Exhibit 3
PROMISSORY NOTE AND LOAN AGREEMENT
Borrower: Xxxxxx, Xxxxxxx Strategic Partners Fund, L.P.
0 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, XX 00000
Lender: Wilmington Trust Company
0000 X. Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
I. LOAN TERMS
1.1. PROMISE TO PAY. Xxxxxx, Xxxxxxx Strategic Partners Fund, L.P.
("Borrower") promises to pay to Wilmington Trust Company ("Lender") the
principal amount of Eight Million and 00/100 Dollars ($8,000,000) or so much
thereof as may be extended and outstanding, together with interest on the unpaid
outstanding principal balance thereof (the "Loan").
1.2. REVOLVING LINE OF CREDIT. This Promissory Note and Loan Agreement
("Note") evidences a revolving line of credit for the maximum amount of Eight
Million and 00/100 Dollars ($8,000,000) provided that the maximum aggregate
amount of credit the Lender shall extend hereunder, upon request from the
Borrower, is the lesser of 75% of the then anticipated capital contribution call
to Borrower's Limited Partners ("Capital Call") or $8,000,000; provided further
that each extension of credit hereunder ("Advance") shall have a maturity date
of less than 90 days so that the principal amount of any Advance will be repaid
within 90 days of the date of such Advance. The unpaid principal balance owing
on this Note at any time may be evidenced by Lender's internal records which
will be provided to Borrower from time to time upon Borrower's request. Lender
will have no obligation to Advance funds under this Note if Borrower has failed
to comply with the covenants of Section III of this Note or if the Borrower is
in default under the terms of Section IV of this Note or any agreement that
Borrower has with Lender, including any agreement made in connection with the
signing of this Note.
1.3. PAYMENT. Borrower will pay all outstanding principal plus all accrued
and unpaid interest under each Advance when due and payable. Interest shall be
calculated from the date of each Advance until repayment of each Advance.
Interest on this Note is computed on a 365/360 simple interest basis; that is,
by applying the ratio of the annual interest rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the principal balance is outstanding. Borrower will make all payments to
Lender at Lender's address shown above or at such other place as Lender may
designate in writing. Unless otherwise agreed or required by applicable law,
payment will be applied first to accrued unpaid interest, then to principal, and
any remaining amount to any unpaid collection costs and late charges.
1.4. VARIABLE INTEREST RATE. The interest rate on this Note is subject to
change from time to time based on changes in an index which is the WILMINGTON
TRUST COMPANY'S NATIONAL COMMERCIAL RATE (the "Index"). The Index is not
necessarily the lowest rate charged by Lender on its loans and is set by Lender
in its sole discretion. If the Index becomes unavailable during the term of this
loan, Lender will utilize a prime lending rate as published in the Wall Street
Journal. Lender will tell Borrower the current Index rate upon Borrower's
request. Borrower understands that Lender may make loans based on other rates as
well. The interest rate change will not occur more often than each day. The
Index currently is 8.25% per annum. The interest rate to be applied to the
unpaid principal balance of this Note will be at a rate equal to the Index,
resulting in an initial rate
of 8.25% per annum. NOTICE: Under no circumstances will the interest rate on
this Note be more than the maximum rate allowed by applicable law.
1.5. PREPAYMENT. Borrower may prepay from time to time in whole or in part
without penalty or premium all or a portion of the amount owed earlier than it
is due. Early payments will not, unless agreed to by Lender in writing, relieve
Borrower of Borrower's obligation to continue to make payments of accrued unpaid
interest on the principal which remains outstanding. Rather, they will reduce
the principal balance due.
1.6 SECURITY. This Note and the Borrower's obligations hereunder are
secured by a pledge of all assets held in a sub account to Account Number 36054,
known as Account Number 36054-1 by Wilmington Trust Company as Agent for
Borrower Under Agreement dated February 29, 1996, as more specifically described
in and pledged pursuant to the Pledge and Security Agreement ("the Security
Agreement") entered into between the Bank and the Borrower as of this date.
1.7. LATE CHARGE. If a payment is not made within 15 days of the date such
payment becomes due, Borrower will be charged 5.000% of the unpaid portion of
the regularly scheduled payment or $5.00, whichever is greater.
1.8. NOTICE AND MANNER OF ADVANCES. Borrower shall give Lender at least 1
business days' oral notice to be followed by telecopy or written fax notice of
any request for Advances under this Note. Such notice shall constitute an
affirmative representation that Borrower is not in default of this Agreement and
that Borrower is in compliance with all of the covenants in Section III hereof.
Such Advances hereunder will be made in immediately available funds by crediting
the amount thereof to the Borrower's account with Wilmington Trust Company or by
other means acceptable to Lender. Advances shall only be made pending the
receipt of Additional Capital Contributions under the Borrower's Limited
Partnership Agreement.
