EXHIBIT 10.22
RESTATED LOAN AGREEMENT
THIS RESTATED LOAN AGREEMENT, made as of the 14th day of
February, 2000, by and between XXXXXX INVESTMENT CORPORATION ("Borrower") and
M&I BANK OF SHAWANO ("Bank").
In consideration of the mutual covenants, conditions and
agreements set forth herein, and other good and valuable consideration, the
receipt and adequacy of which the parties hereto acknowledge, Borrower and Bank
hereby agree as follows:
ARTICLE I
DEFINITIONS
The following terms which appear in this Loan Agreement shall
be defined as set forth in this Article I:
1.1 Adjusted Interbank Rate is expressed as a fraction, the
numerator of which is the Interbank Rate and the denominator of which is one
minus the Interbank Reserve Requirement.
1.2 Advance is any extension of credit by Bank to Borrower
under this Loan Agreement and any Mortgage Note.
1.3 Advance Termination Date is April 30, 2001.
1.4 Articles of Incorporation are the Articles of
Incorporation of Borrower.
1.5 Borrowing Base is seventy percent (70%) of the cost of any
real estate acquisition made by Borrower. Bank, in its sole discretion, may
increase the Borrowing Base to no higher than 75% of the cost of any real estate
acquisition made by Borrower for which Borrower delivers to Bank a Qualified
Appraisal.
1.6 Borrowing Resolution is the resolution of the Board of
Directors of the Borrower authorizing the execution of this Loan Agreement and
all of the documents and agreements referenced herein.
1.7 Bylaws are the Bylaws of Borrower.
1.8 Closing Documents are for each Project, the Development
Plan, a survey map, an accepted offer to purchase and a title insurance
commitment dated no less than (thirty) 30 days prior to the proposed date of
Borrower's acquisition of the real estate described in the Project.
1.9 Closing Fee is a sum equal to one-half percent (1/2%) of
each Mortgage Note amount, with a minimum of $250.00 and a maximum of $5,000.00
for each Mortgage Note.
1.10 Development Plan is the plan prepared by Borrower for
each Project which subdivides the real estate contained within each Project into
distinct lots, and which assigns a minimum target sales price for each such lot.
More than one Development Plan shall be referred to as "Development Plans."
1.11 Environmental Laws shall be defined as any and all federal, state, local
and foreign statutes, laws, regulations, ordinances, rules or other governmental
restrictions relating to the environment or to emissions, discharges or releases
of pollutants, contaminants, petroleum or petroleum products, chemicals or toxic
or hazardous substances or wastes into the environment including, without
limitation, ambient air, surface water, ground water, or land, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of pollutants, contaminants, petroleum or
petroleum products, chemicals or toxic or hazardous substances or wastes or the
clean-up or other remediation thereof and any and all judgments, orders,
decrees, permits, grants, franchises, licenses or agreements relating to the
foregoing to which Borrower is a party or which is otherwise applicable to
Borrower.
1.12 Event of Default is defined as the occurrence of any
event described in Article VIII, below.
1.13 Existing Agreement is, collectively, the Loan Agreement
dated as of October 5, 1995, an Amendment to Loan Agreement Dated October 5,
1995, a Second Amendment to Loan Agreement as of July 25, 1997, a Third
Amendment to Loan Agreement as of May 15, 1998, and a Fourth Amendment to Loan
Agreement as of May 15, 1999, all between Bank and Borrower, and all documents
referenced therein or appended thereto.
1.14 Existing Mortgages are the mortgages executed by
Borrower, securing repayment of the Existing Notes.
1.15 Existing Notes are the following business notes executed
by Borrower:
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Date Original Principal Due Date
Amount
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March 30, 1999 $ 100,800.00 March 30, 2001
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April 30, 1999 $ 56,700.00 April 30, 2001
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May 19, 1999 $ 60,900.00 May 19, 2001
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November 30, 1999 $ 176,000.00 November 30, 2001
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1.16 FIRREA is the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, as amended from time to time.
1.17 Guarantor is Xxxxxx X. Xxxxxx.
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1.18 Guaranty is the continuing guaranty (limited) executed by
Guarantor, in the form attached hereto as Exhibit 1.18.
