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EXHIBIT 10.21
PLEDGE AGREEMENT
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BANK/SECURED PARTY: PLEDGOR(S)/DEBTOR(S):
NationsBank of Texas, N.A. Strategic Data Systems, Inc.
Fort Worth Banking Center 000 Xxxxxxxxxxxx Xxxxxx
000 X. 0xx Xxxxxx Xxxxxxxxx, Xxxxxxxxx Xxxxxx, XX 00000
Xxxx Xxxxx, Xxxxxxx Xxxxxx, XX 00000-0000
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Pledgor/Debtor is: [ ] Individual [X] Corporation [ ] Partnership [ ] Other________________
Address is Pledgor's/Debtor's: [ ] Residence [X]Place of Business [ ] Chief Executive Office
if more than one place of business
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[THIS PLEDGE AGREEMENT ("AGREEMENT") 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.]
1. SECURITY INTEREST. For good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Pledgor/Debtor
(hereinafter referred to as "Pledgor" or "Debtor") pledges, assigns and grants
to Bank/Secured Party (also known as "Bank" or "Secured Party") a security
interest and lien in the Collateral (hereinafter defined) to secure the payment
and the performance of the Obligation (hereinafter defined).
2. COLLATERAL. The security interest is granted in the following
collateral (the "Collateral"):
A. DESCRIPTION OF COLLATERAL.
SPECIFIC INVESTMENT PROPERTY/SECURITIES: The
following investment property and/or securities, together with all
investment property and/or securities hereafter delivered to Bank in
substitution therefor or in addition thereto: All common stock of
Applied Quoting Systems, Inc. ("AQS"), a Wisconsin corporation, which
stock is evidenced by the stock certificate described on Schedule I
attached hereto.
B. PROCEEDS. All additions, substitutes and replacements
for and proceeds of the above Collateral (including all income and
benefits resulting from any of the above, such as dividends payable or
distributable in cash, property or stock; interest, premium and
principal payments; redemption proceeds and subscription rights; and
shares or other proceeds of conversions or splits of any securities in
the Collateral). Any investment property and/or securities received by
Pledgor that constitute such additions, substitutes and replacements
for, or proceeds of, the Collateral shall be held in trust for Bank
and shall be delivered immediately to Bank. Any cash proceeds shall be
held in trust for Bank and upon request shall be delivered immediately
to Bank.
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C. DEPOSIT ACCOUNTS. The balance of every deposit
account of Pledgor maintained with Bank and any other claim of Pledgor
against Bank, now or hereafter existing, liquidated or unliquidated,
and all money, instruments, investment property, securities,
documents, chattel paper, credits, claims, demands, income, and any
other property, rights and interests of Pledgor which at any time
shall come into the possession or custody or under the control of Bank
or any of its agents or affiliates, for any purpose, and the proceeds
of any thereof. Bank shall be deemed to have possession of any of the
Collateral in transit to or set apart for it or any of its agents or
affiliates.
3. OBLIGATION.
A. DESCRIPTION OF OBLIGATION. The following obligations
("Obligation") are secured by this Agreement: (a) All debts,
obligations, liabilities and agreements of Debtor to Bank, now or
hereafter existing, arising under the Loan Documents, including,
without limitation, all of the "Obligations" as defined in the Loan
Agreement referred to in Section 8 C. hereof; (b) All reasonable
out-of-pocket costs incurred by Bank to obtain, preserve, perfect and
enforce this Agreement and maintain, preserve, collect and realize
upon the Collateral; (c) All debt, obligations and liabilities of
MiliRisk, Inc. to Bank of the kinds described in this Section 3 A.;
and (d) All other costs and attorney's fees incurred by Bank, for
which Debtor is obligated to reimburse Bank in accordance with the
terms of the Loan Documents (hereinafter defined), together with
interest at Bank's prime rate. If Debtor is not the obligor of the
Obligation, and in the event any amount paid to Bank on any Obligation
is subsequently recovered from Bank in or as a result of any
bankruptcy, insolvency or fraudulent conveyance proceeding, Debtor
shall be liable to Bank for the amounts so recovered up to the fair
market value of the Collateral whether or not the Collateral has been
released or the security interest terminated. In the event the
Collateral has been released or the security interest terminated, the
fair market value of the Collateral shall be determined, at Bank's
option, as of the date the Collateral was released, the security
interest terminated, or said amounts were recovered.