Advances under this Note may be requested in writing by Borrower or by an
Authorized Person (as defined below). All communications, instructions, or
directions by telephone or otherwise to Lender are to be directed to Lender's
office set forth in Section 5.1. The following party or parties are authorized
to request Advances under the line of credit until Lender receives from Borrower
written notice of revocation of their authority and/or the designation of the
appointment of other authorized persons: Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxxx
(individually, an "Authorized Person"). Borrower agrees to be liable for all
sums either: (a) Advanced in accordance with the instructions of an Authorized
Person; or (b) credited to any of Borrower's accounts with Lender upon the
instructions of an Authorized Person.
1.9. ANNUAL FEE. Borrower will pay an annual fee equal to 1/4% of the
unused Note balance calculated and charged quarterly and in arrears directly to
the Borrower's Custody Account 36054-0.
1.10. TERMINATION DATE. The Revolving Line of Credit and this Note will
terminate at the earlier of December 31, 1998 or 90 days after the eighth
Capital Call subsequent to the date of this Note; provided, however, the Lender
retains the right to terminate this loan if any of the Limited Partners withdraw
their subscription.
1.11. GENERAL PARTNERS OF XXXXXX, XXXXXXX STRATEGIC PARTNERS, L.P.
a) If an individual general partner of the general partner of the Borrower
no longer serve as general partner of the general partner of the Borrower, then
such person shall remain liable to the Lender for any Advances outstanding at
the time such person ceases to serves as a general partner, to the full extent
such person would be liable to the Lender under Delaware law if such person
continued to serve as a general partner of the general partner of the Borrower.
b) In the event that either Xxxxxx X. Xxxxxx or Xxxxx X. Xxxxxxx no longer
serves as a general partner of the general partner of the Borrower, the Lender
has the right to refuse to make any Advances under the Note. If the Lender
exercises this right, the Borrower may terminate the Note without penalty.
c) Notwithstanding anything to the contrary contained herein, the failure
of either Xxxxxx X. Xxxxxx or Xxxxx X. Xxxxxxx to continue to serve as a general
partner of the general partner of the Borrower, shall in no way be considered a
default or trigger any acceleration or penalties under the Note.
II. BORROWER'S REPRESENTATIONS AND WARRANTIES
2.1. ORGANIZATION AND STANDING. The Borrower is a Limited Partnership duly
organized, validly existing, and in good standing under the laws of the State of
Delaware and is duly qualified to do business in each jurisdiction in which the
conduct of its business requires such qualification and would be materially and
adversely affected in the absence thereof. The Borrower is in compliance with
all applicable law and regulations governing the conduct of its business and
governing consummation of the transactions contemplated herein, except for any
such failures to so comply that will or do not, singly or in the aggregate, have
a material adverse effect on the business, assets, financial conditions,
operations, or prospects of Borrower.
2.2. POWER AND AUTHORITY. The execution, delivery, and performance hereof
by Borrower are within its powers, have been duly authorized by all necessary
action, and are not in contravention of law or the terms of its Limited
Partnership Agreement or any amendment thereto, or any indenture, agreement, or
undertaking to which Borrower is a party or by which it is bound.
2.3. VALID AND BINDING OBLIGATION. This Agreement constitutes the legal,
valid, and binding obligations of Borrower, enforceable in accordance with their
respective terms, subject to applicable bankruptcy and insolvency laws and laws
affecting creditors' rights and the enforcement thereof generally.
2.4. NO LEGAL BAR. The execution, delivery, and performance of this
Agreement, and the borrowing contemplated by this Agreement do not and will not
violate any Requirement of Law or any contractual obligation of Borrower and
will not result in, or require, the creation or imposition of any lien on any of
its properties or revenues pursuant to any Requirement of Law or any contractual
obligation, which violation or lien would have a material adverse effect on the
business, assets, financial condition, operations, or prospects of Borrower. For
the purposes of this Section, "Requirement of Law" means the Limited Partnership
Agreement or other organizational or governing documents of a given entity and
any law, treaty, rule or regulation, or determination of any arbitrator or court
or other governmental authority, in each case applicable to or binding upon such
entity or any of its property or to which such entity or any of its property is
subject.
2.5. LITIGATION. There is not now pending against the Borrower, nor to the
knowledge of the general partner of Borrower, nor is there threatened by written
communication, any litigation, investigation, or proceeding the outcome of which
would, in any case or in the aggregate, materially and adversely affect the
assets or financial condition of Borrower, taken as a whole, or seriously affect
their continued material operations.
2.6. CONSENT OR FILING. No consent, approval, or authorization of, any
court, any governmental body or authority, or any other person or entity is
required in connection with the valid execution, delivery, or performance of
this Agreement or any document required by this Agreement or in connection with
any of the transactions contemplated thereby.
