INDEX TO EXHIBITS
Exhibit No.
10(by) General Release dated December 19, 1996 by and between Waste
Management Disposal Services of Oregon, Inc. and Canal Capital
Corporation.
10(bz) $325,000 Promissory Note dated December 19, 1996 by and between
Waste Management Disposal Services of Oregon, Inc. and Canal
Capital Corporation.
10(ca) Mutual Release and Settlement Agreement dated September 30, 1996
by and between Xxxx Xxxxxxx & Co. and Canal Capital Corporation.
GENERAL RELEASE
KNOW ALL PERSONS BY THESE PRESENTS:
1. That Waste Management Disposal Services of Oregon, Inc.
( Releasor ), for the sole consideration of Three Hundred Twenty Five
Thousand Dollars ($325,000), the receipt by promissory note and sufficiency
of which is hereby acknowledged, for its subsidiary, affiliated and parent
corporations, and their successors, assigns, officers directors, employees,
agents, servants, and insurers, hereby release and forever discharge Canal
Capital Corporation, ( Releasee ), its subsidiary, affiliated and parent
corporations, and its successors, assigns, heirs, personal representatives,
executors, administrators, attorneys, officers, directors, employees,
agents, servants, and insurers, from all claims, demands, actions, or
causes of action on account of any and all known and unknown, foreseen and
unforeseen, damages, expenses, costs, losses, liabilities, claims, damages
to property, death, bodily injuries, personal injuries, psychological
injuries, business losses, and the consequences thereof, which Releasor may
now or hereafter have, resulting from or arising out of, or which may or
will result from or arise out of, directly or indirectly, the obligations
of Releasee under that Option Agreement and Agreement of Purchase and Sale
dated December 31, 1987, and the Environmental Cost Sharing Agreement dated
December 29, 1988, respectively, by and between Releasor and Releasee (the
Agreements ).
2. Releasor understands that it may have sustained or developed,
or may sustain or develop in the future, damages of all kinds which may now
be unknown, unforeseen, unrecognized or not contemplated by Releasor, but
which may or will develop, arise or occur in the future. Releasor also
understands that those damages of all kinds which are presently known to it
may worsen or become greater in the future. By this General Release,
Releasor expressly intend to release and forever discharge Canal Capital
Corporation of and from any and all liability and responsibility for any
and all such unknown, unforeseen and subsequently arising damages which may
otherwise have been covered by the Agreements.
3. Releasor warrants and fully understands that no promise or
inducement has been offered to it except as set forth in (I) the Promissory
Note between the parties hereto in the principal amount of $325,000.00 and
(ii) this General Release and the Promissory Note, that it has signed this
General Release without relying upon any statement or representation of
Releasee, its attorneys or its representatives, and that the terms of this
General Release are contractual and not mere recitals.
4. Releasor also warrants and represents that no person, firm or
corporation has received any assignment, subrogation, or other right of
substitution to the claims or demands asserted or which could have been
asserted with regard to the above-mentioned Agreements.
5. Releasor understands and agrees that the acceptance of the
above-mentioned sum is in full accord and satisfaction of disputed claims
and that payment of the said sum is not to be construed in any way as an
admission of liability on the part of Canal Capital Corporation.
6. Releasor warrants that Xxxxxx X. Xxxxxx has been legally
authorized to execute this General Release on behalf of the Releasor, and
it hereby assumes the risk of any mistake of fact and law as to any
damages, losses or injuries, whether disclosed or undisclosed, sustained as
a result of the above-mentioned Agreements and all matters related and
incident thereto.
7. The parties understand that they are entitled to consult
professionals of their choice, including engineers and lawyers, regarding
the terms of this General Release and the claims and damages included
herein.
8. Releasor has carefully read the above and foregoing General
Release, and knows and understands its contents, and it has caused the
Release to be signed by its duly authorized representative. It fully
understands and agrees that the signing of this General Release shall be
forever binding, that this is a full and final release of all its claims of
every nature and kind whatsoever against the persons and parties released
in connection with the above-described Agreements, and that no rescission,
modification or release from the terms of this General Release will be made
for any mistakes.
