial or nonjudicial foreclosure sale.
Guarantor expressly recognizes that this section constitutes a waiver of the
above-cited provisions of the Texas Property Code which would otherwise permit
Guarantor and other Persons against whom recovery of deficiencies is sought or
guarantors independently (even absent the initiation of deficiency proceedings
against them) to present competent evidence of the fair market value of the Real
Property as of the date of the foreclosure sale and offset against any
deficiency the amount by which the foreclosure sale price is determined to be
less than such fair market value. Guarantor further recognizes and agrees that
this waiver creates an irrebuttable presumption that the foreclosure sale price
is equal to the fair market value of the Real Property for purposes of
calculating deficiencies owed by the Borrower, Guarantor, and others against
whom recovery of a deficiency is sought. Alternatively, in the event this waiver
is determined by a court of competent jurisdiction to be unenforceable, the
following shall be the basis for the finder of fact's determination of the fair
market value of the Real Property as of the date of the foreclosure sale in
proceedings governed by sections 51.003, 51.004, and 51.005 of the Texas
Property Code (as amended from time to time): (a) The Real Property shall be
valued in an "as is" condition as of the date of the foreclosure sale, without
any assumption or expectation that the Real Property will be repaired or
improved in any manner before a resale of the Real Property after foreclosure;
(b) The valuation shall be based upon an assumption that the foreclo~ure
purchaser desires a prompt resale of the Real Property for cash promptly (but no
later than twelve months) following the foreclosure sale; (c) All reasonable
closing costs customarily borne by the seller in a commercial real estate
transaction or oil and gas property transaction should be deducted from the
gross fair market value of the Real Property, including, without limitation,
brokerage commissions, title insurance, title opinions, a survey of the Real
Property, tax prorations, attorney's fees, and marketing costs; (d) The gross
fair market value of the Real Property shall be further discounted to account
for any estimated holding costs associated with maintaining the Real Property
pending sale, including, without limitation utilities expenses, property
management fees, taxes and assessments (to the extent not accounted for in
~xxxxx (c) above), and other maintenance expenses; and (e) Any expert opinion,
title opinions, testimony given or considered in connection with a determination
of the fair market value of the Real Property must be
4
given by persons who have at least five years experience in appraising
property similar to the Real Property and who have conducted and prepared a
complete written appraisal of the Real Property taking into consideration the
factors set forth above.
14. If this Guaranty is placed in the hands of an attorney for collection
or is enforced by suit or through probate or bankruptcy court or through any
other judicial proceedings, the Guarantor shall pay to the Lender an amount
equal to the reasonable attorneys' fees and collection costs incurred by the
Lender in the collection or enforcement of this Guaranty.
15. The Guarantor (i) agrees to maintain its corporate existence and good
standing in the State of Texas, (ii) represents and warrants to the Lender that
the representations and warranties applicable to the Guarantor in the Credit
Agreement are true and correct and (iii) agrees to comply with and be bound by
the covenants and agreements in the Credit Agreement concerning the Guarantor. ~
~ - 16. JURISDICTION AND VENUE. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR TEXAS STATE COURT
SITTING IN DALLAS, DALLAS COUNTY, TEXAS IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW
ORHEREAFfERHA VE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN
SHALL LIMIT THE RIGHT OF THE LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN
THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST THE LENDER OR ANY AFFILIATE OF THE LENDER INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN DALLAS, DALLAS COUNTY,
TEXAS.
17. WAIVER OF RIGHTS TO JURY TRIAL. THE GUARANTOR, BY SIGNING BELOW, AND
THE LENDER, BY ITS REQUEST FOR THIS GUARANTY, HEREBY KNOWINGLY, VOLUNTARILY,
INTENTIONALLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVE ALL RIGHTS TO TRIAL BY
JURY IN ANY ACTION, SUIT, PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION THAT
RELATES TO OR ARISES OUT OF ANY OF THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR
THE ACTS OR OMISSIONS OF THE LENDER IN THE ENFORCEMENT OF ANY OF THE TERMS OR
PROVISIONS OF THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR OTHERWISE WITH RESPECT
THERETO. THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT FOR THE
LENDER'S ENTERING INTO THE CREDIT AGREEMENT.
18. This Guaranty (i) may be executed in several counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument and (ii)
5
shall be binding upon the heirs, personal represinatives sucessors and
assighns of the Guarantor and shall insure to the benefit of, and to the benefit
of, and shall be enforcable by, any party entitled to the benefit of this
Guaranty, and their respective successors and assighns. The Guantor may not
assighn his or its obligations hereunder.
19. This Guaranty shall be goverened by and construed in accourdance with
the internal laws of the State of Texas.
20. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES
HERETO WITH RESECT TO THE SUBJECT HERREOF. FURTHERMORE, IN REGARD TO, THIS
AGREEMENT AND THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT, COLLECTIVELY, THE
FINAL AGREEMENT AMONG THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENT OF SUCH
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG SUCH PARTIES.
In witness whereof, the Guarantor has caused this Guarantyto be duly
executed as of the date first heirinabove set forth.
GULFWESTENERGY, INC.
BY:
Xxxxxx X. Xxxxxxx, President
