LOAN AGREEMENT
This Loan Agreement dated effective May 16, 1995, is by and between
Xxxxxx'x, Incorporated (individually and collectively the "Borrower") , and
FIRST SECURITY BANK OF NEW MEXICO, N.A. ("Bank") , a national banking
association.
RECITALS.
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1. Borrower has applied to the Bank for two loans as follows:
LOAN A. $900,000 Real Estate Loan.
LOAN B. $150,000 Revolving Line of Credit Loan.
2. The Bank is willing to make the Loans on the terms and conditions
set forth in this Agreement.
3. The Borrower and the Bank intend and agree to be bound by the terms
of this Agreement.
AGREEMENT.
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In consideration of the mutual covenants and agreements contained in this
Agreement and for other good and valuable consideration, the Borrower and the
Bank agree:
SECTION I - DEFINITIONS.
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As used in this Agreement, the following terms shall have the respective
meanings indicated:
1.01 Agreement means this Loan Agreement.
1.02 Bank means First Security Bank of New Mexico, N.A and its successors
and assigns.
1.03 Borrower means the undersigned borrower(s) and all successors and
assigns.
1.04 Borrower's Resolutions means, if Borrower is a corporation, the
resolutions duly adopted by the Board of Directors of the Borrower authorizing
and consenting to the Loan and to the execution and delivery of the Loan
Documents. The Borrower's Resolutions may be evidenced by the Resolution in a
form acceptable to the Bank.
1.05 Business Day means a day when the Bank is open for business.
1.06 Closing Date means effective May 16, 1995.
1.07 Collateral means all collateral, liens, assignments, mortgages,
security interests, and other rights, presently in connection with the loans, or
hereafter, created or signed by or in favor of Borrower to the Bank in order to
secure performance and/or repayment of the Loans.
1.08 Collateral Documents means any and all documents executed by or on
behalf of the Borrower, any Guarantor, or any party having any right, title or
interest in any Collateral which evidences, grants, creates, assigns, or
perfects any interest in the Collateral in favor of Bank.
1.09 Governmental Authority means the United States of America; the State of
New Mexico; any political subdivision of any of the foregoing and any agency,
department, commission, board, bureau or instrumentality of any of them which
now or hereafter exercises jurisdiction over the Borrower.
1.10 Guarantor means X. X. Xxxxxx.
1.11 Loans means the loans from the Bank to the Borrower as described in
Section 2, evidenced by the Notes and advanced by the Bank pursuant to the terms
of this Agreement and the other Loan Documents.
1.12 Loan Document(s) means this Agreement, the Notes, all Collateral
Documents, and all other liens, lien interests, and instruments executed in
connection with or as security for the payment of the Loans or for performance
of the Borrowers Obligations under this Agreement, or for both such payment and
performance and all renewals, ex-tensions, modifications and amendments of any
of the foregoing.
1.13 Loan Fees means the fees charged by the Bank in connection with the
Loans, in addition to the expenses described in Paragraph 3.07.
1.14 Note(s) collectively means the following promissory notes executed and
delivered by the Borrower together with all extensions, amendments,
modifications, revisions, replacements, and substitutions thereof permitted by
the Bank:
(a) $900,000 Real Estate Loan in the form attached as Exhibit
1.14(a); and
(b) $150,000 Revolving Line of Credit loan in the form
attached as Exhibit 1.14(b).
1.15 Obligations means all obligations of the Borrower:
(a) To pay the principal of, and interest on, each Note and
any Renewal Note in accordance with their respective
terms, now existing or existing in the future, and to
satisfy all of its other liabilities to the Bank whether
hereunder or otherwise, whether now existing or hereafter
incurred, matured or unmatured, direct or contingent,
joint or several, including any extensions,
modifications, renewals thereof and substitutions
therefor;
(b) To repay to the Bank all amounts advanced by the Bank
hereunder or otherwise on behalf of the Borrower,
including, but without limitation, advances for Loan
Fees, principal or interest payments 'to prior secured
parties or lien holders, or for taxes or levies; and
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(c) To reimburse the Bank, on demand, for all of the Bank's
expenses and costs, including the reasonable fees and
expenses of its counsel, in connection with the
administration, amendment, modification or enforcement of
the Loan Documents and any documents evidencing or
relating to a Renewal Note, including, without
limitation, any proceeding brought- or threatened to
enforce payment of any of the Obligations.
