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<br />AGREEMENT CONCERNING YEAR 2000 COMPLIANCE
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<br />Dated As Of March 17, 1999
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<br />THIS AGREEMENT CONCERNING YEAR 2000 COMPLIANCE (the "Year 2000 Agreement") is made and
<br />entered by and among the Obligors identified below (hereinafter, jointly and severally referred to as "Obligor" whether or not
<br />there is one or more parties) and Bane One Leasing Corporation ("Banc One"),
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<br />Obligors: City of San Marcos, (TX)
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<br />WHEREAS, Bane One has extended credit to Obligor andlor has committed to extend credit to Obligor (one or
<br />more such extensions of credit, now existing or hereafter arising, jointly and severally the "Credit Facility" whether or not there
<br />are one or more facilities) pursuant to the terms and conditions of certain commercial loan documentation, commercial lease
<br />documentation, andlor guarantees by and between or among Banc One and Obligor (and, possibly others) (the "Credit
<br />Documents"); and
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<br />WHEREAS, Obligor utilizes information technology, software and other data support in the conduct of its business
<br />operations, and;
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<br />WHEREAS, the successful continuation of Obligor's business operations depends on Obligor's information
<br />technology, softwarp. and data support used in its operations becoming and being maintained as Year 2000 Compliant as
<br />such term is defined herein; and
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<br />WHEREAS, Bane One has requested that Obligor enter into this Year 2000 Agreement as additional consideration
<br />for Bane One's current or future extensions of credit to Obligor andlor other financial transactions with Obligor under the
<br />Credit Facility.
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<br />NOW THEREFORE, by mutual agreement of the parties and in mutual consideration of the premises and for other
<br />good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:
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<br />Section 1. Representations and Warranties. Obligor represents and warrants as follows to Bane One: (a) as of the date of
<br />this Year 2000 Agreement; (b) as of the date of any request for advance under the Credit Facility, (c) as of the date of any
<br />renewal, extension or modification of the Credit Facility, and (d) at all times the Credit Facility or Bane One's commitment to
<br />make advances under the Credit Facility is outstanding:
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<br />1.1 Year 2000 Compliance. All devices, systems, machinery, information technology, computer software and
<br />hardware, and other date sensitive technology (jointly and severally the "Systems") necessary for Obligor to carry on its
<br />business as presently conducted and as contemplated to be conducted in the future are Year 2000 Compliant or will be Year
<br />2000 Compliant within a periOd of time calculated to result in no material disruption of any of Obligor's business operations.
<br />For purposes of this Year 2000 Agreement, "Year 2000 Compliant" means that such Systems are designed to be used prior
<br />to, during and after the Gregorian calendar year 2000 A.D. and will operate during each such time period without error
<br />relating to date data, specifically including any error relating to, or the product of, date data which represents or references
<br />different centuries or more than one century.
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<br />1.2 Compliance Process, Obligor has:
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<br />1.2.1 undertaken a detailed inventory, review, and assessment of all areas within its business and
<br />operations that could be adversely affected by the failure of Obligor to be Year 2000 Compliant on
<br />a timely basis; and
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<br />1.2.2 developed a detailed plan and timeline for becoming Year 2000 Compliant on a timely basis, and
<br />1.2.3 to date, implemented that plan in accordance with that timetable in all material respects.
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<br />1.3 Compliance bv Third Parties. Obligor has made written inquiry of each of its key suppliers, vendors, and
<br />customers, and has obtained in writing confirmations from all such persons, as to whether such persons have initiated
<br />programs to become Year 2000 Compliant and on the basis of such confirmations, Obligor reasonably believes that all such
<br />persons will be or become so compliant. For purposes hereof, "key suppliers, vendors, and customers" refers to those
<br />suppliers, vendors, and customers of Obligor whose business failure would, with reasonable probability, result in a material
<br />adverse change in the business, properties, condition (financial or otherwise), or prospects of Obligor. For purposes of this
<br />paragraph, Bane One, as a party to the Credit Facility, confirms to Obligor that Bane One has initiated its own
<br />corporate-wide Year 2000 program with respect to its extension of credit activities.
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<br />1.4 Value of Collateral. The fair market value of all real and personal property, if any, pledged to Bane One
<br />as collateral to secure the Credit Facility andlor the fair market value of all real or personal property leased from Bane One
<br />pursuant to the Credit Facility is not and shall not be less than currently anticipated or subject to substantial deterioration in
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