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Exhibit 10.2
NationsBank, N.A.
Date July 15, 1999
LIMITED GUARANTY
BANK: GUARANTOR:
Bank of America, N.A. MCM Capital Group, Inc.
Banking Center: 000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxx 00000
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
(Name and street address, including county)
(Street address including county)
"BORROWER": MIDLAND CREDIT MANAGEMENT, INC.
(Borrower's Name)
1. GUARANTY. FOR VALUE RECEIVED, and to induce NationsBank, N.A. (Attn: Xxxx X.
Xxxxxxx) ("Bank") to make loans or advances or to extend credit or other
financial accommodations or benefits, with or without security, to or for the
account of Borrower, the undersigned "Guarantor", if more than one, then each of
them jointly and severally, hereby becomes surety for and irrevocably and
unconditionally guarantees to Bank prompt payment in an amount as provided
herein, when due, whether by acceleration or otherwise, of any Liabilities of
Borrower to Bank. This Guaranty is cumulative to and does not supersede any
other guaranties.
[THIS GUARANTY CONTAINS SOME PROVISIONS PRECEDED BY BOXES. IF A BOX IS MARKED,
THE PROVISION APPLIES TO THIS TRANSACTION; IF IT IS NOT MARKED, THE PROVISION
DOES NOT APPLY TO THIS TRANSACTION.]
[ ] This Guaranty is continuing and limited to the amount of
$_________________________ dollars principal plus interest owing at any time,
plus attorney's fees, cost of expenses of collection incurred and/or the cost of
the enforcement of rights in enforcing this Guaranty (including, without
limitation, any liability arising from failure to comply with any state or
federal laws, rules and regulations concerning the control of hazardous waste or
substances at or with respect to any real estate securing any loan guaranteed
hereby), plus interest on such attorney's fees and cost of collection.
[X] This Guaranty is limited to the amount of $15,000,000.00 dollars principal
plus interest incurred by Borrower pursuant to that certain promissory note from
Borrower to Bank, dated the date hereof (as amended or otherwise modified from
time to time, together with any promissory note issued in exchange or
replacement therefor, the "Note") in the principal amount of $15,000,000.00
dollars, including, without limitation, all principal plus interest owing at any
time thereunder whether arising by renewal or advance of additional principal
which may accrue or be incurred with respect to said promissory note or other
Loan Documents, plus reasonable attorney's fees, cost of expenses of collection
incurred and/or the cost of the enforcement of rights in enforcing this Guaranty
(including, without limitation, any liability arising from failure to comply
with any state or federal laws, rules and regulations concerning the control of
hazardous waste or substances at or with respect to any real estate securing any
loan guaranteed hereby), plus interest on such attorney's fees and cost of
collection.
[ ] This Guaranty is continuing and limited to __________________% percent of
all principal plus interest owing at any time, plus attorney's fees, cost of
expenses of collection incurred and/or the cost of the enforcement of rights in
enforcing this Guaranty (including, without limitation, any liability arising
from failure to comply with any state or federal laws, rules and regulations
concerning the control of hazardous waste or substances at or with respect to
any real estate securing any loan guaranteed hereby), plus interest on such
attorney's fees and cost of collection.
[ ] This Guaranty is limited to _________% percent of all principal plus
interest incurred by Borrower
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pursuant to that certain promissory note or other Loan Documents from Borrower
to Bank, dated ____________________________, 199__ in the principal amount of
$_________________________________ dollars, including, without limitation, all
principal plus interest arising thereunder whether arising by renewal or advance
of additional principal which may accrue or be incurred with respect to said
promissory note or other Loan Documents, plus attorney's fees, cost of expenses
of collection incurred and/or the cost of the enforcement of rights in enforcing
this Guaranty (including, without limitation, any liability arising from failure
to comply with any state or federal laws, rules and regulations concerning the
control of hazardous waste or substances at or with respect to any real estate
securing any loan guaranteed hereby), plus interest on such attorney's fees and
cost of collection.
Except to the extent limited above, Guarantor unconditionally guarantees the
faithful, prompt and complete compliance by Borrower with all Obligations (as
hereinafter defined). The undertakings of Guarantor hereunder are independent of
the Liabilities and Obligations of Borrower and a separate action or actions for
payment, damages or performance may be brought or prosecuted against Guarantor,
whether or not an action is brought against Borrower or to realize upon the
security for the Liabilities and/or Obligations, whether or not Borrower is
joined in any such action or actions, and whether or not notice is given or
demand is made upon Borrower.
