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Exhibit 10.26
NATIONSBANK, N.A.
CREDIT AGREEMENT
(INDIVIDUALS)
This Credit Agreement ("Agreement") dated as of August 8, 1996, by and
between NationsBank, N.A., a national banking association ("Bank") and the
Debtor described below:
In consideration of the financial accommodations described below and
the mutual covenants and agreements contained herein, and intending to be
legally bound hereby, Bank and Debtor agree as follows:
1. DEFINITIONS AND REFERENCE TERMS. In addition to any other terms
defined herein, the terms shall have the meaning set forth with respect thereto:
A. DEBTOR. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
and ▇. ▇▇▇▇▇ Hall, Ill.
B. DEBTOR'S ADDRESS. ▇▇▇▇-▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
C. GUARANTOR(S). ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
D. CREDIT. Any Term Loan, Revolving Line of Credit, and Guaranty
described in Section 2 hereof, and any other loans and other financial
accommodations made by Bank to Borrower in the future which specifically
reference this Loan Agreement.
E. CREDIT DOCUMENTS. This Agreement, promissory note or notes
and guaranties executed pursuant to Section 2 hereof and any and all other
documents, instruments, certificates and agreements executed and/or delivered by
Borrower in connection therewith.
F. USE OF PROCEEDS To finance opening costs associated with new
▇▇▇▇▇▇'▇ Sports Bar and Grille restaurant locations.
G. Other Referential Provisions. All accounting terms not
specifically defined or specified herein shall have the meanings generally
attributed to such terms under generally accepted accounting principles, as in
effect from time to time, consistently applied.
2. CREDIT.
[X] A. TERM LOAN. Any term loan extended now, existing now or
extended hereafter by Bank to Debtor and all renewals, extensions or
rearrangements thereof to Debtor by Bank in an amount, and having a maturity
date, repayment terms and interest rate as set forth on any promissory note or
notes evidencing the loan.
[X] B. GUARANTY. Any guaranties in favor of Bank existing now or
executed hereafter by Debtor, limited for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in amount to no more
than the percentage of the balance outstanding on the loan when demand is made
that is consistent with his percentage ownership in ▇▇▇▇▇▇'▇ Sports Grille, Inc.
3. SECURITY. If required by Bank as a condition to the Credit, Debtor
agrees to grant to Bank a first lien (unless otherwise agreed to in
writing by Bank) in such collateral as Bank may require (the
"Collateral") and agrees to do all things as may be required by Bank to
perfect and protect the lien of Bank in such Collateral.
4. REPRESENTATIONS AND WARRANTIES. Debtor hereby represents and warrants
to Bank as follows:
A. AUTHORITY AND COMPLIANCE. Debtor has full power and authority to
execute and deliver the Credit Documents and to incur and perform the
obligations provided for therein, and has the power and authority to own its
property and to carry on business in each jurisdiction in which Debtor does
business. No consent or approval of any public authority or other third party is
required as a condition to the validity of any Credit Document, and Debtor is in
compliance with all laws and regulatory requirements to which it is subject.
B. BINDING AGREEMENT. This Agreement and the other Credit Documents
executed by Debtor constitute valid and legally binding obligations of Debtor,
enforceable in accordance with their terms.
C. LITIGATION. There is no proceeding involving Debtor pending or, to
the knowledge of Debtor, threatened by or before any court or governmental
authority, agency or arbitration authority, except as disclosed to Bank in
writing prior to the date of this Agreement.
CREDIT AGREEMENT/INDIVIDUAL - PAGE 5
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D. NO CONFLICTING AGREEMENTS. There is no provision of any existing
agreement, mortgage, indenture or contract binding on Debtor or affecting
Debtor's property, which would conflict with or in any way prevent the
execution, delivery or carrying out of the terms of this Agreement and the other
Credit Documents.
E. OWNERSHIP OF ASSETS. Debtor has good title to the Collateral and
Debtor's other assets, and the Collateral is free and clear of liens, except
those granted to Bank and as disclosed to Bank in writing prior to the date of
this Agreement.
F. TAXES. All income taxes and other taxes due and payable by Debtor
have been paid or are being contested in good faith by appropriate proceedings.