B. USE OF PROCEEDS. The proceeds of any indebtedness or
obligation secured by the Collateral will not be used directly or
indirectly to purchase or carry any "margin stock" as that term is
defined in Regulation U of the Board of Governors of the Federal
Reserve System, or extend credit to or invest in other parties for the
purpose of purchasing or carrying any such "margin stock," or to
reduce or retire any indebtedness incurred for such purpose or
otherwise in a manner which would violate Regulations G, T or U.
4. PLEDGOR'S WARRANTIES. Pledgor hereby represents and warrants to
Bank as follows:
A. FINANCING STATEMENTS. Except as may be noted by
schedule attached hereto and incorporated herein by reference, no
financing statement covering the Collateral is or will be on file in
any public office, except the financing statements relating to this
security interest, and no security interest, other than the one herein
created, has attached or been perfected in the Collateral or any part
thereof.
B. OWNERSHIP. Pledgor owns, or will use the proceeds of
any loans by Bank to become the owner of, the Collateral free from any
setoff, claim, restriction, lien, security interest or encumbrance
except liens for taxes not yet due and payable and the security
interest hereunder. The
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Collateral comprises 100% of the issued and outstanding common stock
in AQS. The Collateral is the only class of stock issued and
outstanding in AQS.
C. POWER AND AUTHORITY. Pledgor has full power and
authority to make this Agreement, and all necessary consents and
approvals of any persons, entities, governmental or regulatory
authorities and securities exchanges have been obtained to effectuate
the validity of this Agreement.
5. PLEDGOR'S COVENANTS. Until full payment and performance of all
of the Obligation and termination or expiration of any obligation or commitment
of Bank to make advances or loans to Pledgor, unless Bank otherwise consents in
writing:
A. OBLIGATION AND THIS AGREEMENT. Pledgor shall perform
all of its agreements herein and in any other agreements between it
and Bank.
B. OWNERSHIP OF COLLATERAL. Pledgor shall defend the
Collateral against all claims and demands of all persons at any time
claiming any interest therein adverse to Bank. Except as noted on
Schedule I hereto, Pledgor shall keep the Collateral free from all
liens and security interests except the security interest hereby
created. Debtor shall not transfer the Collateral or issue any further
shares of stock of any class in AQS to any party without the prior
written consent of Bank.
C. BANK'S COSTS. Pledgor shall pay all out-of-pocket
costs necessary to obtain, preserve, perfect, defend and enforce the
security interest created by this Agreement, collect the Obligation,
and preserve, defend, enforce and collect the Collateral, including
but not limited to taxes, assessments, reasonable attorney's fees,
legal expenses and expenses of sales. Whether the Collateral is or is
not in Bank's possession, and without any obligation to do so and
without waiving Pledgor's default for failure to make any such
payment, Bank may, at its option at any time after an Event of Default
has occurred and is continuing, pay any such costs and expenses and
discharge encumbrances on the Collateral, and such payments shall be a
part of the Obligation and bear interest at the rate set out in the
Obligation. Pledgor agrees to reimburse Bank on demand for any costs
so incurred.
D. INFORMATION AND INSPECTION. Pledgor shall (i)
promptly furnish Bank any information with respect to the Collateral
reasonably requested by Bank; (ii) allow Bank or its representatives
to inspect and copy at any reasonable time, or furnish Bank or its
representatives with copies of, all records relating to the Collateral
and the Obligation; and (iii) promptly furnish Bank or its
representatives with any other information Bank may reasonably
request.
E. ADDITIONAL DOCUMENTS. Pledgor shall sign and deliver
any papers furnished by Bank which are necessary or desirable in the
judgment of Bank to obtain, maintain and perfect the security interest
hereunder and to enable Bank to comply with any federal or state law
in order to obtain or perfect Bank's interest in the Collateral or to
obtain proceeds of the Collateral.
F. NOTICE OF CHANGES. Pledgor shall notify Bank
immediately of (i) any material change in the Collateral, (ii) a
change in Pledgor's residence or location, (iii) a change in any
matter warranted or represented by Pledgor in this Agreement, or in
any of the loan documents relating to
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the Obligation or furnished to Bank pursuant to this Agreement, and
(iv) the occurrence of an Event of Default as defined herein.