1.19 Interbank Rate means with respect to any Advance, the
rate per annum equal to the rate (rounded upwards, if necessary, to the nearest
1/16 of 1%) quoted as the rate at which dollar deposits in immediately available
funds are offered on the first day of each calendar month in the interbank
Eurodollar market on or about 9:00 A.M., Milwaukee time, for a period of one (1)
calendar month for LIBOR Advances, and for a period of two (2) years for a
Permanent Rate Election. If the first day of any calendar month is not a regular
business day, the Interbank Rate shall be established on the preceding business
day. Bank currently uses the Knight Ridder Information Service to provide
information with respect to the interbank Eurodollar market, but Bank may change
the service providing such information at any time. Each such determination
shall be conclusive and binding upon the parties hereto in the absence of
demonstrable error.
1.20 Interbank Reserve Requirement means a percentage
(expressed as a decimal) equal to the aggregate reserve requirement in effect on
the first day of each calendar month (including all basic, supplemental,
marginal and other reserves and taking into account any transitional adjustments
or other scheduled changes in reserve requirements during each calendar month)
specified for "Eurocurrency Liabilities" under Regulation D of the Board of
Governors of the Federal Reserve System, or any other regulation of the Board of
Governors which prescribes reserve requirements applicable to "Eurocurrency
Liabilities" as presently defined in Regulation D, as then in effect, as
applicable to the class or classes of banks of which Bank is a member.
1.21 Interest Period means with respect to each LIBOR Advance,
the period through and including the final day of the calendar month in which
the LIBOR Advance is made or the LIBOR Rate is elected.
1.22 LIBOR Advance is an Advance for which Borrower elects the
LIBOR Rate for interest rate determination.
1.23 LIBOR Rate is the Adjusted Interbank Rate, plus two and
fifty-five one hundredths of one percent (2.55%).
1.24 Loan Agreement is this Restated Loan Agreement.
1.25 Mortgage Note is any of Borrower's promissory notes to
Bank for any Advance. More than one Mortgage Note shall be referred to as
"Mortgage Notes."
1.26 Mortgage is any of the mortgages which Borrower shall
execute and deliver to Bank, creating a first mortgage lien in favor of Bank on
all real property described therein, on all real property acquired by Borrower
for which any Advance is used. More than one Mortgage shall be referred to as
"Mortgages."
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1.27 Mortgaged Property is the real property described in the
Existing Mortgages and Mortgages and all improvements and appurtenances thereto.
1.28 Net Worth. The excess of total assets over total
liabilities of Borrower, with total assets and total liabilities each to be
determined in accordance with generally accepted accounting principles,
excluding, however, from the determination of total assets (a) treasury stock;
(b) cash set apart and held in sinking or other analogous funds established for
the purpose of redemption or other retirement of capital stock; (c) to the
extent not already deducted from total assets, reserves for depreciation,
depletion, obsolescence and/or amortization of properties and all other reserves
or appropriations of retained earnings which, in accordance with generally
accepted accounting principles, should be established in connection with the
business conducted by the Borrower; and (d) any revaluation or other write-up in
book value of assets in excess of amounts set forth in Borrower's financial
statements consistent with generally accepted accounting principles consistently
applied.
1.29 Permanent Rate is the Adjusted Interbank Rate, plus two
and three-tenths percent (2.30%).
1.30 Permanent Rate Election is the election the Borrower may
make under Paragraph 2.3 of this Loan Agreement to calculate interest at the
Permanent Rate on any Mortgage Note only from the date of funding such Mortgage
Note by Bank until its maturity.
1.31 Project describes the real property acquired by Borrower
with any proceeds of any Mortgage Note or Existing Note, and all improvements
proposed to such real property as set forth in each Development Plan. More than
one Project shall be referred to as "Projects."
1.32 Qualified Appraisal is a real estate appraisal on the
fair market value of real estate acquired by Borrower using proceeds of any
Mortgage Note, addressed to Bank, prepared by a real estate appraiser licensed
to appraise real estate in the state in which such real estate is located, in
conformity with all FIRREA requirements, and prepared or updated, as applicable,
within three months of the date of the funding by Bank of the applicable
Mortgage Note.
1.33 Value Percentage is, for each lot sold within a Project,
the percentage derived by dividing the price of the lot sold by the total value
of a Project as set forth in the Project's Development Plan.