G. FINANCIAL STATEMENTS. The personal financial statements of Debtor
heretofore delivered to Bank properly reflect Debtor's financial condition as of
the date or dates thereof, and there has been no material adverse change since
the date of the financial statements. To the best of Debtor's knowledge, all
factual information furnished by Debtor to Bank in connection with this
Agreement is and will be accurate and complete on the date as of which such
information is delivered to Bank and is not incomplete by the omission of any
material fact necessary to make such information not misleading.
H. ENVIRONMENTAL MATTERS. Debtor is in compliance with all
Environmental Laws where failure to comply could have a material adverse effect
on Debtor's financial condition or operations. Debtor has not received notice of
any claim that Debtor is not in compliance with any Environmental Laws. Neither
Debtor, nor any of Debtor's present assets or operations or Debtor's past assets
or operations, is subject to any order, agreement, proceeding or investigation
by, with, or before any federal, state or local governmental agency or other
party respecting any Environmental Laws.
The term "Environmental Laws" means any federal, state or local statute, law,
ordinance, code, rule, regulation, order or decree regulating, relating to, or
imposing liability or standards of conduct concerning, any Hazardous Materials
or other hazardous or toxic substance, as now or at any time hereafter in
effect, including without limitation the Clean Air Act, 42 US Section 7401 et
seq.; Federal Water Pollution Control Act, 33 USC Section 1251 et seq.; ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ USC Section 6901 et seq.; Comprehensive Environmental
Response, Compensation and Liability Act, 42 USC Section 9601 et seq.; National
Environmental Policy Act, .42 USC Section 4321 et seq.; regulations of the
Environmental Protection Agency and any applicable local or state law, rule,
regulation or rule of common law and any judicial interpretation thereof
relating primarily to the environment or Hazardous Materials. The term
"Hazardous Material" shall mean and include (a) any asbestos, PCBs, or dioxins,
or insulation or other material composed of or containing asbestos, PCBs or
dioxins, (b) oil, petroleum and any petroleum product, and (c) any hazardous,
toxic, or dangerous waste, substance, or material defined as such in any
Environmental Law.
I. MARGIN STOCK. None of the proceeds of the Credits will be used for
the purpose of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve System).
Debtor is not engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U issued
by the Board of Governors of the Federal Reserve System).
J. CONTINUATION OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made under this Agreement shall be deemed to be made at and as of
the date hereof and at and as of the date of any future advance under any
Credit.
5. AFFIRMATIVE COVENANTS. Until full payment and performance of all
obligations of Debtor under the Credit Documents, Debtor will, unless Bank
consents otherwise in writing (and without limiting any requirement of any other
Credit Document):
1. Furnish to Bank annual financial statements of each of the Debtors
within thirty (30) days after the anniversary date of the most recent
financial statement provided to Bank, which financial statements must
be in form and substance satisfactory to Bank, and including without
limitation a listing of all assets and liabilities, a listing of all
sources of income, a listing of the uses of income, the amount and
sources of contingent liabilities, identification of joint owners of
listed assets, and an annual projection of sources and uses of income.
2. Each Debtor will also furnish annually within thirty (30) days of
filing, copies of the most recent personal federal income tax return,
including all supporting schedules as well as any K-1 schedules.
3. Furnish to Bank annually, within ninety (90) days following fiscal
year end of ▇▇▇▇▇▇'▇ Sports Bar and Grille, consolidated financial
statement on ▇▇▇▇▇▇'▇ Sports Bar and Grille prepared in accordance with
generally accepted accounting principles on an audited basis by an
independent certified public accountant acceptable to the Bank,
including a balance sheet, income statement, changes in capital
position, and reconciliation of net worth and including all normal and
reasonable financial notes.
CREDIT AGREEMENT/INDIVIDUAL - PAGE 6
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A. COMPLIANCE. Maintain Debtor's qualification to do business, where
required, and comply with all laws, regulations and governmental requirements
including, without limitation, Environmental Laws applicable to Debtor or to any
of Debtor's property, business operations and transactions.