1.16 Organizational Documents means:
(a) If Borrower is a corporation, copies of the current
Articles of Incorporation and Bylaws of the Borrower and
all amendments, and evidence satisfactory to the Bank
that the Borrower is a corporation in good standing in
the State of. New Mexico; and
(b) If Borrower is a partnership or other business entity,
copies of the organizational documents and evidence
satisfactory to the Bank that Borrower is a bona fide
business entity.
1.17 Person means any individual, partnership, corporation or other business
entity or organization.
1.18 Renewal Note means any promissory note executed and delivered by the
Borrower to the Bank in connection with a renewal, extension, modification,
amendment, revision, replacement or substitution of one or both Notes in
accordance with the terms of this Agreement.
SECTION 2 - THE LOANS.
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2.01 General Terms.
(a) LOAN A. The maximum principal amount of Loan A shall be
$900,000. The loan shall be:
A non-revolving/draw loan with funds to be advanced over
a period of time (with no right to reborrow repaid
principal).
LOAN B. The maximum principal amount of Loan B shall be
$150,000. The loan shall be:
A revolving line under which the Borrower may borrow,
repay, and reborrow up to the maximum principal amount at
any time or from time to time from the date of this
Agreement to and including May 31, 1996, or the
termination of the obligation of the Bank pursuant to
Section 5, whichever is earlier.
(b) Borrower's obligation to repay the Loans shall be
evidenced by the Notes, any Renewal Note, and the other
Loan Documents, all of which Borrower shall execute and
deliver to the Bank before it may receive any Loan
proceeds.
(c) Bank shall not advance on Loan A more than 70% of the
current appraised value of the Collateral real estate at
any time.
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2.02 Security for Payment and Performance. The Collateral is given to secure
Loan A and B and is and will be used as security for any and all other
indebtedness of Borrower to the Bank, whether now existing or here after
arising. Repayment and performance of the Obligations is secured by the
Collateral Documents, including, but not limited to the following:
Loan A. First real estate mortgage on land and building known as
the Flying C Ranch located approximately 16 miles east of Xxxxxx
Corners, NM; all furniture, fixtures, and equipment now owned or
hereafter acquired, located at the Flying C Ranch facility;
Assignment of Leases and Rents.
Loan B. Unsecured.
2.03 Right of Set-off. Collateral includes the Bank's right of set off
against any balance or share belonging to Borrower of any deposit or other
account with the Bank, notwithstanding any other security for the Loans.
2.04 Collateral; Deficiency. All security held by the Bank under the terms
of this Agreement and the other Loan Documents shall be available as Collateral
for the Loans and may be applied to satisfy the Borrower's Obligations and to
otherwise perform its duties and obligations under the Loan Documents. The
Borrower shall remain liable for any deficiency remaining after such
application.
2.05 Interest on the Notes. Interest shall accrue at the rate specified in
the Notes. The Bank may, at its option, calculate and charge interest as though
each payment is made on the payment due date with principal reductions effective
as of the date of receipt.
2.06 Repayment of the Notes. Each Note shall be due and payable on the dates
specified in the Note and in accordance with the terms thereof. All payments
shall be paid directly to the Bank in immediately available funds. After written
notice of default and a 30 day cure period, the Bank may charge any deposit
account of Borrower for all or any part of the obligations due or declared due.
The records maintained by the Bank shall be deemed to be evidence of the date of
an amount of each payment on the Note and the other Obligations. Payments may be
applied to any Note(s) in such amounts and in such order or priority as the Bank
deems necessary.
2.07 Guaranty. The Loan(s) will be guaranteed by the Guarantor(s) named in
Paragraph 1.10 in a form acceptable to Bank, to be attached as Exhibit 2.07.
2.08 Loan Fees. The Borrower shall pay -the following Loan Fees:
Loan A. None.
Loan B. None.
2.09 Authorized Persons. Xxxxxxx Xxxxxx or X. X. Xxxx is authorized to make
a written or oral request to Bank to advance funds under this Agreement. Any
advance made pursuant to such written or oral request is irrebuttable presumed
to be made for Borrower's benefit. Bank shall
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make disbursements on the Loan(s) to Borrower for the account of Borrower unless
Borrower directs otherwise in writing.