G. POSSESSION OF COLLATERAL. Pledgor shall deliver a
copy of this Agreement (or other notice acceptable to Bank) to any
broker, financial intermediary, or any other person in possession of
any of the Collateral or on whose books the interest of Pledgor in the
Collateral appears, and such delivery shall constitute notice to such
person of Bank's security interest in the Collateral and shall
constitute Pledgor's instruction to such person to note Bank's
security interest on their books and records, or deliver to Bank
certificates or other evidence of the Collateral promptly upon Bank's
request. Pledgor shall deliver all investment securities and other
instruments and documents which are a part of the Collateral and in
Pledgor's possession to Bank immediately, or if hereafter acquired,
immediately following acquisition, in a form suitable for transfer by
delivery or accompanied by duly executed instruments of transfer or
assignment in blank with signatures appropriately guaranteed in form
and substance suitable to Bank.
H. CHANGE OF NAME/STATUS. Pledgor shall not change its
name, change its corporate status, use any trade name or engage in any
business not reasonably related to its business as presently
conducted.
I. POWER OF ATTORNEY. Pledgor appoints Bank and any
officer thereof as Pledgor's attorney-in-fact with full power in
Pledgor's name and on Pledgor's behalf to do every act which Pledgor
is obligated to do or may be required to do hereunder; however,
nothing in this paragraph shall be construed to obligate Bank to take
any action hereunder nor shall Bank be liable to Pledgor for failure
to take any action hereunder (except for Bank's gross negligence or
willful misconduct). This appointment shall be deemed a power coupled
with an interest and shall not be terminable as long as the Obligation
is outstanding and shall not terminate on the disability or
incompetence of Pledgor. Without limiting the generality of the
foregoing, Bank shall have the right and power to receive, indorse and
collect all checks and other orders for the payment of money made
payable to Pledgor representing any dividend, interest payment or
other distribution payable in respect of the Collateral or any part
thereof. Bank agrees that the power of attorney herein granted shall
be exercised by it only after an Event of Default has occurred and is
continuing.
J. OTHER PARTIES AND OTHER COLLATERAL. No renewal or
extensions of or any other indulgence with respect to the Obligation
or any part thereof, no modification of the documents) evidencing the
Obligation, no release of any security, no release of any person
(including any maker, indorser, guarantor or surety) liable on the
Obligation, no delay in enforcement of payment, and no delay or
omission or lack of diligence or care in exercising any right or power
with respect to the Obligation or any security therefor or guaranty
thereof or under this Agreement shall in any manner impair or affect
the rights of Bank under any law, hereunder, or under any other
agreement pertaining to the Collateral. Bank need not file suit or
assert a claim for personal judgment against any person for any part
of the Obligation or seek to realize upon any other security for the
Obligation, before foreclosing or otherwise realizing upon the
Collateral. Pledgor waives any right that can be waived to the benefit
of or to require or control application of any other security or
proceeds thereof, and agrees that Bank shall have no duty or
obligation to Pledgor to apply to the Obligation any such other
security or proceeds thereof.
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K. WAIVERS BY PLEDGOR. Pledgor waives notice of the
creation, advance, increase, existence, extension or renewal of, and
of any indulgence with respect to, the Obligation; waives presentment,
demand, notice of dishonor, and protest; waives notice of the amount
of the Obligation outstanding at any time, notice of any change in
financial condition of any person liable for the Obligation or any
part thereof, notice of any Event of Default, and all other notices
respecting the Obligation; and agrees that maturity of the Obligation
and any part thereof may be accelerated, extended or renewed one or
more times by Bank in its discretion, without notice to Pledgor.
Pledgor waives any right to require that any action be brought against
any other person or to require that resort be had to any other
security or to any balance of any deposit account, Pledgor further
waives any right of subrogation or to enforce any right of action
against any other pledgor until the Obligation is paid in full.