B. ADVERSE CONDITIONS OR EVENTS. Promptly advise Bank in writing of (i)
any condition, event or act which comes to Debtor's attention that would or
might materially adversely affect Debtor's financial condition or operations,
the Collateral, or Bank's rights under the Credit Documents; (ii) any litigation
filed by or against Debtor; (iii) any default under the Credit Documents; (iv)
any default under any agreement, mortgage, indenture or contract binding on
Debtor or affecting any of Debtor's property; (v) any and all enforcement,
cleanup, remedial removal or other governmental or regulatory actions
instituted, completed or threatened pursuant to any applicable federal, state or
local laws, ordinances or regulations relating to any Hazardous Materials
affecting Debtor's property or business operations; and (vi) all claims made or
threatened by any third party against Debtor relating to damages, contribution,
cost recovery, compensation, loss or injury resulting from any Hazardous
Materials. Debtor shall immediately notify Bank of any remedial action taken by
Debtor with respect to Debtor's property.
C. TAXES AND OTHER OBLIGATIONS. Pay all of Debtor's taxes and other
obligations as the same become due and payable, except to the extent being
contested in good faith by appropriate proceedings.
D. LIQUIDITY. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will maintain Unencumbered Liquid
Assets, the aggregate market value of which exceeds $7,000,000.00. Unencumbered
Liquid Assets is defined as cash plus readily marketable securities acceptable
to the Bank which are not pledged as collateral for any obligation of Borrower
or otherwise encumbered. Verification of such liquidity will be provided
annually unless requested more frequently by the Bank.
6. NEGATIVE COVENANTS. Until full payment and performance of all
obligations of Debtor under the Credit Documents, Debtor will not, without the
prior written consent of Bank (and without limiting any requirement of any other
Credit Document):
A. TRANSFER OF ASSETS. Sell, lease, assign or otherwise dispose of or
transfer all or substantially all of Debtor's assets which in the aggregate
would have a material adverse effect.
B. OTHER COVENANTS. Violate or fail to comply with any covenants or
agreements regarding other indebtedness.
C. CHARACTER OF BUSINESS. Change the general character of business
conducted by Debtor at the date hereof, or engage in any type of business not
reasonably related to Debtor's business as presently conducted.
D. ENVIRONMENTAL LAW COMPLIANCE. Violate any Environmental Laws and
Debtor will not use or permit any other party to use any Hazardous Materials
except such materials as are incidental to Debtor's normal course of business,
maintenance and repairs.
Debtors agrees to permit Bank, its agents, contractors and employees to enter
and inspect Debtor's premises at any reasonable times upon three (3) days prior
notice for the purpose of conducting an environmental investigation and audit
(including taking physical samples) to ensure that Debtor is complying with this
covenant. Debtor shall provide Bank, its agents, contractors, employees and
representatives with access to and copies of any and all data and documents
relating to or dealing with any Hazardous Materials within five (5) days of the
request thereof.
7. DEFAULT. The occurrence of any of the following shall constitute a
default under this Agreement and under each of the other Credit Documents:
A. Debtor shall fail to pay in full when due any principal, interest,
fee or other amount payable to Bank under any Credit Document or any other
obligation of Debtor to Bank, whether at maturity or otherwise; or
B. The discovery by Bank that any representation or warranty by Debtor
or any guarantor in any Credit Document or in any financial statement,
certificate, report or opinion submitted to Bank in connection with the Credit
was incorrect or misleading in any material respect when made; or
C. Debtor shall fail to timely and properly observe, keep or perform
any term, covenant, agreement or condition in any Credit Document or in any
other security agreement, deed of trust, mortgage, assignment or other contract
securing payment of any indebtedness of Debtor to Bank, other than those
referred to in Subpart A and B above, and with respect to any such default which
by its nature can be cured, such default shall continue for a period of thirty
(30) days from written notice by Bank; or
D. Any judgment against Debtor or any guarantor or other levy or
attachment against any property of Debtor or any Guarantor in excess of
$50,000.00 remains unpaid, undischarged, not bonded or not dismissed for a
period of thirty (30) days; or
CREDIT AGREEMENT/INDIVIDUAL - PAGE 7
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E. The death or legal incapacity of Debtor or any guarantor; or
F. Debtor or any guarantor, or any general partner or joint venturer of
Debtor or any guarantor (i) makes an assignment for the benefit of creditors;
(ii) admits in writing its inability to pay or fails to pay its debts generally
as they become due; (iii) files a petition for relief under any chapter of the
Bankruptcy Code or any other bankruptcy or debtor relief law, domestic or
foreign, as now or hereafter in effect, or seeking the appointment of a trustee,
receiver, custodian, liquidator or similar official for it or any Collateral or
any of its other property; or any such action is commenced against it and it
admits, acquiesces in or does not contest diligently the material allegations
thereof, or the action results in entry of an order for relief against it, or it
does not obtain permanent dismissal and discharge thereof before the earlier of
trial thereon or 60 days after commencement of the action; or (iv) makes a
transfer or incurs an obligation which is fraudulent under any applicable law as
to any creditor.
