GUARANTY AGREEMENT
WHEREAS, the execution of this Guaranty Agreement is a condition to 3-D
GEOPHYSICAL, INC., a Delaware corporation ("Borrower"), borrowing money from
FIRST INTERSTATE BANK OR TEXAS, N. A., a national banking association
("Lender"), pursuant to that certain Loan Agreement dated as of May 29, 1996,
between Borrower and Lender (such Loan Agreement, as the same may hereafter be
amended or modified from time to time, being hereinafter referred to as the
"Loan Agreement");
WHEREAS, as of the date hereof, the Guaranteed Indebtedness (defined
below) includes (i) a revolving credit loan in the amount of $3,000,000.00 and
(ii) a term loan in the original principal amount of $15,000,000.00;
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the undersigned, Geoevaluaciones, S. A. de C. V.
a Mexican corporation, the address of which is Ave. Rio Churubusco 522, Col. El
Retono, 09440 Mexico City (the "Guarantor"), hereby irrevocably and
unconditionally guarantees to Lender the full and prompt payment and performance
of the Guaranteed Indebtedness (hereinafter defined), this Guaranty Agreement
being upon the following terms:
1. The term "Guaranteed Indebtedness", as used herein, means all of the
"Obligations" (as defined in the Loan Agreement), including, without limitation,
(i) that certain promissory note in the original principal amount of $3,000,000
dated of even date herewith, (ii) that certain promissory note in the original
principal amount of $15,000,000.00 dated of even date herewith, each being
executed by Borrower and payable to the order of Lender and (iii) all renewals,
extensions and modifications thereof. The term "Guaranteed Indebtedness" shall
include future advances and any and all post-petition interest and expenses
(including attorneys' fees) whether or not allowed under any bankruptcy,
insolvency or other similar law.
2. This instrument shall be an absolute, continuing, irrevocable, and
unconditional guaranty of payment and performance, and not a guaranty of
collection, and Guarantor shall remain liable on its obligations herewith until
the payment and performance in full of the Guaranteed Indebtedness. No set-off,
counterclaim, recoupment, reduction, or diminution of any obligation, or any
defense of any kind or nature which Borrower may have against Lender or other
party, or which Guarantor may have against Borrower, Lender or any other party,
shall be available to, or shall be asserted by, Guarantor against Lender or any
subsequent holder of the Guaranteed Indebtedness or any part thereof or against
payment of the Guaranteed Indebtedness or any part thereof.
3. If Guarantor becomes liable for any indebtedness owing by Borrower
to Lender by endorsement or otherwise, other than under this Guaranty Agreement,
such liability shall not be in any manner impaired or affected hereby, and the
rights of Lender hereunder shall be
cumulative of any and all other rights that Lender may ever have against
Guarantor. The exercise by Lender of any right or remedy hereunder or under any
other instrument, or at law or in equity, shall not preclude the concurrent or
subsequent exercise of any other right or remedy.
4. In the event of default by Borrower in payment of performance of the
Guaranteed Indebtedness, or any part thereof, when such Guaranteed Indebtedness
becomes due, whether by its terms, by acceleration, or otherwise, Guarantor
shall promptly pay the amount due, thereon to Lender without notice or demand,
except as expressly provided for herein, in lawful currency of the United States
of America and it shall not be necessary for Lender, in order to enforce such
payment by Guarantor, first to institute suit or exhaust its remedies against
Borrower or others liable on such Guaranteed Indebtedness, or to enforce any
rights against any collateral which liable on such Guaranteed Indebtedness, or
to enforce any rights against any collateral which shall ever have been given to
secure such Guaranteed Indebtedness. Notwithstanding anything to the contrary
contained in this Guaranty Agreement, Guarantor hereby irrevocably waives any
and all rights it may now or hereafter have under any agreement or at law or in
equity (including, without limitation, any law subrogating the Guarantor to the
rights of Lender) to assert any claim against or seek contribution,
indemnification or any other form of reimbursement from Borrower or any other
party liable for payment of any or all of the Guaranteed Indebtedness for any
payment made by Guarantor under or in connection with this Guaranty Agreement or
otherwise.