2.7. DISCLOSURE. No representation or warranty made by Borrower in this
Agreement, in any of the other Loan Documents, or in any other document
furnished in connection herewith or therewith contains any misrepresentation of
a material fact or omits to state any material fact necessary to make the
statements herein or therein not misleading with respect to any material facts.
There is no fact known to the Borrower (and not known to
Lender) that materially and adversely affects, or that in the future could
reasonably be expected to materially and adversely affect, the business, assets,
financial condition, operations, or prospects of Borrower.
III. BORROWER'S COVENANTS
3.1. INDEBTEDNESS. The Borrower, without prior written consent of Lender,
will not create, incur, assume, or suffer to exist liability for, contingently
or otherwise (including, without limitation, any guaranty of the indebtedness of
another person), any indebtedness for borrowed money, except:
(a) current indebtedness of Borrower to Wilmington Trust Company;
(b) unsecured current liabilities incurred with trade creditors in the
ordinary course of business other than those which are for money borrowed or are
evidenced by bonds, debentures, notes or other similar instruments;
3.2. EXISTENCE AND QUALIFICATION. Borrower shall do, or cause to be done,
all things necessary to preserve, renew, and keep in full force and effect its
Limited Partnership Agreement between and among Xxxxxx Xxxxxxx Strategic
Partners, L.P. and the limited partners listed on Schedule A of the Limited
Partnership Agreement in compliance with all material laws applicable to it,
operate its business in a proper manner and substantially as presently operated
or proposed to be operated; and at all times shall maintain, preserve, and
protect its franchises and trade names and preserve its property used or useful
in the conduct of its business, and keep the same in good repair, working order,
and condition, and from time to time make, or cause to be made, all needful and
proper repairs, renewals, replacements, betterments, and improvements thereto,
so that the business carried on in connection therewith may be properly and
advantageously conducted at all times.
3.3. FINANCIAL STATEMENTS. Borrower shall keep its books of account in
accordance with GAAP and shall furnish to Lender within 120 days after the close
of its fiscal year a statement of assets and liabilities as of the close of such
year, a statement of operations and a statement of changes in net assets for
such year. Such statements shall be consolidated statements of the Borrower and
shall be audited and certified by Borrower's independent public accountants.
3.4. TAXES AND CLAIMS. Borrower shall promptly pay and discharge; (a) all
taxes, assessments, and governmental charges upon or against Borrower, or their
assets, including payroll taxes, prior to the date on which penalties attach
thereto, unless and to the extent that such taxes are being diligently contested
in good faith and by appropriate proceedings and appropriate reserves therefor
have been established; and (b) all lawful claims, whether for labor, materials,
supplies, services, or anything else that reasonably might or could, if unpaid,
become a lien or charge upon the properties or assets of Borrower unless and to
the extent only that the same are transferred to bond, being diligently
contested in good faith and by appropriate proceedings, and appropriate reserves
therefor have been established.
3.5. BOOKS AND RECORDS. Borrower shall: (a) maintain at all times true and
complete books, records, and accounts in which true and correct entries shall be
made of its transactions in accordance with GAAP; and (b) by means of
appropriate quarterly entries reflected in its accounts and in all financial
statements furnished pursuant to Section 3.3 of this Agreement, establish proper
liabilities and reserves for all taxes and proper reserves, for depreciation,
renewal and replacement, obsolescence, and amortization of its properties and
bad debts, all in accordance with GAAP.
3.6. INSPECTION BY LENDER; AUDITS. Borrower shall allow any authorized
representative of Lender to visit and inspect, any of the properties of
Borrower, or to examine the books of account and other Partnership financial
records and Partnership financial files of Borrower, to make copies thereof and
to discuss the finances and financial accounts of Borrower with its officers and
employees, all at such reasonable times and as often as Lender
may reasonably request; provided that Borrower need not disclose to Lender any
information which may result in a violation of the Securities Act of 1933 or the
Securities and Exchange Act of 1934.
3.7. PAY INDEBTEDNESS TO LENDER AND PERFORM OTHER COVENANTS. Borrower shall
make full and timely payments of the principal of and interest on this Note and
all other indebtedness of Borrower to Lender hereunder, whether now existing or
hereafter arising, and duly comply with all the terms and covenants contained in
each of the instruments and documents given to Lender pursuant to this Agreement
at the times and places and in the manner set forth herein.
