EXHIBIT 7.4
M&I PERSONAL LINE OF CREDIT AGREEMENT
(Lines to individuals over $25,000 not secured by real estate)
XXXX PICK AND XXXXXXX PICK 06/14/2000 $100,000.00
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Customer Date Credit Line
Loans. The undersigned ("Customer," whether one or more) requests that M&I Bank
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("Bank") lend to Customer from time to time such amounts as Customer requests in
accordance with this Agreement ("Loans"). Subject to the terms of this
Agreement, Bank agrees to make Loans up to the aggregate principal amount of the
Credit Line indicated above at any time outstanding ("Credit Line"). Customer
may obtain Loans under this Agreement until May 12, 2001 ("Termination
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Date") or any other date on which Customer or Bank terminate this Agreement
pursuant to paragraph 4 on reverse side. ( X ) if checked here, the
Termination Date shall be automatically extended from year to year unless the
Bank gives Customer notice to the contrary at least 15 days prior to the
Termination Date or the annual anniversary of such date. Bank is not obligated
to but may make Loans in excess of the Credit Line. Customer agrees to pay to
the order of Bank at its offices all Loans as recorded and reflected on Bank's
records.
Proceeds. Bank will disburse Loan proceeds to Customer deposit account number
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--------------- or by deposit to any deposit account at Bank to which any
Customer is a party or by other means acceptable to Bank.
Interest. Unpaid principal balances bear interest before maturity at a rate
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equal to -0- percentage points in excess of the prime rate of interest
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adopted by Bank as its base rate for interest rate determinations from time to
time (with the rate changing as and when that prime rate changes). Interest is
computed for this actual number of days principal is unpaid on the basis of a
360 day year. Unpaid principal and interest bear interest after maturity
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(whether by acceleration or lapse of time) at a rate which would otherwise be
applicable, plus 2 percentage points, computed on the same basis.
Payments. Interest is payable on May 30, 2000 , and on the same date of
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each CONSECUTIVE month thereafter and at maturity. The total unpaid balance
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shall mature and be due and payable in full on a date of termination pursuant to
paragraph 4 on reverse side.
Security. This Agreement is secured by all existing and future security
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agreement's between Bank and Customer, between Bank and any guarantor of this
Agreement, and between Bank and any other person providing collateral security
for Customer's obligations. However, this Agreement is not secured by real
estate. Unless a lien would be prohibited by law or would render a nontaxable
account taxable. Customer grants to Bank a security interest and lien in any
deposit account Customer may at any time have with bank. Bank may, at any time
after an occurrence of an event of default, without notice or demand, set off
against any deposit balances or other money now or hereafter owed any Customer
by Bank any amount unpaid under this Agreement.
Pre-Authorized Payments
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Bank is authorized to automatically charge payments due under the Agreement to
account # N/A at N/A .
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For Wisconsin married residents only. The obligation evidenced by this
Agreement is being incurred in the interest of my marriage or family.
X /s/ XXXX PICK X /s/ XXXXXXX PICK
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ADDITIONAL PROVISIONS
1. LOAN PURPOSE
STOCK COLLATERAL: Customer agrees not to use Loans to purchase margin
stock within the meaning of Regulation U of the Board
of Governor's of the Federal Reserve System. If Loans
are secured by margin stock and if requested by Bank,
Customer agrees to deliver to Bank the Federal Reserve
Form U-1.
2. CO-CUSTOMERS: Any Customer may request Loans. All Customers are
jointly and severally liable for all Loans and other
obligations under this Agreement. Bank may at its
option and without notice refuse any request for a Loan
or any other request with respect to this Agreement
upon Request of any Customer or upon receipt of
inconsistent instructions from Customers. Customer
acknowledges that Bank has not made any representations
or warranties with respect to, and that Bank does not
assume any responsibility to Customer for, the
collectably or enforcability of this Agreement or the
financial condition of any Customer. Each Customer has
independently determined the collectability and
enforcability of this Agreement.
3. CREDIT INFORMATION:
CONSENTS Customer agrees to furnish or will authorize to be
furnished such credit and financial information
including, but not limited to current financial
statement as the Bank may require from time to time.
Customer authorizes Bank to investigate Customer's
credit standing prior to Bank's acceptance of this
Agreement and at any time thereafter. Customer
authorizes Bank to disclose financial and other
information about Customer to others. Without
effecting the liability of any Customer or guarantor,
Bank may from time to time, without notice, accept
partial payments, release or impair any collateral
security for the payment of this Agreement, agree not
to xxx any party liable on it, or renew or extend the
time for payment.
