CONSENT AND RE-AFFIRMATION OF GUARANTY AND LOAN DOCUMENTS
This CONSENT AND RE-AFFIRMATION OF GUARANTY AND LOAN DOCUMENTS is delivered
in favor of SOUTHTRUST BANK, NATIONAL ASSOCIATION (formerly, "SouthTrust Bank of
Alabama, National Association"), a national banking association (the "Bank"), in
connection with the Second Amendment to Second Amended and Restated Loan and
Security Agreement, of even date herewith among the Bank, the Borrowers
identified therein and the undersigned, as Guarantor, a true, correct and
complete copy of which is attached hereto as Exhibit A (the "Second Amendment"):
R E C I T A L S:
WHEREAS, the undersigned, Todd E. Siegel ("Siegel" or the "Guarantor") has
unconditionally guaranteed the full and timely payment and performance of all
obligations and indebtedness of the Borrowers referred to above under the Second
Amended and Restated Loan and Security Agreement, dated as of September 5, 1996,
among the Bank, the above-referenced Borrowers and the Guarantor, as heretofore
amended on April 17, 1998 and on the date hereof pursuant to the Second
Amendment (as so amended, the "Loan Agreement"), together with all promissory
notes, instruments, security agreements, pledge agreements and related documents
(collectively, the "Loan Documents"); and
WHEREAS, the Borrowers and Siegel have requested that the Bank amend the
Loan Agreement in the manner contemplated in the Second Amendment, and the Bank
is willing to do so, but only on the terms and conditions expressly set forth in
the Second Amendment, and on the condition, among others, that Siegel execute
and deliver this Consent and Re-affirmation of Guaranty and Loan Documents; and
WHEREAS, Siegel recognizes and acknowledges that the implementation of the
Second Amendment will be of direct and tangible benefit to him;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in order to induce the Bank to enter into the Second
Amendment, Siegel does hereby acknowledge and agree as follows:
1. Siegel does hereby expressly consent to the terms and conditions set
forth in the Second Amendment, including, without limitation, (a) the
modification of the payment terms with respect to the Amortization Principal
Amount, (b) the amendment of the Borrowers' covenants contained in the Loan
Agreement, and (c) the requirement that the Borrowers reimburse the Bank for its
costs and expenses in accordance with the provisions of the Second Amendment.
Siegel hereby agrees that the consent and agreement set forth herein shall not
operate to establish any form of custom or practice on the part of the Bank to
request the consent of Siegel or any other party for any further amendment to or
modification of the Loan Agreement or the other Loan Documents, nor shall it
constitute any waiver on the part of the Bank of its right to enforce strictly
all terms and provisions of the Loan Agreement, or any of the other Loan
Documents.
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2. Siegel hereby acknowledges and agrees that his execution of this Consent
and Re-affirmation shall not in any way constitute a condition precedent to (i)
the enforceability of the Loan Agreement, or any of the Loan Documents, or any
of the other documents, instruments or agreements referred to in any of the
foregoing, or any subsequent amendment to any of the foregoing, against the
Borrowers or any obligor or guarantor thereunder (including, without limitation,
Siegel), or (ii) the liability of the Borrowers, Siegel or any other guarantor
under any guaranty agreement executed in connection with the Loan Agreement, but
that the execution of this Consent and Re-affirmation is given and furnished to
the Bank by the undersigned solely as a further assurance to the Bank of
Siegel's continuing liability under the Guaranty of Payment, dated as of
September 5, 1996 (the "Guaranty"), the Loan Agreement and the other Loan
Documents for all Obligations, as defined in the Loan Agreement.
3. Siegel does hereby ratify, confirm and reaffirm (i) each and every term
and provision contained in the Guaranty, the Loan Agreement and the other Loan
Documents, and (ii) his continuing and unconditional liability to the Bank,
pursuant to the Guaranty, the Loan Agreement and the other Loan Documents, for
all amounts owed to the Bank by the Borrowers under the Loan Agreement
(including, without limitation, all amendments and modifications thereto
contained in the Second Amendment) and the promissory notes issued pursuant
thereto, and for all other Obligations, as defined in the Loan Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Consent and
Re-affirmation of Guaranty and Loan Documents, on and as of this 6th day of July
2000.
___________________________________
Todd E. Siegel
WITNESS:
