EXHIBIT 10.5
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REAFFIRMATION OF CONTINUING GUARANTY
The undersigned,
(a) THE CORNER PROPERTIES, INC., an Oklahoma corporation,
(b) HAROLD'S DBO, INC., a Texas corporation,
(c) HAROLD'S LIMITED PARTNERS, INC., an Oklahoma corporation,
(d) HAROLD'S OF WHITE FLINT, INC., a Maryland corporation,
(e) HSGA, INC., a Georgia corporation, and
(f) HSTX, INC., a Texas corporation,
have executed that certain Continuing Guaranty and Security
Agreement, dated as
of February 5, 2003 (the "Guaranty"), in favor of Wells Fargo
Retail Finance II,
LLC, a Delaware limited liability company formerly known as Wells
Fargo Retail
Finance, LLC, as collateral agent and administrative agent
("Agent"), under and
in accordance with that certain Loan and Security Agreement (as
amended from
time to time, the "Loan Agreement"), dated as of February 5, 2003,
by and among
Agent, the lenders that are signatories thereto ("Lenders"), and
each of the
following Persons: (a) HAROLD'S STORES, INC., (b) HAROLD'S
FINANCIAL
CORPORATION, (c) HAROLD'S DIRECT, INC., (d) HAROLD'S OF TEXAS,
L.P., (e)
HAROLD'S OF GEORGIA, L.P., and (f) HAROLD'S OF JACKSON, INC.
(Capitalized terms
used herein, not otherwise defined herein, shall have the meanings
assigned to
such terms in the Loan Agreement).
The undersigned hereby (i) consent and agree to the terms and
provisions of Amendment No. 6 to Loan and Security Agreement (the
"Amendment"),
dated as of April 26, 2007, and (ii) agree that the Guaranty
remains in full
force and effect and continues to be the legal, valid and binding
obligation of
each of the undersigned enforceable against each of the undersigned
in
accordance with its terms.
Furthermore, the und