SECTION 3 - REPRESENTATIONS AND AFFIRMATIVE COVENANTS.
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The Borrower represents, warrants, covenants and agrees that:
3.01 Status. The Borrower is a duly organized and validly existing
corporation, partnership or other business entity, in good standing and duly
authorized to carry on its business in the State of New Mexico as now conducted
and to enter into and perform its obligations under this Agreement and each of
the Loan Documents.
3.02 Maintenance of Status. The Borrower will maintain its existence as a
business entity which is duly authorized to do business in the State of New
Mexico, will comply with all statutes and rules and regulations applicable to
its organization and existence and its business in New Mexico or elsewhere, and
will maintain its properties and other assets in good condition.
3.03 Due Authorization. The execution, delivery and performance by the
Borrower of the Loan Documents have been duly authorized by all necessary
corporate action by the Borrower and its Board of Directors.
3.04 Validity and Binding Effect. The Loan Documents have been duly and
validly executed, issued and delivered by the Borrower and constitute valid and
legally binding obligations of the Borrower, enforceable in accordance with
their terms except as may be limited by bankruptcy, insolvency, reorganization
or other similar laws related to or affecting enforcement of creditors' rights.
3.05 Compliance. The execution and delivery by the Borrower of the Loan
Documents and compliance by the Borrower with -the terms thereof will not
violate:
(a) Any law or regulation, including but not limited to any
securities law or regulation;
(b) Borrower's Organizational Documents; or
(c) Any other instrument or agreement binding upon the
Borrower.
3.06 Impositions. The Borrower will comply with all legal requirements and
will pay all taxes, assessments, governmental charges and other obligations
which, if unpaid, might become a lien against the Collateral and the Borrower's
other property, except liabilities being contested in good faith and against
which, if requested by the Bank, the Borrower will set up reserves to satisfy
such obligations as they become due.
3.07 Expenses and Loan Fees. The Borrower will pay any and all fees, costs
and expenses, of whatever kind and nature, including but not limited to
attorneys' fees, title insurance premiums, surveys, environmental audits,
appraisal fees, recording fees, and filing fees, incurred by Bank in connection
with the origination of the two subject loans (whether or not the Loans are
advanced) and all shall be borne and paid by Borrower on demand by Bank and
until so paid constitute part of the obligations of
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Borrower secured by the Loan Documents and the Collateral, and shall accrue
interest at the Note irate or, if applicable, at the default rate. Borrower
hereby authorizes Bank to make advances on the Loan(s), if available, to pay
such costs and expenses if Bank, in its sole discretion, chooses to do so.
3.08 Accuracy of Representations. No certificate, statement, document,
financial or other information delivered by or, on behalf of Borrower to the
Bank in connection herewith or in connection with the Loans contains any untrue
statement of a material fact or falls to state any material fact necessary to
keep such information from being misleading. Borrower represents and warrants
all financial and other information hereafter furnished to the Bank will be
materially accurate and complete and acknowledges that such information will be
submitted to the Bank with the intent that the Bank will rely upon such
information.
3.09 Financial and Other Information. The Borrower shall deliver to the Bank
the following financial and other information:
(a) Financial Statements.
Within one hundred twenty (120) days after the end of each
fiscal year, annual financial statements accept-able to the
Bank, including balance sheet, statement of income, notes
thereto, and any other financial information reason requested
by Bank. The statements shall be audited. (Initials)
(b) Semi-annual Information.
Within sixty (60) days after the end of the second fiscal
quarter, Borrower's internally prepared balance sheet and
statement of income. Such internally prepared information shall
be prepared and conform with generally accepted accounting
principles, consistently applied, with certification that such
information is materially true, accurate, and complete to the
best knowledge of the person preparing such information and the
President of Borrower.
(c) Financial Information on Guarantors.
Borrower shall obtain and furnish annually, in form acceptable
to the Bank, a financial statement of each Guarantor.
Additionally, Borrower shall furnish to the Bank annually the
individual federal income tax return, with all schedules, of
each Guarantor.
(d) Underground storage Tank Information
Borrower will provide -the Bank with all documentation related
to the removal of underground storage tanks at the Flying C
Ranch facility. The information will include but not be limited
to the "Closure Certificate" issued by the New Mexico EID.
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(e) Additional Information.