Bank shall not be required to proceed first against Borrower, or any other
person or entity, whether primarily or secondarily liable, or against any
collateral held by it, before resorting to Guarantor for payment, and Guarantor
shall not be entitled to assert as a defense to the enforceability of the
Guaranty any defense of Borrower with respect to any Liabilities or Obligations.
2. PARAGRAPH HEADINGS, GOVERNING LAW AND BINDING EFFECT. Guarantor agrees that
the paragraph headings in this Guaranty are for convenience only and that they
will not limit any of the provisions of this Guaranty. Guarantor further agrees
that this Guaranty shall be governed by and construed in accordance with the
laws of the State of New York and applicable United States federal law.
Guarantor further agrees that this Guaranty shall be deemed to have been made in
the State of New York at Bank's address indicated above, and shall be governed
by, and construed in accordance with, the laws of the State of New York, or the
United States courts located within the State of New York, and is performable in
the State of New York. This Guaranty is binding upon Guarantor, his, their or
its executors, administrators, successors or assigns, and shall inure to the
benefit of Bank, its successors, indorsees or assigns. Anyone executing this
Guaranty shall be bound by the terms hereof without regard to execution by
anyone else.
3. DEFINITIONS.
A. "Guarantor" shall mean Guarantor or any one or more of them.
B. "Liability" or "Liabilities" shall mean without limitation, all
liabilities, indebtedness, and obligations of Borrower to Bank under the Note
whether direct or indirect, absolute or contingent, secured or unsecured, due or
not due, contractual or tortious, liquidated or unliquidated, arising by
operation of law or otherwise, now or hereafter existing. If Borrower is a
partnership, corporation or other entity the term "Liability" or "Liabilities"
as used herein shall include all Liabilities to Bank of any successor entity or
entities.
C. "Loan Documents" shall mean all deeds to secure debt, deeds of trust,
mortgages, security agreements and other documents securing payment of the
Liabilities and all notes and other agreements, documents, and instruments
evidencing or relating to the Liabilities and Obligations.
D. "Obligation" or "Obligations" shall mean all terms, conditions,
covenants, agreements and undertakings of Borrower and/or Guarantor under all
notes and other documents evidencing the Liabilities, and under all deeds to
secure debt, deeds of trust, mortgages, security agreements and other
agreements, documents and instruments executed in connection with the
Liabilities or related thereto.
4. WAIVERS BY GUARANTOR. Guarantor waives notice of acceptance of this Guaranty,
notice of any
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Liabilities or Obligations to which it may apply, presentment, demand for
payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of
intent to accelerate, notice of acceleration, and notice of any suit or the
taking of other action by Bank against Borrower, Guarantor or any other person,
any applicable statute of limitations and any other notice to any party liable
on any Loan Document (including Guarantor).
Until the Liabilities and Obligations have been paid in full in cash, each
Guarantor also hereby waives any claim, right or remedy which such Guarantor may
now have or hereafter acquire against Borrower that arises hereunder and/or from
the performance by any other Guarantor hereunder including, without limitation,
any claim, remedy or right of subrogation, reimbursement, exoneration,
contribution, indemnification, or participation in any claim, right or remedy of
Bank against Borrower or against any security which Bank now has or hereafter
acquires, whether or not such claim, right or remedy arises in equity, under
contract, by statute, under common law or otherwise.
Guarantor also waives the benefits of any provision of law requiring that Bank
exhaust any right or remedy, or take any action, against Borrower, any
Guarantor, any other person and/or property.