6. RIGHTS AND POWERS OF BANK.
A. GENERAL. Bank (except for acts or omissions
constituting gross negligence or willful misconduct) may, at any time
after an Event of Default has occurred and is continuing, without
liability to Pledgor may: take control of proceeds, including stock
received as dividends or by reason of stock splits; release the
Collateral in its possession to any Pledgor, temporarily or otherwise;
require additional Collateral; reject as unsatisfactory any property
hereafter offered by Pledgor as Collateral; take control of funds
generated by the Collateral, such as cash dividends, interest and
proceeds, and use same to reduce any part of the Obligation and
exercise all other rights which an owner of such Collateral may
exercise; and at any time transfer any of the Collateral or evidence
thereof into its own name or that of its nominee. Bank shall not be
liable for failure to collect any account or instruments, or for any
act or omission on the part of Bank, its officers, agents or
employees, except for its or their own willful misconduct or gross
negligence. The foregoing rights and powers of Bank will be in
addition to, and not a limitation upon, any rights and powers of Bank
given by law, elsewhere in this Agreement, or otherwise.
B. CONVERTIBLE COLLATERAL. Bank may present for
conversion any Collateral which is convertible into any other
instrument or investment security or a combination thereof with cash,
but Bank shall not in the absence of gross negligence or willful
misconduct have any duty to present for conversion any Collateral
unless it shall have received from Pledgor detailed written
instructions to that effect at a time reasonably far in advance of the
final conversion date to make such conversion possible.
7. DEFAULT.
A. EVENT OF DEFAULT. "Event of Default" as used herein
means an "Event of Default" as defined in the Loan Agreement described
in Section 8 C. hereof.
B. RIGHTS AND REMEDIES. If any Event of Default shall
occur and be continuing, then, in each and every such case, Bank may,
without (a) presentment, demand, or protest, (b) notice of default,
dishonor, demand, non-payment, or protest, (c) notice of intent to
accelerate all or any part of the Obligation, (d) notice of
acceleration of all or any part of the Obligation, or (e) notice of
any her kind, all of which Pledgor hereby expressly waives (except for
any notice required under this
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Agreement, any other loan document or which may not be waived under
applicable law), exercise and/or enforce any of the following rights
and remedies, at Bank's option:
i. ACCELERATION. The Obligation shall, at Bank's
option, become immediately due and payable, and the obligation, if
any, of Bank to permit further borrowings under the Obligation shall
at Bank's option immediately cease and terminate.
ii. LIQUIDATION OF COLLATERAL. Sell, or instruct
any Agent or Broker to sell, all or any part of the Collateral in a
public or private sale, direct any Agent or Broker to liquidate all or
any part of any Account and deliver all proceeds thereof to Bank, and
apply all proceeds to the payment of any or all of the Obligation in
such order and manner as Bank shall, in its discretion, choose.
iii. UNIFORM COMMERCIAL CODE. All of the rights,
powers and remedies of a secured creditor under the Uniform Commercial
Code ("UCC") as adopted in the jurisdiction to which Bank is subject
under this Agreement.
iv. RIGHT OF SET OFF. Without notice or demand to
Pledgor, set off and apply against any and all of the Obligation any
and all deposits (general or special, time or demand, provisional or
final) and any other indebtedness, at any time held or owing by Bank
or by any of Bank's affiliates or correspondents to or for the credit
of the account of Pledgor or any guarantor or indorser of Pledgor's
Obligation.
Pledgor specifically understands and agrees that any sale by Bank of all or
part of the Collateral pursuant to the terms of this Agreement may be effected
by Bank at times and in manners which could result in the proceeds of such sale
as being significantly and materially less than might have been received if
such sale had occurred at different times or in different manners, and Pledgor
hereby releases Bank and its officers and representatives from and against any
and all obligations and liabilities arising out of or related to the timing or
manner of any such sale other than acts or omissions constituting gross
negligence or willful misconduct.
If, in the opinion of Bank, there is any question that a public sale or
distribution of any Collateral will violate any state or federal securities
law, Bank may offer and sell such Collateral in a transaction exempt from
registration under federal securities law, and any such sale made in good faith
by Bank shall be deemed "commercially reasonable."
8. GENERAL.
A. PARTIES BOUND. Bank's rights hereunder shall inure to
the benefit of its successors and assigns, and in the event of any
assignment or transfer of any of the Obligation or the Collateral,
Bank thereafter shall be fully discharged from any responsibility with
respect to the Collateral so assigned or transferred, but Bank shall
retain all rights and powers hereby given with respect to any of the
Obligation or the Collateral not so assigned or transferred. All
representations, warranties and agreements of Pledgor if more than one
are joint and several and all shall be binding upon the personal
representatives, heirs, successors and assigns of Pledgor.