Borrower shall provide such additional financial and other
information about the Borrower and its business activities, and
any other guarantor which the Bank shall reasonably require
during the term of these loans.
3.10 Collateral Title, Liens. Borrower shall, at its own expense, take any
and all actions necessary to remove any encumbrances or clouds upon title to the
Collateral, except those agreed to in writing by the Bank; and Borrower shall
keep the Collateral free and clear of such encumbrances or clouds upon title,
except those agreed to in writing by the Bank.
3.11 Solvency. The Borrower is solvent, and there are no proceedings.
pending or threatened against it which could materially adversely affect its
financial condition or its ability to timely perform all Obligations, nor are
there any governmental or any judicial proceedings of any kind pending or
threatened against it except as disclosed to the Bank in writing prior to
closing.
3.12 Collateral Free and Clear. The Collateral is free and clear of any
adverse liens, restrictions or limitations including any restriction from
transfer except those that have been disclosed to the Bank in writing prior to
closing.
3.13 Notice to Bank of Adverse Claims. The Borrower will promptly notify the
Bank of:
(a) Any litigation or any claim or controversy which might be the
subject of litigation against the Borrower affecting any of the
Collateral, if such litigation or potential litigation might,
in the event of an unfavorable outcome, have a material adverse
effect on such entity's financial condition or on the Bank's
lien or security interest in the Collateral or might cause an
Event of Default;
(b) Any material adverse change in the financial condition or
business of the Borrower;
(c) Any other matter which in the opinion of the Borrower might
materially adversely affect the financial condition of the
Borrower; and/or
(d) The occurrence of any Event of Default.
3.14 Limitations on Borrower; Prohibitions. During the term of the Loans,
including the term of any Renewal Note:
(a) Borrower will notify the Bank in writing of any change in the
offices of the President, or any other executive officer of
Borrower, within three (3) business days following the date of
any such change.
3.15 Records. The Borrower will keep accurate records, in accordance with
generally accepted accounting principles, of all its transactions so that at any
time, and from time to time, its true and complete
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financial condition may be readily determined and, at the Bank's reasonable
request, make such records available for the Bank's inspection and permit the
Bank to make and retain copies thereof.
3.16 Payment of Wages. The Borrower shall pay all wages and payroll taxes
(federal, state and local) as they become due and shall comply with all
applicable federal, state and local labor laws.
3.17 Further Assurances. Throughout the term of the Loans, Borrower and any
guarantor shall take whatever action is deemed by the Bank to be necessary to
preserve and/or protect the Bank's lien on the Collateral, including, without
limitation, executing additional documents.
3.18 No Assignment. Neither the Loans or the proceeds nor the
Borrower's rights under the Loan Documents may be assigned by the Borrower
without the Bank's prior written consent. Any such assignment without such
consent shall be void.
SECTION 4 - CLOSING CONDITIONS.
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4.01 Conditions Precedent to Closing. The Bank shall not be obligated to
close the Loans unless all of the following conditions shall be satisfied at the
time of such advance, or current compliance with such condition shall have been
waived in writing by the Bank and unless all warranties were substantially true,
correct and accurate at the time made and remain so through closing;
(a) The Loan Documents and other items. The Bank shall have
received original, properly executed Loan Documents and
other documents or items, including:
(1) This Agreement;
(2) The Note(s);
(3) The Collateral Documents described in section 2.02;
(4) The Guaranty(s).
(b) No Default. There shall be no Event of Default under any
Loan Document.
(c) No Potential Default. No event shall have occurred which,
with notice or lapse of time or both, would constitute an
Event of Default under any Loan Document, unless such
potential default shall have been cured to the
satisfaction of Bank prior to the ripening of such
potential default into actual default.
(d) Fulfillment of Conditions. The Borrower shall have
satisfied all conditions for the advance and the Borrower
shall be in current compliance with all of its covenants,
agreements and obligations under any Loan Document.
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SECTION 5 - DEFAULT AND REMEDIES.
---------------------------------
5.01 Events of Default. The occurrence, whether voluntary or involuntary or
arising by operation of law, or as a result of a judicial or governmental action
or otherwise, of any Event of Default, as defined in the Notes, including any
Renewal Note, any Collateral Documents or the failure to observe or perform any
duty, obligation, warranty, requirement, condition, limitation, or restriction
in this Agreement, any Note, or any event of default under any other indenture,
Agreement, or undertaking between the Borrower and the Bank or between the
Borrower and any lender other than the Bank, shall constitute an Event of
Default under this Agreement.