9. This General Release is conditioned upon the full and
complete performance by the Releasee of all its obligations under that
certain Promissory Note issued by Releasee to Releasor in the principal
amount of $325,000.00 and dated December 19, 1996. Any failure by Releasee
to perform each and every obligation under the Promissory Note shall result
in this General Release being deemed null and void and Releasor shall be
allowed to seek any and all remedies available to it pursuant to the
Agreements.
IN WITNESS WHEREOF, Releasor has caused this General Release to be
executed by its duly authorized agent this 19th day of December 1996.
CAUTION: READ BEFORE SIGNING
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, President
Waste Management Disposal
Services of Oregon, Inc.
PROMISSORY NOTE
$325,000 Denver, Colorado
December 19, 1996
F O R VALUE RECEIVED, Canal Capital Corporation, a Delaware
corporation, it successors and assigns ( Maker ) hereby promises to pay to
the order of Waste Management Disposal Services of Oregon, Inc., a Delaware
corporation, its successors and assigns ( Payee ), the principal sum of
Three Hundred Twenty Five Thousand Dollars ($325,000). The principal
balance outstanding from time to time shall accrue interest from the date
hereof until paid in full at the prime rate as set forth in the Wall Street
Journal on the first business day of June and December of each year, such
principal shall be paid in full on December 1, 2001. Interest shall be
adjusted each and every June 1 and December 1, until principal has been
paid in full based upon the adjustments in the prime rate as set forth
above. Principal and interest payments shall be made on December 1, 1997,
1998, 1999 and 2000 using a 30 year amortization schedule for purposes of
determining the amount of payment to be made each December 1 of the term of
this Promissory Note.
Any amounts due on this Note which are not paid within fifteen
(15) days when due hereunder shall bear additional interest from the date
such payment was due until paid in full at a rate ( Default Rate ) equal to
eighteen percent (18%) per annum, borne from time to time on the unpaid
principal hereunder, which additional interest shall be payable forthwith
upon demand
therefor.
Interest on this Note shall be calculated on the basis of 365-day
year from the actual number of days elapsed in any portion of a month for
which interest may be due.
This Note is executed to evidence the obligations of Maker under
an Environmental Cost Sharing Agreement dated December 29, 1988, by and
between Canal Capital Corporation and Oregon Waste Management Disposal
Systems of Oregon, Inc.
Provided that no Default then exists under this Note, privilege is
reserved by Maker to prepay the indebtedness evidenced hereby, in full or
in part, without penalty or premium.
All payments (including any prepayments hereof) received on
account of the indebtedness evidenced by this Note shall be applied first,
to amount other than principal and interest due hereunder second, to
accrued and unpaid interest on the outstanding principal balance hereof and
third, to the outstanding principal balance hereof.
All payments made on account of the indebtedness evidenced by this
Note shall be made in currency and coin of the United States of America
which shall be legal tender for public and private debts at the time of
payment. Said payments are to be made at such place as the legal holder
hereof may from time to time in writing appoint or, in the absence of such
appointment, at the office of Payee at 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx,
Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000.
It is agreed that the occurrence of any of the following events
under this note shall be considered a default ( Default ):
(a) Default in the payment of principal or interest on this Note
within fifteen (15) days following the date due hereunder,
(b) in the event that:
(i) Maker or any successor or assign shall file a voluntary
p e t i tion in bankruptcy or for arrangement,
reorganization or other relief under a chapter of the
Federal Bankruptcy Code or any similar law, state or
federal, now or hereafter in effect,
(ii) Maker or any successor or assign shall file an answer or
other pleading in any proceeding admitting insolvency,
bankruptcy or inability to pay their debts as they
mature,
(iii) Within thirty (30) days after the filing against Make or
any successor or assign of any involuntary proceeding
under the Federal Bankruptcy Code or similar law, state
or federal, now or hereafter in effect unless such
proceedings shall have been dismissed within thirty (30)
days of the filing,
(iv) all or a substantial part of the assets of Maker or any
s u c cessor or assign are sold, attached, seized,
subjected to a writ or distress warrant, or are levied
upon, unless such attachment, seizure, writ, warrant or
levy is vacated within thirty (30) days,
(v) An order of discharge entered in respect of the Maker by
any bankruptcy court,
(vi) M a ker or any successor or assign shall make an
assignment for the benefit of creditors or shall admit
in writing or its his or her inability to pay its or his
or her debts generally as they become due or shall
consent to the appointment to a custodian receiver or
trustee or liquidator of all or the major part of its or
his or her property, or the premises; or
(vii) any order appointing a custodian receiver, trustee or
liquidator of Maker or any successor or assign or all or
a major part of such party s property is not vacated
within thirty (30) days following the entry hereof.