5. If acceleration of the time form payment of any amount payable by
Borrower under the Guaranteed Indebtedness is stayed upon the insolvency,
bankruptcy, or reorganization of Borrower, all such amounts otherwise subject to
acceleration under the terms of the Guaranteed Indebtedness shall nonetheless be
payable by Guarantor hereunder forthwith on demand by Lender.
6. Guarantor hereby agrees that its obligations under this Guaranty
Agreement shall not be released, discharged, diminished, impaired, reduced, or
affected for any reason or by the occurrence of any event, including, without
limitation, one or more of the following events, whether or not with notice to
or the consent of Guarantor: (a) the taking or accepting of collateral as
securing for any or all of the Guaranteed Indebtedness or the release,
surrender, exchange, or subordination of any collateral now or hereafter
succoring any or all of the Guaranteed Indebtedness; (b) any partial release of
the liability of Guarantor hereunder, or the full or partial release of any
other guarantor from liability for any or all of the Guaranteed Indebtedness;
(c) any disability of Borrower, or the dissolution, insolvency, or bankruptcy of
Borrower, Guarantor, or any other party at any time liable for the payment of
any or all of the Guaranteed Indebtedness; (d) any renewal, extension,
modification, waiver, amendment, or rearrangement of any or all of the
Guaranteed Indebtedness or any instrument, document, or agreement evidencing,
securing, or otherwise relating to any or all to the Guaranteed Indebtedness;
(e) any adjustment, indulgence, forbearance, waiver or compromise that may be
granted or given by Lender to Borrower, Guarantor, or any other party ever
liable for any or
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all of the Guaranteed Indebtedness; (f) any neglect, delay, omission, failure,
or refusal of Lender to take or prosecute any action for the collection of any
of the Guaranteed Indebtedness or to foreclose or take or prosecute any action
in connection with any instrument, document, or agreement evidencing, securing,
or otherwise relating to any or all of the Guaranteed Indebtedness; (g) the
unenforceablity or invalidity of any or all of the Guaranteed Indebtedness; (h)
any payment by Borrower or any other party to Lender is held to constitute a
preference under applicable bankruptcy or insolvency law or if for any other
reason Lender is required to refund any payment or pay the amount thereof to
someone else; (i) the settlement or compromise of any of the Guaranteed
Indebtedness; (j) the non-perfection of any security interest or lien securing
any or all of the Guaranteed Indebtedness; (k) any impairment of any collateral
securing any or all of the Guaranteed Indebtedness; (l) the failure of Lender to
sell any collateral securing any or all of the Guaranteed Indebtedness in a
commercially reasonable manner or as otherwise required by law; (m) any change
in the corporate existence, structure, or ownership of Borrower or (n) any other
circumstance which might otherwise constitute a defense available to, or
discharge of, Borrower or Guarantor.
7. Guarantor represents and warrants to Lender as follows:
(a) Guarantor is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation, is
qualified to do business in all jurisdictions in which the nature of the
business conducted by it makes such qualification necessary and where failure to
so qualify would have a material adverse effect on its business, financial
condition, or operations.
(b) Guarantor has the corporate power and authority and legal right
to execute, deliver, and perform its obligations under this Guaranty Agreement
and this Guaranty Agreement constitutes the legal, valid and binding obligation
of Guarantor, enforceable against Guarantor in accordance with its respective
terms, except as limited by bankruptcy, insolvency, or other laws of general
application relating to the enforcement or creditor's rights.
(c) The execution, delivery, and performance by Guarantor of this
Guaranty Agreement have been duly authorized by all requisite action on the part
of Guarantor and do not and will not violate or conflict with the articles of
incorporation or bylaws of Guarantor or any law, rule, or regulation or any
order, writ, induction or decree of any court, governmental authority or agency,
or arbitrator and do not and will not conflict with, result in breach of, or
constitute a default under, or result in the imposition or any lien upon any
assets of Guarantor pursuant to the provisions of any indenture, mortgage, deed
of trust, security agreement, franchise, permit, license, or other instrument or
agreement to which Guarantor or its properties is bound.
(d) No authorization, approval, or consent of, and no filing or
registration with, any court, governmental authority, or third party is
necessary for the execution, delivery or performance by Guarantor of this
Guaranty Agreement or the validity or enforceability thereof.