ARTICLE II
MORTGAGE NOTE LOANS
2.1 Mortgage Note Loans. Subject to the terms and conditions
of this Loan Agreement, Bank hereby agrees to lend and advance to Borrower the
principal aggregate sum not to exceed Two Million Five Hundred Thousand Dollars
($2,500,000.00), limited for each Project by the Borrowing Base. The Bank's
commitment to make Advances shall terminate on the Advance Termination Date.
Mortgage Note loans shall be payable in accordance with the terms and conditions
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of each Mortgage Note. Each Mortgage Note shall mature two (2) years from its
date. Interest shall be calculated on each Mortgage Note on the basis of a
360-day year. After maturity, whether by acceleration or otherwise, accrued
interest and all principal shall become immediately due and payable on each
Mortgage Note.
2.2 Payment. The principal of each Mortgage Note shall be
partially repaid upon the sale of each lot within a Project in an amount equal
to the Value Percentage multiplied by the total principal amount of the Mortgage
Note for such Project, multiplied by 140 %. Interest shall be calculated as set
forth in Paragraph 2.3, below, and in each Mortgage Note, and shall be paid to
Bank on the dates set forth in each Mortgage Note.
2.3 Interest Election. Immediately prior to Bank's funding
each Mortgage Note, the Borrower shall elect a method of calculating interest
under such Mortgage Note between the LIBOR Rate and the Permanent Rate. Such
election shall determine the interest rate which Borrower shall pay to Bank
under such Mortgage Note from time to time, subject to fluctuation as the LIBOR
Rate fluctuates. Such elected rate shall remain effective until Borrower repays
the Mortgage Note in full.
2.4 Use of Funds. Borrower shall use the proceeds of the
Mortgage Note loans to acquire real estate and for no other purpose.
2.5 Release of Mortgage Lien. Bank shall grant a partial
release of its mortgage lien on each lot upon receipt of repayment allocated to
such lot as described in Paragraph 2.2, above.
ARTICLE III
CONDITIONS OF BORROWING
The obligation of the Bank to make any Mortgage Note loan is
subject to the satisfaction of the following conditions for each Project:
a. The representations and warranties of Borrower
contained or incorporated by reference in this Loan
Agreement shall be true and accurate in all material
respects;
b. There shall not exist an Event of Default under this
Loan Agreement and no event shall have occurred and
be continuing which would constitute an Event of
Default under this Loan Agreement but for the
requirement that notice be given and/or time elapsed;
c. All proceedings to be taken in connection with such
loan and all documents incident thereto shall be
satisfactory in form and substance to the Bank and
its counsel;
d. The Bank shall have received, on or prior to the date
of such loan, all of the following:
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1. The Closing Documents;
2. The executed Mortgage Note;
3. The Closing Fee;
4. A first priority Mortgage describing the
entire Project as the mortgage property;
5. The Borrowing Resolution, certified by the
secretary of the Borrower as true and
correct; and
6. The Articles of Incorporation and the
Bylaws.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants, which
representations and warranties shall survive the date hereof and shall remain
effective until all Mortgage Notes and Existing Notes are repaid in full, as
follows:
a. Borrower is a Minnesota corporation legally
organized, validly existing, and authorized to
conduct business in the State of Wisconsin.
b. The execution and delivery of this Loan Agreement is
within Borrower's corporate power, has been duly
authorized by proper corporate action, is not in
violation of any existing law, rule or regulation of
any governmental agency, licensing board or
authority, any order or decision of any court, the
Articles of Incorporation or Bylaws or the terms of
any agreement, restriction or under taking to which
Borrower is a party or by which it is bound, and do
not require the approval or consent of the
shareholders of Borrower, any governmental body,
agency or authority or any other person or entity.
c. All written statements made and information given to
the Bank by the Borrower concerning the transactions
contemplated by this Loan Agreement are true and
correct and no material fact concerning Borrower and
known to its officers has been withheld.
d. Borrower has good title to all Mortgaged Property,
free and clear of all liens, charges or encumbrances
of all kinds and every Mortgage and Existing Mortgage
will constitute a valid and perfected first mortgage
lien in and to the real estate described therein
enforceable against all third parties securing the
payment of all obligations stated to be secured
thereunder.