(c) any attempt by Maker or any successor to assign to offset any
amounts due to Payee hereunder:
then, at any time thereafter, at the election of the holder or
holders hereof and without notice to Maker, the principal sum remaining
unpaid hereon, together with accrued interest thereon, shall become at once
due and payable at the place of payment as aforesaid, and Payee may proceed
to exercise any rights and remedies against Maker or with respect to this
Note which Payee may have hereunder, at law, in equity or otherwise.
The remedies of Payee, as provided herein, may be pursued
singularly, successively or together at the sole discretion of Payee, and
may be exercised as often as occasion therefore shall arise. Failure of
Payee, for any period of time or on more than one occasion to exercise this
option to accelerate the maturiy of this Note shall not constitute a waiver
of the right to exercise the same at any time thereafter or in the event of
any subsequent Default. No act or omission or commission of Payee,
including specifically any failure to exercise any right, remedy or
recourse, shal be deemed to be a waiver or release of the same; any such
waiver or release is to be effected only through a written documents
executed by Payee and then only to the extent specifically recited therein.
A waiver or release with reference to any one event shall not be construed
as a waiver or release of any subsequent event or as a bar to any
subsequent exercise of Payee s rights or remedies hereunder. Except as
otherwise specifically required herein, notice of the exercise of any right
or remedy granted to Payee by this Note is not required to be given.
In the event that : (i) this Note is placed in the hands of an
attorney for collection or enforcement or is collected or enforced through
any legal proceedings, or (ii) if any attorney is retained to represent
Payee in any bankruptcy, reorganization, receivership, or other proceedings
affecting creditors rights and involving a claim under this Note; Maker
shall forthwith upon demand therefore pay to Payee all reasonable
attorney s fees, costs and expenses incurred in connection therewith, in
addition to all other amounts due hereunder and such costs and expenses
shall be deemed to be principal outstanding hereunder.
From and after the occurrence of a Default, Payee is expressly
authorized to apply payments under this Note as Payee may elect against any
or all amounts, or portions thereof, then due and payable hereunder, the
outstanding principal balance due under this Note, the unpaid and accrued
interest due under this Note, or any combination of the foregoing.
Maker, and any and all others who are now or may become liable for
all or part of the obligations of Maker under this Note (all of the
foregoing being referred to collectively herein as Obligors ) agree to be
jointly and severally bound hereby and jointly and severally: (i) waive
presentment and demand for payment, notices of non-payment and of dishonor,
protest or dishonor, and notice of protest; (ii) waive all notices in
connection with the delivery and acceptance hereof; (iii) waive any and all
lack of diligence and delays in the enforcement of the payment hereof; (iv)
agree that the liability of each of the Obligors shall be unconditional and
without regard to the liability of any other person or entity for the
payment hereof, and shall not in any manner be affected by an indulgence or
forbearance granted or consented to by Payee to any of them with respect
hereto; (v) consent to any and all extensions of time, renewals, waivers,
or modifications that may be granted by Payee with respect to the payment
or other provisions hereof, and to the release of any security at any time
given for the payment hereof, or any part thereof, with or without
substitution, and to the release of any person or entity liable for the
payment hereof; and (vi) consent to the addition of any and all other
Makers, endorsers, guarantors, and other Obligors for the payment thereof,
and to the acceptance of any and all other security for the payment hereof,
and agree that the addition of any such Obligors or security shall not
affect the liability of any of the Obligors for the payment hereof.
Time is of the essence hereof.
Maker agrees that this instrument and the rights and obligations
of all parties hereunder shall be governed by and construed under the
substantive laws of the State of Oregon.
The parties hereto intend and believe that each provision in this
Note comports with all applicable law. However, if any provision in this
Note is found by a court of law to be in violation of any applicable law,
and if such court should declare such provision of this Note to be
unlawful, void or unenforceable as written, then it is the intent of all
the parties hereto that such provision shall be given full force and effect
to the fullest possible extent that it is legal, valid and enforceable, and
that the remainder of this Note shall be construed as if such unlawful,
void or unenforceable provision were to be contained therein, and that the
rights, obligations and interests of the Maker and the holder hereof under
the remainder of this Note shall continue in full force and effect.