Bank may at any time and from time to time (whether before or after revocation
or termination of this Guaranty) without notice to Guarantor (except as required
by law), without incurring responsibility to Guarantor, without impairing,
releasing or otherwise affecting the Obligations of Guarantor, in whole or in
part, and without the indorsement or execution by Guarantor of any additional
consent, waiver or guaranty: (a) change the manner, place or terms of payment,
or change or extend the time of or renew, or change any interest rate or alter
any Liability or Obligation or installment thereof, or any security therefor
provided that none of the foregoing will increase the obligations of the
Guarantor hereunder in excess of the amounts set forth in paragraph 1; (b) loan
additional monies or extend additional credit to Borrower, with or without
security, thereby creating new Liabilities or Obligations the payment or
performance of which shall be guaranteed hereunder, and the Guaranty herein made
shall apply to the Liabilities and Obligations as so changed, extended,
surrendered, realized upon or otherwise altered provided that none of the
foregoing will increase the obligations of the Guarantor hereunder in excess of
the amounts set forth in paragraph 1; (c) sell, exchange, release, surrender,
realize upon or otherwise deal with in any manner and in any order any property
at any time pledged or mortgaged to secure the Liabilities or Obligations and
any offset there against; (d) exercise or refrain from exercising any rights
against Borrower or others (including Guarantor) or act or refrain from acting
in any other manner; (e) settle or compromise any Liability or Obligation or any
security therefor and subordinate the payment of all or any part thereof to the
payment of any Liability or Obligation of any other parties primarily or
secondarily liable on any of the Liabilities or Obligations; (f) release or
compromise any Liability of Guarantor hereunder or any Liability or Obligation
of any other parties primarily or secondarily liable on any of the Liabilities
or Obligations; or (g) apply any sums from any sources to any Liability without
regard to any Liabilities remaining unpaid.
5. SUBORDINATION. Upon demand of Bank, Guarantor agrees that it will not demand,
take or receive from Borrower, by set-off or in any other manner, payment of any
debt, now and at any time or times hereafter owing by Borrower to Guarantor
unless and until all the Liabilities and Obligations shall have been fully paid
and performed, and any security interest, liens or encumbrances which Guarantor
now has and from time to time hereafter may have upon any of the assets of
Borrower shall be made subordinate, junior and inferior and postponed in
priority, operation and effect to any security interest of Bank in such assets.
6. WAIVERS BY BANK. No delay on the part of Bank in exercising any of its
options, powers or rights, and no partial or single exercise thereof, shall
constitute a waiver thereof. No waiver of any of its rights hereunder, and no
modification or amendment of this Guaranty, shall be deemed to be made by Bank
unless the same shall be in writing, duly signed on behalf of Bank; and each
such waiver, if any, shall apply only with respect to the specific instance
involved, and shall in no way impair the rights of Bank or the obligations of
Guarantor to Bank in any other respect at any other time.
7. TERMINATION. This Guaranty shall be binding on each Guarantor until written
notice of revocation signed by such Guarantor or written notice of the death of
such Guarantor shall have been received by
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Bank, notwithstanding change in name, location, composition or structure of, or
the dissolution, termination or increase, decrease or change in personnel,
owners or partners of Borrower, or any one or more of Guarantors. No notice of
revocation or termination hereof shall affect in any manner rights arising under
this Guaranty with respect to Liabilities or Obligations that shall have been
committed, created, contracted, assumed or incurred prior to receipt of such
written notice pursuant to any agreement entered into by Bank prior to receipt
of such notice. The sole effect of such notice of revocation or termination
hereof shall be to exclude from this Guaranty, Liabilities or Obligations
thereafter arising that are unconnected with Liabilities or Obligations
theretofore arising or transactions entered into theretofore.
In the event of the death of a Guarantor, the liability of the estate of the
deceased Guarantor shall continue in full force and effect as to (i) the
Liabilities existing at the date of death, and any renewals or extensions
thereof, and (ii) loans or advances made to or for the account of Borrower after
the date of the death of the deceased Guarantor pursuant to a commitment made by
Bank to Borrower prior to the date of such death. As to all surviving
Guarantors, this Guaranty shall continue in full force and effect after the
death of a Guarantor, not only as to the Liabilities existing at that time, but
also as to Liabilities thereafter incurred by Borrower to Bank.
8. PARTIAL INVALIDITY AND/OR ENFORCEABILITY OF GUARANTY. The unenforceability or
invalidity of any provision of this Guaranty shall not affect the enforceability
or validity of any other provision herein and the invalidity or unenforceability
of any provision of any Loan Document as it may apply to any person or
circumstance shall not affect the enforceability or validity of such provision
as it may apply to other persons or circumstances.
In the event Bank is required to relinquish or return the payments, the
collateral or the proceeds thereof, in whole or in part, which had been
previously applied to or retained for application against any Liability, by
reason of a proceeding arising under the Bankruptcy Code, or for any other
reason, this Guaranty shall automatically continue to be effective
notwithstanding any previous cancellation or release effected by Bank.