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e. Borrower is not a party to or subject to any
agreement, restriction, requirement or instrument
which has or may reasonably be expected to have a
material adverse effect on the business, assets,
financial or other operations or conditions of
Borrower or on the ability of Borrower to comply with
the obligations under this Loan Agreement or any
other documents executed in conjunction with or
incident to this Loan Agreement.
f. Borrower has paid all taxes when due, unless the same
are being contested in good faith by appropriate
proceedings.
g. Borrower is not party to any litigation and is
unaware of any threatened litigation in which
Borrower would be named a defendant.
ARTICLE V
AFFIRMATIVE COVENANTS
From and after the date of this Loan Agreement, and until the
entire amount owing from the Borrower to the Bank under the terms and conditions
of this Loan Agreement and all Existing Notes and Mortgage Notes is paid in
full, the Borrower shall, unless waived in writing by the Bank:
a. Comply in every material respect with each covenant
contained in documents executed pursuant to this Loan
Agreement.
b. Furnish the following to the Bank:
1. Within ninety (90) days after the end of
each fiscal quarter, copies of its balance
sheets as of the end of each such quarter
and related statements of the income and
retained earnings of Borrower for said
quarter, together with year-to-date figures,
all in reasonable detail and all prepared
and certified by the employee of Borrower
charged with such responsibility as having
been prepared in accordance with generally
accepted accounting principles;
2. Within ninety (90) days after the end of
each of Borrower's fiscal years, a copy of
the audit report of Borrower for such year,
including therein a copy of its balance
sheet as of the end of such fiscal year and
copies of related statements of its income
and retained earnings for such fiscal year,
all in reasonable detail, and stating in
comparative form the figures as of the end
of and for the previous fiscal year, all
prepared and certified by independent
certified public accountants of recognized
standing selected by Borrower and reasonably
acceptable to the Bank, which audit reports
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shall be prepared in conformity with
generally accepted accounting principles
applied on a consistent basis;
3. Such other and further financial information
as the Bank may reasonably request.
c. Permit the Bank to visit, inspect and audit the
offices and properties of Borrower and to examine its
books of account, records, reports and other papers,
to make copies and extracts therefrom and to discuss
its affairs, finances and accounts with its
respective officers and independent public
accountants at such reasonable times and places and
as often as the Bank may reasonably desire.
d. Substantially comply with the requirements of the
Environmental Laws and of all material applicable
laws, rules, regulations and orders of all
governmental authorities and licensing and regulatory
bodies, and with all contractual and other legal
obligations, the non-compliance with which would
materially adversely effect the business, assets or
financial condition of the Borrower.
e. Diligently pursue development of each Project as
outlined in each Development Plan.
f. Promptly pay and discharge when due all taxes and
assessments levied and assessed or imposed upon the
Mortgaged Property or upon Borrower's income, as well
as all claims which, if unpaid, might by law become a
lien or charge upon the Mortgaged Property; provided,
however, that nothing herein contained shall require
the Borrower to pay any such taxes, assessments or
claims so long as the Borrower shall in good faith
contest the validity and stay the execution and
enforcement thereof.
g. Furnish to the Bank immediately any information
regarding Paragraph 8.1, below and as soon as
possible, but in all events within seven (7) days
after Borrower has obtained knowledge of the
occurrence of an Event of Default, a statement signed
by the Borrower setting forth details of such Event
of Default which shall specify all actions taken or
proposed to be taken to correct the same.
h. Obtain, preserve and maintain all of the Borrower's
rights, privileges, licenses and permits necessary or
desirable in the normal conduct of Borrower's
business.
i. Maintain Net Worth of not less than $6,000,000.00 at
all times.
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ARTICLE VI
NEGATIVE COVENANTS
From and after the date of this Loan Agreement and while any
part of the loans contemplated hereunder remain outstanding and until the entire
amount owing from the Borrower to the Bank under the terms and conditions of
this Loan Agreement or documents referred to and/or incorporated herein is paid
in full, the Borrower shall not, without the prior written consent of the Bank:
a. Create, assume or suffer to exist any security
interest, lien or charge, upon the Mortgaged Property
or any improvements thereon.
b. Declare and/or pay any dividend or any other payment
to individuals based on ownership of common or
preferred stock of Borrower in excess of 60% of
Borrower's net income for any of Borrower's fiscal
years.
c. Assume, guarantee, endorse, contingently agree to
purchase or otherwise become liable upon the
obligation of any person, firm or corporation, except
by the endorsement of negotiable instruments for
deposit or collection.