Upon any endorsement, assignment or other transfer of this Note by
Payee or by operation of law including, without limitation, the endorsement
to a third party upon sale of this Note, the term Payee , as used herein,
shall mean such endorsee, assignee, or other transferee or successor to
Payee then becoming the holder of this Note. This Note shall inure to the
benefit of Payee and its successors and assigns. The terms Maker and
Obligors , as used herein, shall include the respective successors,
assigns, legal and personal representatives, executors, administrators,
devises, legatees and heirs of Maker and any other Obligors.
Any notice, demand or other communication with any party may
desire or may be required to give to any other party shall be in writing,
and shall be deemed given if and when personally delivered, or on the
second business day after being deposited in the United States registered
or certified mail, postage prepaid, addressed to a party of its address set
forth below, or to such other address as the party to receive such notice
may have designed to all other parties by notice in accordance herewith:
a) If to the Payee address to:
Waste Management Disposal Service of Oregon, Inc.
0000 Xxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx, President
With a copy to:
Waste Management, Inc.
Mountain Group
0000 Xxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Attn: W. A. Xxxxxx, Group General Counsel
b) If the Maker, addressed to:
Canal Capital Corporation
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxx, President
With a copy to:
IN WITNESS WHEREOF, the undersigned has caused this Note to
be executed as of the day and year first above written.
CANAL CAPITAL CORPORATION
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, President
MUTUAL RELEASE AND SETTLEMENT AGREEMENT
This Mutual Release and Settlement Agreement is made and executed
on this 30th day of September, 1996, by and between Xxxx Xxxxxxx & Co. and
Canal Capital Corporation.
WHEREAS, Xxxx Xxxxxxx & Co. is the tenant and Canal Capital
Corporation is the landlord in regard to certain lease agreements covering
various parcels of real estate in Sioux City, Iowa, which leases are a
continuing obligation of both parties and which are under dispute; and,
WHEREAS, Xxxx Xxxxxxx & Co. is the former tenant and/or occupant
and Canal Capital Corporation is the owner of certain other parcels of land
in Sioux City, Iowa about which leases have, or may have, expired and the
tenant may be subject to potential claims of encroachment, holdover status
or other claims concerning the real estate formerly leased and/or formerly
or currently occupied by Xxxx Xxxxxxx & Co. in Sioux City, Iowa; and,
WHEREAS, Xxxx Xxxxxxx & Co. and Canal Capital Corporation are
parties in two lawsuits now pending in Sioux City, Iowa before the Iowa
District Court of Woodbury County, and which are designed Equity Xx.
000000X and Law No. 107592C; and,
WHEREAS, Xxxx Xxxxxxx & Co. and Canal Capital Corporation desire
to enter into an agreement to amend the existing leases to change the
termination dates to the date of this Agreement, to settle all claims and
dismiss the two lawsuits pending in Sioux City, Iowa, and to resolve and
settle all matters, claims, demands and causes of action of every nature
between them concerning any matter in Sioux City, Iowa up to the date of
this Agreement, and as a result obtain complete peace between these two
parties for all matters in Sioux City, Iowa up to and including the date of
this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, release
and other agreements set forth below together with the consideration
described below, Xxxx Xxxxxxx & Co. and Canal Capital Corporation enter
i n t o t his Mutual Release and Settlement Agreement (hereinafter
Agreement ), as follows:
1. Payment. Xxxx Xxxxxxx & Co. shall pay to Canal Capital
Corporation consideration of the sum of four million two hundred thousand
dollars ($4,200,000.00), with said payment being made and delivered in
Sioux City, Iowa at the time this Agreement is executed and receipt of
which is acknowledged by execution and delivery of this Agreement by Canal
Capital Corporation.