9. NOTICES. Notice shall be deemed reasonable if mailed postage prepaid at least
five (5) days before the related action to the address of Guarantor or Bank, at
their respective addresses indicated at the beginning of this Guaranty, or to
such other address as any party may designate by written notice to the other
party. Each notice, request and demand shall be deemed given or made, if sent by
mail, upon the earlier of the date of receipt or five (5) days after deposit in
the U.S. Mail, first class postage prepaid, or if sent by any other means, upon
delivery.
10. GUARANTOR DUTIES. Guarantor shall upon notice or demand by Bank promptly and
with due diligence pay all Liabilities and perform and satisfy all Obligations
for the benefit of Bank in the event of the occurrence of any default under any
Loan Documents.
11. REMEDIES. Upon the failure of Guarantor to fulfill its duty to pay all
Liabilities and perform and satisfy all Obligations as required hereunder, Bank
shall have all of the remedies of a creditor and, to the extent applicable, of a
secured party, under all applicable law, and without limiting the generality of
the foregoing, Bank may, at its option and without notice or demand: (a) declare
any Liability due and payable at once; (b) take possession of any collateral
pledged by Borrower or Guarantor wherever located, and sell, resell, assign,
transfer and deliver all or any part of said collateral of Borrower or Guarantor
at any public or private sale or otherwise dispose of any or all of the
collateral in its then condition, for cash or on credit or for future delivery,
and in connection therewith Bank may impose reasonable conditions upon any such
sale, and Bank, unless prohibited by law the provisions of which cannot be
waived, may purchase all or any part of said collateral to be sold, free from
and discharged of all trusts, claims, rights of redemption and equities of
Borrower or Guarantor whatsoever; Guarantor acknowledges and agrees that the
sale of any collateral through any nationally recognized broker-dealer,
investment banker or any other method common in the securities industry shall be
deemed a commercially reasonable sale under the Uniform Commercial Code or any
other equivalent statute or federal law, and expressly waives notice thereof
except as provided herein; and (c) set-off against any or all liabilities of
Guarantor all money owed by Bank or any of its agents or affiliates in any
capacity to Guarantor whether or not due, and also set-off against
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all other Liabilities of Guarantor to Bank all money owed by Bank in any
capacity to Guarantor, and if exercised by Bank, Bank shall be deemed to have
exercised such right of set-off and to have made a charge against any such money
immediately upon the occurrence of such default although made or entered on the
books subsequent thereto.
Bank shall have a properly perfected security interest in all of Guarantor's
funds on deposit with Bank to secure the balance of any Liabilities and/or
Obligations that Guarantor may now or in the future owe Bank. Bank is granted a
contractual right of set-off and will not be liable for dishonoring checks or
withdrawals where the exercise of Bank's contractual right of set-off or
security interest results in insufficient funds in Guarantor's account. As
authorized by law, Guarantor grants to Bank this contractual right of set-off
and security interest in all property of Guarantor now or at anytime hereafter
in the possession of Bank, including but not limited to any joint account,
special account, account by the entireties, tenancy in common, and all dividends
and distributions now or hereafter in the possession or control of Bank.
12. ATTORNEY FEES, COST AND EXPENSES. Guarantor shall pay all costs of
collection and reasonable attorney's fees, including reasonable attorney's fees
in connection with any suit, mediation or arbitration proceeding, out of Court
payment agreement, trial, appeal, bankruptcy proceedings or otherwise, incurred
or paid by Bank in enforcing the payment of any Liability or defending this
agreement.
[ ] CHECK IF APPLICABLE. In addition to the provisions stated above, Guarantor
hereby pledges, assigns and grants to Bank a security interest in and title to
the collateral described in the security agreement, deed of trust, deed to
secure debt, mortgage or other collateral instrument dated
____________________________, 199__ which collateral, except for any margin
stock (as defined in Regulation U of the Board of Governors of the Federal
Reserve System), shall secure this Guaranty, whether currently existing or
arising in the future. Guarantor agrees to execute such security agreements,
financing statements and other documents as Bank may reasonably require or
request to obtain and perfect its security interest in said collateral.