G. The liquidation, termination, dissolution of any guarantor or
failure of any guarantor to maintain good standing in all appropriate states.
8. REMEDIES UPON DEFAULT. If an event of default shall occur,
A. Any indebtedness of Debtor under any of the Credit Documents shall,
at Bank's option, without notice become immediately due and payable without
presentment, demand, protest or notice of dishonor, all of which are hereby
expressly waived by Debtor;
B. The obligation, if any, of Bank to permit further borrowings under
any of the Credit Documents shall at Bank's option immediately cease and
terminate;
C. Bank shall have all rights, powers and remedies available under each
of the Credit Documents, or afforded by law, including without limitation the
right to resort to any or all of the Collateral and to exercise any or all of
the rights of a secured party pursuant to applicable law. All rights, powers and
remedies of Bank in connection with each of the Credit Documents may be
exercised at any time by the Bank and from time to time after the occurrence of
any event of default, are cumulative and not exclusive, and shall be in addition
to any other rights, powers or remedies provided by law or equity.
9. NOTICES. All notices, requests or demands which any party is required
or may desire to give to any other party under any provision of this Agreement
must be in writing delivered to each party at the following address:
Debtor: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
and ▇. ▇▇▇▇▇ Fall, III
C/O ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇-▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Bank: NationsBank, N.A.
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
1O1 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
or to such other address as any party may designate by written notice to all of
the parties. Each such notice, request and demand shall be deemed given or made
as follows:
A. If sent by hand delivery, upon delivery;
B. If sent by mail, upon the earlier of the date of receipt or five (5)
days after receipt in the U.S. Mail, first class postage prepaid.
10. MISCELLANEOUS. Debtor and Bank further covenant and agree as follows,
without limiting any of any other Credit Document except as provided in
paragraph 10.F. of this Agreement:
A. EXPENSES. Debtor agrees to pay all out-of-pocket expenses of Bank,
including but not limited to all reasonable attorney's fees and expenses,
incurred in connection with the Credit Documents and the enforcement and
collection of the Credit.
B. CUMULATIVE RIGHTS AND NO WAIVER. Each and every right granted to
Bank under any Credit Document, or allowed it by law or equity shall be
cumulative of each other and may be exercised in addition to any and all other
rights of Bank, and no delay in exercising any right shall operate as a waiver
thereof, nor shall any single or partial exercise by Bank of any right preclude
any other or future exercise thereof or the exercise of any other right. Debtor
expressly waives any presentment, demand, protest or other notice of any kind,
including but not limited to notice of intent to accelerate and notice of
acceleration. No notice to or demand on
CREDIT AGREEMENT/INDIVIDUAL - PAGE 8
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Debtor or any guarantor in any case shall, of itself, entitle Debtor to any
other or future notice or demand in similar or other circumstances.
C. APPLICABLE LAW. This Agreement and the rights and obligations of the
parties hereunder shall be governed by and interpreted in accordance with the
laws of the State in which Bank is located as indicated by Bank's address in
Section 9 of this Agreement and applicable United States federal law.
D. AMENDMENT. No modification, consent, amendment or waiver of any
provision of this Agreement, nor consent to any departure by Debtor therefrom,
shall be effective unless the same shall be in writing and signed by an
Assistant Vice President or higher level officer of Bank, and then shall be
effective only in the specific instance and for the purpose for which given.
This Agreement is binding upon Debtor, Debtor's heirs, personal representatives,
successors and assigns, and inures to the benefit of Bank, its successors and
assigns; however, no assignment or other transfer of Debtor's rights or
obligations hereunder shall be made or be effective without Bank's prior written
consent nor shall it relieve Debtor of any obligations hereunder. There is no
third party beneficiary of this Agreement. If more than one person executes this
Agreement as Debtor, the obligations of Debtor hereunder shall be joint and
several.
E. DOCUMENTS. All documents, certificates and other items required
under this Agreement to be executed and/or delivered to Bank shall be in form
and content satisfactory to Bank and its counsel.