2. Termination of Leases. Xxxx Xxxxxxx & Co. and Canal Capital
Corporation will execute and deliver to Xxxx Xxxxxxx & Co. for recording in
the records of the Auditor and Recorder for Woodbury County, Iowa, an
amendment to each lease which remains in force pertaining to property
occupied by Xxxx Xxxxxxx & Co. and owned by Canal Capital Corporation in
Sioux City, Iowa with the effect of the Amendment to Leases being to change
the termination date of each such lease to the date of this Agreement. A
copy of the Amendment to Leases to provide for this termination of leases,
and which shall satisfy the terms of this paragraph, is attached to this
Agreement as Exhibit l.
3. Dismissal of Lawsuits. Xxxx Xxxxxxx & Co. and Canal Capital
Corporation shall jointly file stipulations of dismissal, with prejudice,
and with each party bearing its own costs, with regard to all of the claims
and counter-claims in each of the two lawsuits currently pending in Sioux
City, Iowa before the Iowa District Court for Woodbury County, Iowa and
identified as Equity Xx. 000000X and Law No. 107592C. Copies of the two
Stipulations for Dismissal With Prejudice which shall satisfy the terms of
this paragraph, are attached to this Agreement as Exhibit 2.
4. Acknowledgement about Buildings and Fixtures. Canal Capital
C o r poration shall execute and deliver to Xxxx Xxxxxxx & Co. an
Acknowledgement statement concerning the ownership of buildings and
fixtures on real estate in Sioux City, Iowa which is owned by Canal Capital
Corporation and is or has been leased and/or occupied by Xxxx Xxxxxxx & Co.
The copy of the Acknowledgement statement which shall satisfy the terms of
this paragraph, is attached to this Agreement as Exhibit 3.
5. Pending Real Estate Transaction. Xxxx Xxxxxxx & Co. and
Canal Capital Corporation expressly agree that notwithstanding any of this
Agreement, these parties expressly affirm the pending purchase agreement of
real estate being acquired by Xxxx Xxxxxxx & Co. from Canal Capital
Corporation in Sioux City, Iowa, and state that they shall complete and
close said real estate transaction in accord with the terms of the Offer to
Buy Real Estate and Acceptance pertaining to said transaction. A copy of
the Offer to Buy Real Estate and Acceptance referred to in this paragraph
is attached to the Agreement as Exhibit 4.
6. Rent Payment. Xxxx Xxxxxxx & Co. shall continue to pay
rental amounts to Canal Capital Corporation pursuant to the terms of the
Ruling for Woodbury County on December 27, 1993 in the lawsuit identified
as Law No. 107592C, up to and including the date that this Agreement is
executed and delivered by the parties.
7. Mutual Releases. Xxxx Xxxxxxx & Co. and Canal Capital
Corporation, by and through their duly authorized and acting officers who
have executed this Agreement, hereby acknowledge receipt of the
payment, agreements,
covenants and other consideration described in this Agreement, and in
consideration of such payment and other consideration, Xxxx Xxxxxxx & Co.
hereby releases, acquits and forever discharges Canal Capital Corporation
and all subsidiary, affiliated and related companies, their owners,
o f f icers, directors, employees, agents, representatives, attorneys,
successors, or assigns; and also, Canal Capital Corporation hereby
releases, acquits and forever discharges Xxxx Xxxxxxx & Co. and all
subsidiary, affiliated and related companies, their owners, officer,
directors, employees, agents, representatives, attorneys, successors or
assigns, from any and all liability whatsoever, including all claims,
demands and causes of action of every nature affecting them or any of them,
jointly or severally, which they, or any of them, may have or ever claim to
have by reason of:
(a) The Lease dated November 30, 1967 between Sioux City
Stockyards Company, as Lessor, and Armour & Co., as Lessee, as amended by
instruments dated April 1, 1968, June 4, 1977, and may 7, 1987, which lease
subsequently became the obligation of Xxxx Xxxxxxx & Co., and any and all
claims arising from it concerning the lease, or the real estate which is
the subject of the lease or the condition and use of real estate.
(b) T h e Lease dated January 1, 1980 between Sioux City
Stockyards, as Lessor, and Xxxx Xxxxxxx & Co., as Lessee, which lease
expired but about which property Xxxx Xxxxxxx & Co. continued as a hold-
over tenant for a time, and any and all claims arising from it concerning
the lease, or the real estate which is the subject of the lease or the
condition and use of that real estate.