13. PRESERVATION OF PROPERTY. Bank shall not be bound to take any steps
necessary to preserve any rights in any property pledged as collateral to Bank
to secure Borrower and/or Guarantor's Liabilities and Obligations as against
prior parties who may be liable in connection therewith, and Borrower and
Guarantor hereby agree to take any such steps. Bank, nevertheless, at any time,
may (a) take any action it deems appropriate for the care or preservation of
such property or of any rights of Borrower and/or Guarantor or Bank therein; (b)
demand, xxx for, collect or receive any money or property at any time due,
payable or receivable on account of or in exchange for any property pledged as
collateral to Bank to secure Borrower and/or Guarantor's Liabilities to Bank;
(c) compromise and settle with any person liable on such property; or (d) extend
the time of payment or otherwise change the terms of the Loan Documents as to
any party liable on the Loan Documents, all without notice to, without incurring
responsibility to, and without affecting any of the Obligations or Liabilities
of Guarantor.
14. ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO
INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR
DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL
BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION
ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND
PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./ENDISPUTE OR
ANY SUCCESSOR THEREOF ("J.A.M.S."), AND THE "SPECIAL RULES" SET FORTH BELOW. IN
THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON
ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY
TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT MAY BRING AN ACTION, INCLUDING A
SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR
CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH
ACTION.
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A. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE COUNTY OF ANY
BORROWER'S DOMICILE, OR IF THERE IS REAL OR PERSONAL PROPERTY COLLATERAL, IN THE
COUNTY WHERE SUCH REAL OR PERSONAL PROPERTY IS LOCATED AT THE TIME OF THE
EXECUTION OF THIS INSTRUMENT, AGREEMENT OR DOCUMENT AND ADMINISTERED BY J.A.M.S.
WHO WILL APPOINT AN ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM
ADMINISTERING THE ARBITRATION, THEN THE AMERICAN ARBITRATION ASSOCIATION WILL
SERVE. ALL ARBITRATION HEARINGS WILL BE COMMENCED WITHIN 90 DAYS OF THE DEMAND
FOR ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE
PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60
DAYS.
B. RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION SHALL BE
DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS INSTRUMENT, AGREEMENT OR
DOCUMENT; OR (II) BE A WAIVER BY BANK OF THE PROTECTION AFFORDED TO IT BY 12
U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE
RIGHT OF BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED
TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY
COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH
AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT
OF A RECEIVER. BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH
PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR
AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER THIS EXERCISE OF SELF HELP REMEDIES
NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL
OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,
INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE
CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.
15. CONTROLLING DOCUMENT. To the extent that this Limited Guaranty conflicts
with or is in any way incompatible with any other Loan Document concerning this
Obligation, any promissory note shall control over any other document, and if
such promissory note does not address an issue, then each other document shall
control to the extent that it deals most specifically with an issue.
16. EXECUTION UNDER SEAL. This Guaranty is being executed under seal by
Guarantor.
17. NOTICE OF FINAL AGREEMENT. THIS WRITTEN LIMITED GUARANTY 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.
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NationsBank, N.A.
IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be executed as
of and effective as of the 15th day of July, 1999.
WITNESSED BY: GUARANTOR:
(Seal)
Print Name and Title Print Individual's Name
CORPORATE OR PARTNERSHIP GUARANTOR:
MCM CAPITAL GROUP, INC.
(Name of Corporation, Partnership, etc.)
By: /s/ R. Xxxxxx Xxxxxxx, Xx. (Seal)
Name: R. Xxxxxx Xxxxxxx, Xx.
Title: Exec. V.P. and CFO
Attest (If Applicable)
[Corporate Seal]
INDIVIDUAL ACKNOWLEDGMENT
State of )
)
County of )
This instrument was acknowledged before me on ___________, 199__, by _________.
(Guarantor)
(Seal)
Notary Public
in and for the State of
My Commission Expires Print Name of Notary
CORPORATE ACKNOWLEDGMENT
State of Arizona )
)
County of Maricopa )
This instrument was acknowledged before me on 8/10, 1999, by R. Xxxxxx
Xxxxxxx, Xx. of MCM Capital Group, a Delaware corporation, on
behalf of said corporation.
/s/ Xxxxx X. Xxxxxx
(Seal) Notary Public
in and for the State of Arizona
My Commission Expires Print Name of Notary
4/28/02 Xxxxx X. Xxxxxx
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