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B. WAIVER. No delay of Bank in exercising any power or
right shall operate as a waiver thereof; nor shall any single or
partial exercise of any power or right preclude other or further
exercise thereof or the exercise of any other power or right. No
waiver by Bank of any right hereunder or of any default by Pledgor
shall be binding upon Bank unless in writing, and no failure by Bank
to exercise any power or right hereunder or waiver of any default by
Pledgor shall operate as a waiver of any other or further exercise of
such right or power or of any further default. Each right, power and
remedy of Bank as provided for herein or in any of the loan documents
related to the Obligation, or which shall now or hereafter exist at
law or in equity or by statute or otherwise, shall be cumulative and
concurrent and shall be in addition to every other such right, power
or remedy. The exercise or beginning of the exercise by Bank of any
one or more of such rights, powers or remedies shall not preclude the
simultaneous or later exercise by Bank of any or all other such
rights, powers or remedies.
C. DEFINITIONS. Terms defined in that certain Loan
Agreement between Bank and MiliRisk, Inc. dated as of March 12, 1997
(such Agreement, as amended from time to time being the "Loan
Agreement") are used herein as so defined unless otherwise defined
herein. Unless the context indicates otherwise, definitions in the UCC
apply to words and phrases in this Agreement; if UCC definitions
conflict, Article 8 and/or 9 definitions apply.
D. NOTICE. Notice shall be deemed reasonable if mailed
postage prepaid at least 5 days before the related action (or if the
UCC elsewhere specifies a longer period, such longer period) to the
address of Pledgor given above. 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.
E. MODIFICATIONS. No provision hereof shall be modified
or limited except by a written agreement expressly referring hereto
and to the provisions so modified or limited and signed by Pledgor and
Bank. The provisions of this Agreement shall not be modified or
limited by course of conduct or usage of trade.
F. PARTIAL INVALIDITY. The unenforceability or
invalidity of any provision of this Agreement shall not affect the
enforceability or validity of any other provision herein, and the
invalidity or unenforceability of any provision of any loan document
related to the Obligation to any person or circumstance shall not
affect the enforceability or validity of such provision as it may
apply to other persons or circumstances.
G. APPLICABLE LAW AND VENUE. This Agreement has been
delivered in the State of Texas and shall be construed in accordance
with the laws of that State. It is performable by Pledgor in the
county or city of Bank's address set out above and Pledgor expressly
waives any objection as to venue in any such location. Wherever
possible each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of
such provisions or the remaining provisions of this Agreement.
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H. Financing Statement. To the extent permitted by
applicable law, a carbon, photographic or other reproduction of this
Agreement or any financing statement covering the Collateral shall be
sufficient as a financing statement.
9. 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 ACION, 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.
A. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN
THE COUNTY OF ANY BORROWER'S DOMICILE 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 REMEDEES BEFORE, DURING OR AFTER THE PENDENCY
OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS INSTRUMENT,
AGREEMENT OR DOCUMENT. NEITHER THIS EXERCISE
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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.
C. CONTROLLING DOCUMENT. To the extent that this
Agreement conflicts with or is in any way incompatible with any other
Loan Document concerning the Obligation, the Loan Agreement shall
control over any other document, and if the Loan Agreement does not
address an issue, then each other Loan Document shall control to the
extent that it deals most specifically with an issue.
10. NOTICE OF FINAL AGREEMENT. THIS WRITTEN AGREEMENT AND ANY
OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH REPRESENT 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their duly authorized representatives as of the date first
above written.
BANK/SECURED PARTY: PLEDGOR(S)/DEBTOR(S):
NATIONSBANK OF TEXAS, N.A. STRATEGIC DATA SYSTEMS, INC.
By: /s/ XXXXX XXXXXXX By: /s/ F. XXXXXX XXXXXX, III
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Xxxxx Xxxxxxx F. Xxxxxx Xxxxxx, III, Chairman of
Vice President the Board
By: /s/ XXX X. XXXXXX
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Xxx X. Xxxxxx, Secretary
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SCHEDULE I
TO
PLEDGE AGREEMENT
BETWEEN
NATIONSBANK OF TEXAS, N.A.
AND
STRATEGIC DATA SYSTEMS, INC.
100 shares of common stock in Applied Quoting Systems, Inc., a Wisconsin
corporation, as reflected by Stock Certificate No. 2.
SCHEDULE 1, Solo Page