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(e) The value of the consideration received and to be received by
Guarantor as a result of Borrower and Lender entering into the Loan Agreement
and Guarantor executing and delivering this Guaranty Agreement is reasonably
worth at least as much as the liability and obligation of Guarantor hereunder,
and such liability and obligation and the Loan Agreement have benefited and may
reasonably be expected to benefit Guarantor directly or indirectly.
(f) Guarantor has, independently and without reliance upon Lender
and based upon such documents and information as Guarantor has deemed
appropriate, made its own analysis and decision to enter into this Guaranty
Agreement.
(g) Guarantor hereby represents that (i) it is not insolvent as of
the date hereof and will not be rendered insolvent as a result of this Guaranty
Agreement, (ii) it is not engaged in business or a transaction, or about to
engage in business or a transaction, for which any property or assets remaining
with such Guarantor is unreasonably small capital, and (iii) it does not intend
to incur, or believe it will incur, debts that will be beyond its ability to pay
as such debts mature.
8. Guarantor covenants and agrees that, as long as the Guaranteed
Indebtedness or any part thereof is outstanding or Lender has any commitment
under the Loan Agreement:
(a) Guarantor will furnish promptly to Lender written notice of the
occurrence of any default under this Guaranty Agreement or a Default under the
Loan Agreement of which Guarantor has knowledge.
(b) Guarantor will furnish promptly to Lender such additional
information concerning Guarantor as Lender may request.
(c) Guarantor will obtain at any time and from time to time all
authorizations, licenses, consents or approvals as shall now or hereafter be
necessary or desirable under all applicable laws or regulations or otherwise in
connection with the execution, delivery and performance of this Guaranty
Agreement and will promptly furnish copies thereof to Lender.
9. (a) Guarantor hereby agrees that the Subordinated Indebtedness (as
hereinafter defined) shall be subordinate and junior in right of payment to the
prior payment in full of all Guaranteed Indebtedness, and Guarantor hereby
assigns the Subordinated Indebtedness to Lender as security for the Guaranteed
Indebtedness. If any sums shall be paid to Guarantor by Borrower or any or any
other person or entity on account of the Subordinated Indebtedness, such sums
shall be held in trust by Guarantor for the benefit of Lender and shall
forthwith be paid to Lender without affecting the liability of Guarantor under
this Guaranty Agreement and may be applied by Lender against the Guaranteed
Indebtedness in such order and manner as Lender may determine in its sole
discretion. Upon the request of Lender Guarantor shall execute, deliver and
endorse to Lender such documents and instruments as Lender may request to
perfect,
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preserve, and enforce its rights hereunder. For purposes of this Guaranty
Agreement, the term "Subordinated Indebtedness" means all indebtedness,
liabilities and obligations of Borrower to Guarantor whether such indebtedness,
liabilities and obligations now exist or are hereafter incurred or arise, or
whether the obligations of Borrower thereon are direct, indirect, contingent,
primary, secondary, several, joint and several, or otherwise, and irrespective
of whether such indebtedness, liabilities, or obligations are evidenced by a
note, contract, open account, or otherwise, and irrespective of the person or
persons in whose favor such indebtedness, obligations, or liabilities may, at
their inception, have been, or may hereafter be created, or the manner in which
they have been or may hereafter be acquired by Guarantor.
(b) Guarantor agrees that any and all liens, security interests,
judgment liens, charges, or other encumbrances upon Borrower's assets securing
payment of any Subordinated Indebtedness shall be and remain inferior and
subordinate to any and all liens, security interests, judgment liens, charges,
or other encumbrances upon Borrower's assets securing payment of the Guaranteed
Indebtedness or any part thereof, regardless of whether such encumbrances in
favor of Guarantor or Lender presently exist or are hereafter created or
attached. Without the prior written consent of Lender, Guarantor shall not (i)
file suit against Borrower or exercise or enforce any other creditor's right it
may have against Borrower, or (ii) foreclose, repossess, sequester, or otherwise
take steps or institute any action or proceedings (judicial or otherwise,
including without limitation the commencement of, or joinder in, any
liquidation, bankruptcy, rearrangement, debtor's relief or insolvency
proceeding) to enforce any liens, security interests, collateral rights,
judgments or other encumbrances held by Guarantor on assets of Borrower.