ARTICLE VII
SECURITY
In order to secure repayment of each Mortgage Note, the
Borrower shall execute and deliver to Bank a Mortgage describing the real
property acquired by Borrower with the proceeds of such Mortgage Note. In
addition, Borrower and Bank hereby acknowledge and affirm the validity and
enforceability of all Existing Mortgages.
The terms, conditions, covenants and warranties contained in
the Existing Mortgages and Mortgages are incorporated herein as if set forth in
full. A default by Borrower in the performance or observance of any covenant or
agreement contained in the Existing Mortgages or Mortgages shall constitute a
default of the terms of this Loan Agreement and correspondingly, a default by
Borrower in the performance or observation of any covenant or agreement under
this Loan Agreement shall constitute a default under the Existing Mortgages and
Mortgages. It is the parties' express intention that each Existing Mortgage and
each Mortgage shall secure repayment of all of Borrower's obligations to Bank.
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ARTICLE VIII
DEFAULT AND ACCELERATION
8.1 The occurrence of any of the following shall constitute an
Event of Default:
a. Borrower shall default in the due and punctual
payment of any payment required herein or any other
sums of money owing from Borrower to the Bank under
the Existing Notes or the Mortgage Notes or any
renewals or extensions thereof, and such default
shall continue for a period of five (5) days from the
date on which said payment matured;
b. Borrower shall default in the due and punctual
retirement by payment of all principal and interest
amounts due to Bank upon maturity of each of the
Existing Notes and Mortgage Notes;
c. Any representation, warranty or certification made by
Borrower herein or in any writing furnished in
connection with or pursuant to this Loan Agreement
shall be false in any material respect on the date as
of which made or as of which the same is to be
effective;
d. Borrower shall default in the performance or
observance of any other term, covenant or agreement
contained herein or in any other document
incorporated or referred to herein, and the Borrower
shall not have cured such default within fifteen (15)
days following receipt of notice thereof from Bank.
e. Borrower shall become insolvent or be unable to pay
its debts as they mature or shall make an assignment
for the benefit of creditors or shall be adjudicated
a bankrupt; or any proceedings shall be commenced by
Borrower relating to any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt or
liquidation law or statute of the federal or any
state government, whether now or hereafter in effect;
or any such proceeding shall be initiated against
Borrower and an order approving the petition is
entered or such proceedings shall remain undismissed
for a period of sixty (60) days; or Borrower by any
action shall indicate its approval of, consent to, or
acquiescence in any such proceeding or in the
appointment of a trustee or receiver; or any such
trustee or receiver shall not be discharged within a
period of sixty (60) days after the appointment
thereof.
8.2 Upon the occurrence of any Event of Default, and while the
same is continuing, the Bank may then, without demand or action of any kind by
the Bank:
a. Declare the entire amount of unpaid principal and all
accrued and unpaid interest, fees and charges under
the Mortgage Notes and Existing Notes to be
automatically and immediately due and payable; and/or
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b. Declare the Borrower in default under the Existing
Mortgages and Mortgages and exercise against the
Borrower and the Mortgaged Property, all of its
rights and remedies for default provided in this Loan
Agreement and/or other applicable law; and/or
c. Set off against any of Borrower's accounts maintained
with Bank or its affiliates, all amounts then due;
and/or
d. Immediately terminate Bank's obligation to make any
further loans pursuant to the Loan Agreement.
8.3 No remedy herein conferred upon the Bank is intended to be
exclusive of any other remedy and each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise. No failure or
delay on the part of the Bank in exercising any right or remedy hereunder shall
operate as a waiver thereof nor shall any single or partial exercise of any
right hereunder preclude other or further exercise thereof or the exercise of
any other right or remedy.
8.4 In the event of a conflict in the default or notice of
default provisions of this Loan Agreement and any document referred to or
incorporated herein, the provisions hereof shall control. In every other case,
all remedies shall be deemed cumulative.
