•• P. Clements, Jr. eptember 9, 1986 Re ublicBank Dal a, N.A. .0. Box 225 61 Dallas, Texas 75265 Attn: L. Hal Jackson Vice-President Gentlemen: I understand that RepublicBank Dallas, N.A. (the "Bank"), has agreed to make one or more loans (individually, a "Loan," and collectively, the "Loans") to Re-Elect Bill Clements Committee (the "Committee"), the proceeds of which are to be used by the Committee in connection with my gubernatorial campaign in 1986. I further understand that the Loans will be guaranteed by certain *individuals who will execute guaranties in favor of the Bank (each, a "Guaranty," and collectively, the "Guarnties") in substantially the form of Exhibit A attached to this letter. Each Guaranty will be limited to a specified amount of the aggregate principal of the Loans; and each Guaranty, by its terms, will be void and of no further force or effect if I am elected Governor of Texas in November 1986. To induce you to make the Loans and to accept the Guaranties in support of the Committee's obligation to repay the Loans, I am writing this letter to evidence my commitment to the Bank that if I am elected Governor of Texas, promptly after the election I will execute and deliver to the Bank a guaranty on the Bank's standard printed form pursuant to which I will guarantee to the Bank the timely payment by the Committee of the outstanding principal of and accrued and unpaid interest on the Loans. If I am not elected Governor of Texas, I will not be obligated to deliver such a guaranty to the Bank. I appreciate your helpfulness in agreeing to make the Loans and to accept the Guaranties on the terms set forth in Exhibit A. If these arrangements are satisfactory to the Bank, please sign this letter in the space below. Sincerely yours, t()?‘ William P. Clements, Accepted and agreed RepublicBank Dallas, N.A. By ___________________________________ L. Hal Jackson Vice-President 823 Congress Avenue, Suite 1010, Austin. Texas 78701 • (512) 476-1900