If any payment required by these Notes is not made within ten (10) days of
written notice, or if any non-mandatory default as described in any. security
agreement, assignment, pledge agreement, real estate mortgage, or assignment of
rents or leases which provide security for the loans is not cured within thirty
(30) days of written notice, 'the unpaid balance of these Notes, and any other
liabilities of the maker to the holder, direct or indirect, absolute or
contingent, now or heretofore existing or hereafter arising (all hereinafter
called "Obligations") shall become immediately due and payable at the option of
the holder, without notice or demand. Written notice shall be by certified mail
and shall be deemed received when deposited, postage prepaid, in the United
States mail.
SECTION 6 - MISCELLANEOUS.
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6.01 Execution and Form of Documents. Each written instrument required by
this Agreement or any of the other Loan Documents to be furnished to the Bank
shall be duly executed by the person or persons specified (or where no
particular person is specified, by such person as the Bank shall require), duly
acknowledged where required by the Bank and, in the case of affidavits and
similar sworn instruments, duly sworn to and subscribed before a notary public
duly authorized to act in the premises by Governmental Authority; shall be
furnished to the Bank in one or more copies as required by the Bank; shall be in
such form and of such substance as shall be effective, in the judgment of the
Bank, to accomplish the results intended by such instrument; and shall in all
respects be in form and substance satisfactory to the Bank and to its legal
counsel.
6.02 Form of Evidence of Facts. Where evidence of the existence or
nonexistence of any fact is required by this Agreement or any of the other ]Loan
Documents to be furnished to the Bank, such evidence shall in all respects be in
form and substance satisfactory to the Bank, and the duty to furnish such
evidence shall not be considered satisfied until the Bank shall have
acknowledged, in writing, that it is satisfied; provided that, if the Bank fails
to so acknowledge within sixty (60) days after receipt of such evidence, it
shall be deemed to be satisfied.
6.03 Severability. If any item, term or provision contained in the Loan
Documents is in conflict, or may hereafter be held to be in conflict with the
laws of the United States or the State of New Mexico, as applicable, or any
political subdivision of any of them, then only the documents containing such
provision shall be affected and it shall be affected only as to such particular
item, term or provision and shall in all other respects remain in full force and
effect.
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6.04 No Waiver. No course of dealing between the Bank and the Borrower or
any guarantor, or any delay on the part of the Bank in exercising any rights
hereunder or under the Loan Documents shall operate as a waiver of any rights
of the Bank, except to the extent, if any, expressly waived in writing by the
Bank.
6.05 Survival. All covenants, agreements, representations and warranties
made by the Borrower in the Loan Documents and in any certificates or other
documents or instruments delivered pursuant to this Agreement shall survive the
making by the Bank of the Loans and the execution and delivery of the Loan
Documents, and shall continue in full force and effect until the obligations are
paid in full.
6.06 Notices. Any notice, request or other communication required or
permitted to be given hereunder shall be given in writing by hand. delivery,
facsimile transmission, delivery by commercial courier or by depositing the same
in the United States Mail (certified), postage prepaid, addressed to the
respective parties as follows:
If to the Borrower: Bowlins, Incorporated
000 Xxxxxxxxx Xxxx., X. X.
Xxxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, President
If to the Bank: First Security Bank of New Mexico, X.X.
Xxxx Xxxxxx Xxx 0000
Xxxxxxxxxxx, Xxx Xxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxx, Vice President
6.08 Modification. This Agreement shall not be changed orally or by course
of conduct or dealing but shall be changed only by agreement in writing signed
by all parties hereto.
6.09 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which, when so executed and delivered, shall be
an original, but such counterparts shall together constitute one and the same
instrument.
6.10 Binding Effect. This Agreement shall be binding upon the Bank, the
Borrower and its successors, assigns, heirs and personal representatives.
6.11 No Partnership or Joint Venture. Notwithstanding anything to the
contrary in the Loan Documents, and notwithstanding any action the Bank takes
pursuant to 'the ]Loan Documents, the Bank and the Borrower shall not be deemed
to be engaged in a partnership or joint venture, nor shall the Bank be deemed to
be an agent or principal of the Borrower.