ARTICLE IX
MISCELLANEOUS
9.1 If an Event of Default occurs, Borrower shall be
responsible to pay all costs and expenses of the Bank, including reasonable
attorneys' fees, whether or not a lawsuit is commenced, and shall be obligated
for payment of the unpaid balance of the Mortgage Notes and/or Existing Notes
and interest accrued thereon and all additional costs, expenses and fees of
enforcing and/or exercising any right or remedy the Bank may have under the
Mortgages, Existing Mortgages, this Loan Agreement and all agreements referenced
herein or attached hereto, or any other provision in law or equity.
9.2 The Borrower's rights and liabilities under this Loan
Agreement are not assignable, in whole or in part, without the prior written
consent of the Bank. The Bank's rights and liabilities under this Loan Agreement
are assignable to any successor in interest to Bank. The provisions of this Loan
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the parties.
9.3 All accounting terminology not specifically defined in
this Loan Agreement shall be defined in accordance and consistent with generally
accepted accounting principles.
9.4 The Borrower shall pay, or reimburse the Bank for all
costs and expenses, including without limitation attorneys' fees, closing
charges, recording and filing fees, insurance premiums and service charges as
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required or contemplated by this Loan Agreement, paid or incurred by the Bank in
connection with (i) the preparation, negotiation, approval, execution and
delivery of this Loan Agreement and any other documents and instruments related
hereto or thereto, including all future funding of Mortgage Notes by Bank; (ii)
the negotiation of any amendments or modifications to any of the foregoing
documents, instruments or agreements and the preparation of any and all
documents necessary or desirable to effect such amendments or modifications; and
(iii) the customary Bank charges associated with the servicing of the loans
contemplated hereby.
9.5 All agreements, representations and warranties made herein
or in any document executed and/or delivered pursuant hereto shall survive the
execution of this Loan Agreement, the making of the loans described herein and
the delivery of any document in connection therewith.
9.6 This Loan Agreement and the exhibits and attachments
attached hereto and the other documents referred to or incorporated herein,
contain the entire understanding of the parties with respect to the subject
matter hereof and restate the Existing Agreement in its entirety. There are no
restrictions, promises, warranties, covenants or undertakings other than those
expressly set forth herein. This Loan Agreement supersedes all prior
negotiations, agreements and undertakings between the parties with respect to
such subject matter.
9.7 All communications or notices required or permitted by
this Loan Agreement shall be in writing and shall be deemed to have been given
at the earlier of the date when actually delivered to an officer of the other
party or when received following deposit in the United States mail, certified or
registered mail, postage prepaid, with receipt as evidenced by the return
receipt, and addressed as follows, unless and until either of such parties
notifies the other in accordance with this section of a change of address:
If to the Borrower:
The President
Xxxxxx Investment Corporation
00 Xxxx Xxxxxx XX, Xxxxx 000
Xxxxxxxxxxx, XX 00000
If to the Bank:
Xxxxx X. Xxxxxxxxxxx
Senior Vice President
M&I Bank of Shawano
000 X. Xxxx Xxxxxx
X.X. Xxx 000
Xxxxxxx, XX 00000-0000
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9.8 Borrower's payment obligations to Bank are absolute and
Borrower shall not be permitted any right of set off or equitable adjustment to
any payment obligation hereunder.
9.9 No amendment of this Loan Agreement shall be effective
unless in writing and signed by the parties.
9.10 This Loan Agreement shall be governed by the internal
laws of the State of Wisconsin. Any provision of this Loan Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforcement of such remaining provisions.
IN WITNESS WHEREOF, the parties have duly executed this Loan
Agreement as of the day and year first above written.
BANK: M&I BANK OF SHAWANO
By: /s/ X. X. Xxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxx, Its Senior Vice President
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BORROWER: XXXXXX INVESTMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx, Its President
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GUARANTOR'S ACKNOWLEDGMENT AND REAFFIRMATION
The undersigned Guarantor acknowledges delivery to Bank of his
Guaranty to secure repayment of Borrower's obligations to Bank. The Guarantor
further hereby ratifies and reaffirms his Guaranty, and further acknowledges and
agrees that his Guaranty guarantees payment of one-third of all obligations of
Borrower to Bank presently existing and arising in the future, and shall remain
in full force and effect until Borrower has repaid all of its obligations to
Bank in their entirety.
Dated as of the 14th day of February, 2000.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
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