(c) In the event of any receivership, bankruptcy, reorganization,
rearrangement, debtor's relief, or other insolvency proceeding involving
Borrower as debtor, Lender shall have the right to prove and vote any claim
under the Subordinated Indebtedness and to receive directly from the receiver,
trustee or other court custodian all dividends, distributions, and payments made
in respect of the Subordinated Indebtedness. Lender may apply any such
dividends, distributions, and payments against the Guaranteed Indebtedness in
such order and manner as Lender may determine in its sole discretion.
(d) Guarantor agrees that all promissory notes, accounts receivable,
ledgers, records, or any other evidence of Subordinated Indebtedness shall
contain a specific written notice therein that the indebtedness evidenced
thereby is subordinated under the terms of this Guaranty Agreement.
10. No amendment or waiver of any provision of this Guaranty Agreement
or consent to any departure by the Guarantor therefrom shall in any event be
effective unless the same shall be in writing and signed by Lender. No failure
on the part of Lender to exercise, and no delay in exercising, any right, power,
or privilege thereunder shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, power, or privilege hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, power
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power, or
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privilege. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.
11. Any acknowledgment or new promise, whether by payment of principal
or interest or otherwise and whether by Borrower or others ( including
Guarantor), with respect to any of the Guaranteed Indebtedness shall, if the
statute of limitations in favor of Guarantor against Lender shall have commenced
to run, toll the running of such statute of limitations and, if the period of
such statute of limitations shall have expired, prevent the operation of such
statute of limitations.
12. This Guaranty Agreement is for the benefit of Lender and its
successors and assigns, and in the event of an assignment of the Guaranteed
Indebtedness, or any part thereof, the rights and benefits hereunder, to the
extent applicable to the indebtedness so assigned, may be transferred with such
indebtedness. This Guaranty Agreement is binding not only on Guarantor, but on
Guarantor's successors and assigns.
13. Guarantor recognizes that Lender is relying upon this Guaranty
Agreement and the undertakings of Guarantor hereunder in making extensions of
credit to Borrower under the Loan Agreement and further recognizes that the
execution and delivery of this Guaranty Agreement is a material inducement to
Lender in entering into the Loan Agreement. Guarantor hereby acknowledges that
there are no conditions to the full effectiveness of this Guaranty Agreement.
14. This Guaranty Agreement is executed and delivered as an incident to
a lending transaction negotiated, consummated, and performable in Harris County,
Texas, and shall be governed by and construed in accordance with the laws of the
State of Texas. Any action or proceeding against Guarantor under or in
connection with this Guaranty Agreement may be brought in any state or federal
court in Harris County, Texas. Guarantor hereby irrevocably (i) submits to the
nonexclusive jurisdiction of such courts, and (ii) waives any objection it may
now or hereafter have as to the venue of any such action or proceeding brought
in such court or that such court is an inconvenient forum. Guarantor agrees that
service of process upon it may be made by certified or registered mail, return
receipt requested, at its address specified below. Nothing herein shall affect
the right of Lender to serve process in any other matter permitted by law or
shall limit the right of Lender to bring any action or proceeding against
Guarantor or with respect to any of Guarantor's property in courts in other
jurisdictions. Any action or proceeding by Guarantor against Lender shall be
brought only in a court located in Harris County, Texas.
15. Guarantor shall pay on demand all attorneys' fees and all other
costs and expenses incurred by Lender in connection with the preparation,
administration, enforcement, or collection of this Guaranty Agreement.