6.12 Assignment by the Bank. The Loan Documents, and the Loans contemplated
thereby, may be placed, participated, assigned and/or serviced by the Bank
and/or its successors and assigns, and in connection with any of the foregoing,
the Bank may receive servicing, brokerage or other fees. Any such placement,
participation, assignment or servicing shall be at the Bank's sole option; and
the Bank and its successors and assigns shall have no obligations to disclose to
the Borrower the receipt, or contemplated receipt, of any such fees, nor shall
the Borrower have any claim or right to the same.
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6.13 Relation to Other Documents. The provisions of this Agreement are not
intended to supersede the provisions of the other Loan Documents, but should be
construed as supplemental thereto. However, except as specifically provided
herein, if there is any inconsistency between the provisions of this Agreement
and the other Loan Documents, it is intended that this Agreement shall be
controlling.
6.14 Jurisdiction. Borrower hereby irrevocably agrees that any legal action
or proceedings against the Borrower with respect to this Agreement may be
brought in the courts of the State of New Mexico or in the U.S. District Court
for the District of New Mexico. Borrower hereby consents and attorns to the
jurisdiction of such courts and further consents to the personal jurisdiction of
any court located within Bernalillo County, New Mexico, with respect to any
lawsuit to enforce the obligations of Borrower under this Agreement. This
provision shall, not limit the right of the Bank to bring such action or
proceedings against the Borrower in the courts of such other states or
jurisdictions where the Borrower may be subject to jurisdiction.
6.15 Governing Law. This Agreement and the Loan Documents have been
negotiated, executed and delivered solely within the State of New Mexico. The
rights and obligations of the parties under this Agreement and under each of the
Loan Documents shall be governed by and construed and interpreted in accordance
with the laws of the State of New Mexico.
6.16 18 U.S.C Ss 1014. Borrower represents and warrants that it is aware of
and, through duly authorized officers and/or directors, has read and understand
the provisions of 18 U.S.C. S1014 which provide generally:
Whoever knowingly makes any false statement or report, or
willfully overvalues any land, property or security, for the
purpose of influencing in any way, the action of... any
institution the accounts of which are insured by the Federal
Deposit Insurance Corporation... upon any application, advance,
discount, purchase, purchase agreement, repurchase agreement,
commitment, or loan, or any change or extension of any of the
same, by renewal, deferment of action or otherwise, or the
acceptance, release, or substitution of security therefor, shall
be fined not more than $1,000,000 or imprisoned not more than 30
years or both.
6.17 N.M.S.A. Ss 58-6-5. Borrower represents and warrants that it is aware
of and through its duly authorized officers and/or authorized representatives,
has read and understands the provisions of N.M.S.A. Ss 58-6-5 which provides:
"A contract, promise or commitment to loan money or to grant,
extend or renew credit or any modification thereof, in an amount
greater than twenty-five thousand dollars ($25, 000), not
primarily for personal, family or household purposes, made by a
financial institution shall not be enforceable unless in writing
and signed by the party to be charged or that party's authorized
representative.... "
6.18 Indemnity. Borrower hereby agrees to indemnify and hold harmless Bank,
its directors, officers and employees from any and all liability, expense,
costs, charges or assessments, including attorneys'
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fees and expenses, with respect to hazardous or toxic substances or waste
handling, disposal, storage, repairs or cleanup, whether incurred or imposed
pursuant to local, state or federal law. Borrower also agrees to indemnify and
hold harmless Bank, its directors, officers and employees from and against any
and all liability, expense, damage, demands, claims and lawsuits, including
attorneys' fees and expenses, arising out of this Agreement or the other Loan
Document(s) or in connection therewith, unless arising from Bank's willful
misconduct.
This Agreement was executed on the dates indicated; it is effective as of May
16, 1995.
BANK: FIRST SECURITY BANK OF NEW MEXICO, N.A.
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By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Vice President
Executed on: 5-16-95
BORROWER: BOWLINS, INCORPORATED
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By: /s/ X. X. Xxxxxx
--------------------------------
X. X. Xxxxxx, President
Executed on: 5-16-95
GUARANTOR: /s/ X. X. Xxxxxx
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X. X. Xxxxxx
Executed on: 5-16-95
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