4. TERMINATION: Bank may terminate Customer's right to obtain Loans
under this Agreement at any time upon the occurrence of
one or more of the following events: (a) Customer is in
default for nonpayment or for breach of a covenant
which materially impairs Bank's right in any collateral
securing this Agreement, (b) Customer requests Loans in
excess of the Credit Line or such lesser amount as may
be available to Customer under this Agreement, (c) Bank
discovers that information provided by Customer in
connection with this Agreement was false or fraudulent
to any material respect, or (d) Bank discovers a
materially adverse change in Customer's financial
condition. Any Customer may terminate all rights to
obtain Loans under this Agreement at any time by
written notice to Bank, and such notice of termination
shall be binding on each Customer. Termination, for
whatever reason, does not affect Bank's rights, powers
and privileges, or Customer's duties and liabilities
with regard to the than existing Loan benefits.
5. DEFAULT AND
ACCELERATION: Upon the occurrence of any one or more of the following
events of default: (a) Customer fails to pay any amount
when due under this Agreement or under any other
instrument evidencing any other indebtedness of any
Customer to Bank, (b) any representation or warranty
made under this Agreement or information provided by
Customer in connection with this Agreement is or was
false or fraudulent in any material respect, (c) a
material adverse change occurs in
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Customer's financial condition, (d) Customer fails to
timely observe or perform any of the covenants or
duties contained in this Agreement, (e) any guaranty of
Customer's obligations under this Agreement is revoked
or becomes unenforceable for any reason or any such
guarantor dies, or (f) an event of default occurs under
any security agreement securing payment under this
Agreement, then, at Bank's option, and upon written or
verbal notice to any Customer, Bank's obligation to
make Loans under this Agreement shall terminate and
this total unpaid balance shall become immediately due
and payable without [o], demand, protest, or further
notice of any kind, all of which are hereby expressly
waived by Customer. Bank's obligation to make Loans
under this Agreement will automatically terminate and
the total unpaid balance shall automatically become due
and payable in the event any Customer or guarantor
becomes the subject of bankruptcy or other insolvency
proceedings. Bank's receipt of any payment on this
Agreement after the occurrence of an event of default
shall not constitute a waiver of the default of the
Bank's rights and remedies upon such default. All
Customer's and guarantors agree to pay all costs of
collecting before and after judgment, including
reasonable attorneys' fees (including those incurred in
successful defenses or settlement of any counterclaim
brought by Customer or incident to any action or
proceeding involving Customer brought pursuant to the
United State Bankruptcy Code) providing, however, that
if Arizona law is applicable to this Agreement and if
the Credit Line is $10,000 or less. Customer agrees to
pay court costs, expenses and reasonable attorneys'
fees if the Loans are referred for collection to an
attorney other than a salaried employee of Bank.
Bank may amend the terms of this Agreement including
the Credit Line, from time to time, and will mail to
Customer at Customer's last known address shown on the
records of Bank, advance written notice of any such
amendment. To the extent permitted by law, amendments
will apply to outstanding Loan balances and to future
Loans.
6. AMENDMENT: To the extent not prohibited by law, Customer consents
that venue for any legal proceeding relating to
collection of this Agreement shall be at Bank's option,
the county in which Bank has its principal office in
this state, the county in which any Customer resides of
the court in which this Agreement was executed.
Neither this Agreement nor any of Customer's rights
under it are assignable.
7. VENUE ASSIGNMENT: The validity, construction and enforcement of this
Agreement are governed by the laws of the state in
which Bank is chartered or has its main office.
Invalidity of any provision of this Agreement shall not
effect the validity of any other provision of this
Agreement. As terms not otherwise defined have the
meaning assigned to them by the Uniform Commercial
Code. This Agreement is intended by the Bank
8. INTERPRETATION: and Customer as a final expression of their Agreement
and as a completes and exclusive statement of its
terms, there being no conditions to the full
effectiveness of this Agreement except as set forth in
this Agreement. The provisions of this Agreement shall
control whenever inconsistences with provisions of any
agreement securing this Agreement.
PREAUTHORIZED TRANSFER DISCLOSURE
When Customer authorize Bank to obtain payment of amounts becoming due Bank by
initiating charges to Customer's account, Customer also requests and authorize
remitting financial institution to start and honor same and to charge same to
Customer's account. This authorization will remain in effect until Customer
notifies Bank and the remitting financial
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institution in writing to terminate this authorization and Bank and remitting
institution are not the same, the Customer is an individual, the account was
established primarily for personal, family or household purpose and the regular
payments may vary in amount, the Customer has the right to receive a notice from
Bank 10 days before each payment of how much the payment will be, however, by
signing this Agreement, Customer elects to receive notice only when current
payment would differ by more than 100% from previous payment.
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