F. COMPLIANCE WITH USURY LAWS. All existing and future agreements
regarding the Credit are hereby limited so that in no event (including
prepayment, default, demand for payment, or acceleration) shall the interest
taken, reserved, contracted for, charged or received exceed the maximum
nonusurious amount permitted by applicable law (the "Maximum Amount"); any
document possibly to the contrary shall be automatically reformed and the
interest payable automatically reduced to the Maximum Amount, without necessity
of execution of any amendment or new document; if Bank ever receives interest in
an amount which apart from this provision would exceed the Maximum Amount, the
excess shall, without penalty, be applied to principal in inverse order of
maturity of installments or be refunded to the payor if the principal is paid in
full; and all interest paid or agreed to be paid shall be spread throughout the
full term (including extensions) of the debt so that the amount of interest does
not exceed the Maximum Amount.
G. PARTIAL INVALIDITY. A determination that any provision of any Credit
Document is unenforceable or invalid shall not affect the enforceability or
validity of any other provision and the determination that the application of
any provision of any Credit Document to any person or circumstance is illegal or
unenforceable shall not affect the enforceability or validity of such provision
as it may apply to other persons or circumstances.
H. APPRAISALS. When Collateral includes real property, Bank may at its
option obtain once in each year (or as otherwise requested by Bank) an appraisal
or evaluation of the Collateral or any part thereof prepared in accordance with
written instructions from Bank by a third party appraiser engaged directly by
Bank if any of the following occur as determined by Bank in its sole discretion:
(a) an event of default has occurred and is continuing, (b) an adverse change
has occurred in real estate market conditions in the area where the Collateral
is located; (c) an appraisal or evaluation is required or recommended by bank
examiners and/or auditors or pursuant to banking regulations or bank policy then
in effect; or (d) an adverse change has occurred in the financial condition of
Debtor. Each such appraiser and appraisal or evaluation shall be satisfactory to
Bank. To the extent not prohibited by applicable law, the costs of each such
appraisal shall be payable by Debtor to Bank on demand (which obligation Debtor
hereby promises to pay).
I. SURVIVABILITY. All covenants, agreements, representations and
warranties made herein or in the other Credit Documents shall survive the making
of the Credit and shall continue in full force and effect so long as the Credit
is outstanding or the obligation of the Bank to make any advances under the Line
shall not have expired.
11. ADDITIONAL PROVISIONS (which shall be controlling in the event of any
conflict with the preceding provisions, except that paragraph 10.F. of this
Agreement shall be controlling in any event).
12. ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO
INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY RELATED AGREEMENTS OR INSTRUMENTS, 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 JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC.
(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
AGREEMENT 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.
CREDIT AGREEMENT/INDIVIDUAL - PAGE 9
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A. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE CITY OF THE
BORROWER'S DOMICILE AT THE TIME OF THIS AGREEMENT'S EXECUTION 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 NINETY
(90) DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY,
UPON SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING
FOR UP TO AN ADDITIONAL SIXTY (60) DAYS.
B. RESERVATION OF RIGHTS. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO
(I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF LIMITATION
OR REPOSE AND ANY WAIVERS CONTAINED IN THIS AGREEMENT; OR (II) BE A WAIVER BT
TEG 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 THE 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 OR THE APPOINTMENT OF A RECEIVER. THE 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 AGREEMENT. AT BANK'S OPTION, FORECLOSURE
UNDER A DEED OF TRUST OR MORTGAGE MAY BE ACCOMPLISHED BY ANY OF THE FOLLOWING:
DEED OF TRUST OR MORTGAGE, OR BY JUDICIAL FORECLOSURE, 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.
THIS WRITTEN AGREEMENT AND THE OTHER CREDIT DOCUMENTS 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 as of the date first above written.
DEBTOR:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (Seal) /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (Seal)
--------------------------- -------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (Seal) /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (Seal)
--------------------------- -------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
/s/ ▇. ▇▇▇▇▇ ▇▇▇▇, III (Seal)
---------------------------
▇. ▇▇▇▇▇ Hall, III
CREDIT AGREEMENT/INDIVIDUAL - PAGE 10
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NATIONSBANK, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Seal)
---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Seal)
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
CREDIT AGREEMENT/INDIVIDUAL - PAGE 11