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16. Except as expressly provided for herein, Guarantor hereby waives
promptness, diligence, notice of any default under Guaranteed Indebtedness,
demand of payment, notice of acceptance of this Guaranty Agreement, presentment,
notice of protest, notice of dishonor, notice of intent to accelerate, notice of
acceleration, notice of the incurring by Borrower of additional indebtedness,
and all other notices and demands with respect to the Guaranteed Indebtedness
and this Guaranty Agreement. Without limiting the generality of the foregoing,
Guarantor unconditionally waives, to the extent permitted by law, (a) notice of
any of the matters referred to in Section 6 above, (b) all notices which may be
required by statute, rule of law or otherwise, now or hereafter in effect, to
preserve intact any rights against Guarantor, including, without limitation, any
demand, presentment and protest, proof of notice of non-payment under any of the
Loan Documents and notice of any Event of Default or any failure on the part of
Borrower, Guarantor or any other guarantor of the Obligations to perform or
comply with any covenant, agreement, term or condition of any of the Loan
Documents, (c) any right to enforcement, assertion or exercise against Borrower,
Guarantor or any other guarantor of the Obligations and the Guaranteed
Indebtedness, as applicable, of any right or remedy conferred under any of the
Loan Documents, (d) requirement of diligence on the part of any Person, (e) any
requirement to exhaust any remedies or to mitigate the damages resulting from
any default under any of the Loan Documents, (f) any notice of any sale,
transfer or other disposition of any right, title or interest of Lender under
any of the Loan Documents and (g) any rights of Guarantor pursuant to Chapter 34
of the Texas Business and Commerce Code, as amended.
17. The Loan Agreement, and all of the terms thereof, are incorporated
herein by reference, the same as if stated verbatim herein, and Guarantor agrees
that Lender may exercise any and all rights granted to it under the Loan
Agreement and the other Loan Documents (as defined in the Loan Agreement)
without affecting the validity or enforceability of this Guaranty Agreement.
18. Guarantor hereby represents and warrants to Lender that Guarantor
has adequate means to obtain from Borrower on a continuing basis information
concerning the financial condition and assets of Borrower and that Guarantor is
not relying upon Lender to provide (and Lender shall have no duty to provide)
any such information to Guarantor either now of in the future.
19. THIS GUARANTY AGREEMENT EMBODIES THE FINAL, ENTIRE AGREEMENT OF
GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR'S GUARANTY OF THE GUARANTEED
INDEBTEDNESS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE
SUBJECT GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF
THE GUARANTY AGREEMENT, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER,
NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR,
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CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSION OR OTHER EXTRINSIC
EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY
ANY TERM OF THIS GUARANTY AGREEMENT. THERE ARE NO ORAL AGREEMENTS BETWEEN
GUARANTOR AND LENDER.
20. THE PARTIES AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE
CURRENT ARBITRATION PROGRAM OF LENDER, WHICH IS INCORPORATED HEREIN BY REFERENCE
AND ACKNOWLEDGED AS RECEIVED BY THE PARTIES PURSUANT TO WHICH ANY AND ALL
DISPUTES SHALL BE RESOLVED BY MANDATORY BINDING ARBITRATION UPON THE REQUEST OF
ANY PARTY.
21. (a) All payments payable hereunder in respect of the Guaranteed
Obligations shall be payable by Guarantor to Beneficiary in the currency in
which the Guaranteed Obligations are expressed (herein called the "Required
Currency"). The obligations of Guarantor to make payment in the Required
Currency shall not be discharged or satisfied by any payment or tender, or any
recovery pursuant to any judgment or order, which is or is expressed in or
converted into any currency other than the Required Currency, except to the
extent such payment, tender or recovery shall result in the actual receipt by
Beneficiary of the full amount of the foregoing, Guarantor authorizes
Beneficiary, on any payment, tender or recovery in a currency other than the
Required Currency, to purchase in accordance with its normal procedures,
Required Currency with the amount of such other currency so tendered or
recovered. The obligation of Guarantor to make payments in the Required Currency
shall be enforceable as an alternative or additional cause of action of the
purpose of recovery in the Required Currency of the amount (if any) by which
such actual receipt shall fall short of the full amount due hereunder and shall
not be affected by judgment being obtained for any other sums due under this
Guaranty.