(c) The Lease dated May 15, 1981 between Sioux City Stockyards,
as Lessor, and Iowa Meat Processing Company, as Lessee, as amended by an
instrument dated May 7, 1987, which lease subsequently became the
obligation of Xxxx Xxxxxxx & Co., and any and all claims arising from it
concerning the lease, or the real estate which is the subject of the lease,
or the condition and use of that real estate.
(d) The Lease dated June 9, 1983 between Sioux City Stockyards,
as Lessor, and Iowa Meat Processing Company, as Lessee, which lease
subsequently
became the obligation of Xxxx Xxxxxxx & Co., as amended by an instrument
dated May 7, 1987, and which lease may have expired but about which
property Xxxx Xxxxxxx & Co. continued to hold-over tenant, and any and all
claims arising from it concerning the lease, or the real estate which is
the subject of the lease or the condition and use of that real estate.
(e) The Lease dated June 12, 1986 between Sioux City Stockyards,
as Lessor, and Xxxx Xxxxxxx & Co., as Lessee, as amended by an instrument
dated May 7, 1987, and any and all claims arising from it concerning the
lease, or the real estate which is the subject of the lease, or the
condition and use of that real estate.
(f) An area of real estate adjacent to the real estate which is
the subject of the lease dated June 12, 1986, described in sub-paragraph
(e) above, which has been used or is occupied by Xxxx Xxxxxxx & Co. and
which Xxxx Xxxxxxx & Co. may have encroached from time to time without he
benefit of a lease, and any and all claims arising from the condition and
use of that real estate.
(g) Any and all claims made, or which could have been made, in a
lawsuit captioned Xxxx Xxxxxxx & Co., plaintiff v. Canal Capital
Corporation, formerly United Stockyards Corporation, defendant; Law No.
107592C filed in the Iowa District Court for Woodbury County, Iowa.
(h) Any and all claims made, or which could have been made, in a
lawsuit captioned Canal Capital Corporation, plaintiff v. Xxxx Xxxxxxx &
Co., defendant; Equity No. 108003C filed in the Iowa District Court for
Woodbury County, Iowa.
(i) Any and all claims, demands or causes of action of every kind
or nature which existed, or may exist, or may be claimed to exist, between
Xxxx Xxxxxxx & Co. and Canal Capital Corporation as a result of any of
their business dealings of any kind or nature in Sioux City, Iowa; the
leasing of or use of any land in Sioux City, Iowa; or any other matter
arising from activities of Xxxx Xxxxxxx & Co. and Canal Capital Corporation
in and around Sioux City, Iowa up to and including the date that this
Agreement is executed by the parties.
As further consideration of said payment and other consideration,
we, each of us, jointly and severally, hereby agree:
(1) That this release covers all injuries and damages, whether
known or not and which may hereafter appear or develop
arising from the matters referred to.
(2) That the above sum, promises, covenants, agreements and other
consideration, is all that we or either of us will receive
from our claims and no promise for any other or further
consideration has been made by anyone.
(3) That this release is executed as a compromise settlement of a
disputed claim, liability for which is expressly denied by
the party and/or parties released, and the payment of the
above sum and other consideration does not constitute an
admission of liability on the part of any person or entity.
(4) That we are executing this release solely in reliance upon
our own knowledge, belief and judgment and not upon any
representations made by any party released or others in its
behalf.
(5) Xxxx Xxxxxxx & Co. and Canal Capital Corporation agree that
this Agreement is made in Sioux City, Iowa, and that it is
governed by the laws of the State of Iowa.
(6) Xxxx Xxxxxxx & Co. and Canal Capital Corporation agree to
cooperate with regard to all steps necessary to complete and
give full force to, the terms of this Mutual Release and
Settlement Agreement.
That we have each read the foregoing release, and understand its
terms and freely and voluntarily sign the same.
Words and phrases herein shall be construed as in the singular or
plural number, and as masculine, feminine or neuter gender, according to
the context.
Dated at Sioux City, Iowa on the 30th day of September, 1996.
CAUTION: THIS IS A RELEASE---READ BEFORE SIGNING!
XXXX XXXXXXX & CO. CANAL CAPITAL CORPORATION
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxxxx Xxxxxxxx
Xxxx X. Xxxxxxx Xxxxxxxx Xxxxxxxx
Chairman and CEO Vice President and Secretary