(b) All payments made to Beneficiary hereunder shall be made in the
Required Currency for value on the day on which payment is due, without any
setoff or counterclaim, free and clear of and without deduction or withholding
for or on account of, any present of future Taxes now or hereafter imposed by
any governmental or other authority. As used herein, the term "Taxes" shall
include all withholding, income, gains, excise, stamp and other taxes of
whatever nature as well as all withholding, levies, imports, duties, charges or
fees of whatever nature. If Guarantor is compelled by law to make any such
deductions or withholdings, it will pay such additional amounts as may be
necessary in order that the net amount received and retained by Beneficiary
after such deduction or withholdings (including any required deduction or
withholding (including any required deduction or withholding on such additional
amounts) shall equal the amount it would have received and retained had no such
deduction or withholdings been required to be made, and it will provide
Beneficiary with evidence satisfactory to Beneficiary that it has paid such
deduction or withholdings. Guarantor hereby agrees to indemnify Beneficiary and
hold it harmless against all losses, costs, expenses or other amounts
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incurred suffered by Beneficiary by reason of the failure of Guarantor to
perform its obligations under this clause (b)
22. WITH RESPECT TO ANY AND ALL DISPUTES ARISING HEREUNDER, UNDER THE
NOTES, UNDER THE GUARANTEED OBLIGATIONS, OR UNDER ANY OF THE OTHER DOCUMENTS
EXECUTED IN CONNECTION HEREWITH NOT SETTLED OR SUBJECT TO ARBITRATION, PURSUANT
TO ANY ARBITRATION PROGRAM REFERENCED TO HEREIN, GUARANTOR HEREBY IRREVOCABLY
AND UNCONDITIONALLY:
(A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
PROCEEDING RELATION TO THIS GUARANTY AND ANY OTHER DOCUMENT IN RESPECT OF ANY
THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF
TEXAS, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF
TEXAS, AND APPELLATE COURTS FROM ANY THEREOF;
(B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BY BROUGHT IN
SUCH COURTS, AND WAIVES ANY OBJECTION THAT IT MAY NOW OR PROCEEDING IN ANY SUCH
COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN IMPROPER VENUE OR AN
INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;
(C) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL ) OR
ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO IT AT ITS ADDRESS
SPECIFIED ON THE SIGNATURE PAGE HEREOF;
(D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
TO SUE IN ANY OTHER JURISDICTION;
(E) DESIGNATES AND APPOINTS MIKE WEBB, WHOSE ADDRESS ON THE DATE
HEREOF IS 1990 POST OAK BLVD., SUITE 1670, HOUSTON, TEXAS 77056 (HEREINAFTER
CALLED THE "PROCESS AGENT"), AS ITS ATTORNEY-INFACT IN THE UNITED STATES OF
AMERICA, TO RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING, IT
BEING AGREED THAT SERVICE UPON SUCH ATTORNEY-IN-FACT SHALL CONSTITUTE VALID
SERVICE UPON IT OR ITS SUCCESSORS AND ASSIGNS;
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(F) AGREES THAT ITS SUBMISSION TO JURISDICTION AND ITS DESIGNATION
OF THE PROCESS AGENT SET FORTH ABOVE IS MADE FOR THE EXPRESS BENEFIT OF PAYEE;
(G) AGREES THAT ITS SUBMISSION TO JURISDICTION BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER BEING CONCLUSIVE EVIDENCE OF THE FACT AND AMOUNT
OF ANY OF ITS LIABILITY THEREIN DESCRIBED; AND
(H) COVENANTS AND AGREES THAT SO LONG AS THIS NOTES SHALL BE UNPAID,
IT SHALL MAINTAIN A DULY APPOINTED AGENT FOR THE SERVICE OF SUMMONS AND OTHER
LEGAL PROCESS IN HOUSTON, TEXAS, U.S.A.
23. THIS GUARANTY AND THE OTHER LOAN DOCUMENTS, AND INSTRUMENTS AND
DOCUMENTS EXECUTED IN CONNECTION HEREWITH, 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.
24. Language. All notices, communications, evidences, reports,
opinions, financial statements and other documents given under this Guaranty
unless submitted in the English language shall be accompanied by one certified
copy of an English translation thereof for each copy of the foregoing so
submitted and the event of any conflict with the non-English version thereof.
EXECUTED as of the 29 day of May, 1996.
GUARANTOR:
GEOEVALUACIONES S.A. DE C. V.
By: _____________________________
Name: Luis H. Ferran Arroyo.
Title: President
Address: Ave Rio Churubusco 522 Col. El
Retono 09440 Mexico City
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