3.8. LITIGATION. Borrower will promptly notify Lender upon the commencement
of any action, suit, claim, counterclaim, or proceeding against or investigation
of Borrower where the damage claim is in excess of $50,000 or where the
litigation may materially and adversely affect the Borrower's business (except
when the alleged liability is fully covered by insurance, excluding application
of any standard deductible). If any such action, suit, claim, counterclaim,
proceeding (where the alleged liability is not so covered by insurance) involves
an amount in excess of $100,000 or where the litigation could reasonably be
expected to materially and adversely affect Borrower's business, Borrower shall
also provide Lender, upon request, with an opinion of counsel concerning the
litigation or investigation and the probable outcome thereof. Any suit filed by
a Limited Partner that materially impacts such Limited Partner's ability to meet
its Capital Contributions under the Limited Partnership Agreement and any suit
filed by a Limited Partner against the Borrower regardless of the amount shall
immediately be reported to the Lender.
3.9. REGULATORY ENFORCEMENT ACTIONS. Borrower shall promptly notify Lender
of the institution of: any investigation, any indictment, the filing of any
complaint, the issuance of any cease and desist order or injunction, or the
imposition of any fine or non-monetary sanction, by any civil or criminal,
federal or civil, regulatory enforcement agency, district attorney's office,
attorney general's office or U.S. Attorney's office which involves Borrower and
could reasonably be expected to have a material adverse effect on Borrower. Such
notification shall include a description of the event that led to such action by
such enforcement agency.
3.10. DEFAULTS OR ASSESSMENTS. Borrower shall promptly notify Lender in
writing of: (a) any material assessment by any taxing authority for unpaid taxes
as soon as Borrower has knowledge thereof and shall supply Lender with copies of
all notices from the Internal Revenue Service or any other taxing authority with
respect to any such matter; and (b) any default by Borrower in the performance
of (or any material modification of, or waivers granted in connection with) any
of the terms or conditions contained in any agreement, mortgage, indenture, or
instrument to which Borrower is a party or which is binding upon Borrower,
including, but not limited to, any default in, material modification of, or
waiver granted in connection with, the Borrower's compliance with any agreement
with the Limited Partners of the Xxxxxx Xxxxxxx Strategic Partners Fund, L.P.
and of any default by Borrower in the payment of any of its indebtedness which
default may, singly or in the aggregate, have a material adverse effect on the
business, assets, financial condition, operations, or prospects of Borrower
taken as a whole.
3.11. CHANGE OF NAME, PRINCIPAL PLACE OF BUSINESS, ETC. Borrower shall
notify Lender immediately of any change in the name of Borrower, the principal
place of business of Borrower, the office where the books and records of
Borrower are kept, or any change in the registered agent of Borrower for the
purpose of service process.
3.12. MERGERS, ETC. Without Lender's consent, Borrower shall not wind up,
liquidate or dissolve itself, reorganize, merge or consolidate with or into, or
convey, sell, assign, transfer, lease, or otherwise dispose of all or
substantially all of its assets to any person.
3.13. LIMITED PARTNERSHIP AGREEMENT. The Borrower shall not change, amend
or alter the Limited Partnership Agreement of the Xxxxxx, Xxxxxxx Strategic
Partners Fund L.P. dated April 11, 1996 in a manner which could effect
Borrower's ability to fulfill its obligations under this Agreement without prior
written consent of the Lender.
IV. DEFAULT, RIGHT TO FUTURE ADVANCES AND REMEDIES UPON DEFAULT
4.1. DEFAULT. Borrower will be in default if any of the following happens:
(a) Borrower fails to make any payment within five (5) business days after the
same becomes due to Lender hereunder ; (b) Borrower fails to comply with or to
perform when due any other term, obligation, covenant, or condition contained in
this Note or any agreement related to this Note, or in any other agreement or
loan Borrower has with Lender, and such failure continues for fifteen (15)
business days after written notice to Borrower that Lender considers such
failure to be a default; (c) Borrower defaults under any loan, extension of
credit, security agreement, purchase or sales agreement, or any other agreement,
in favor of any person, (including the Limited Partners) that may materially and
adversely affect Borrower's ability to repay this Note or perform Borrower's
obligations under this Note and such default continues for fifteen (15) business
days after written notice to Borrower that Lender considers such default to be a
default hereunder; (d) Borrower becomes insolvent, a receiver is appointed for
any part of Borrower's property, Borrower makes a general assignment for the
benefit of creditors or any proceeding is commenced either by Borrower or
against Borrower under any bankruptcy or insolvency laws; (e) Borrower, or any
of its affiliates, becomes subject to any civil or criminal order or decree by
any regulatory agency and that action has a material adverse effect on Borrower,
and Borrower fails to have such action effectively stayed, discharged, vacated
or set aside within thirty (30) days of the institution of such action; (f) Any
representation or statement made or furnished to Lender by Borrower or on
Borrower's behalf is determined to be false or misleading in any material
respect at the time made or furnished; or (g) A material adverse change occurs
in Borrower's financial condition, or Lender in good faith reasonably believes
the prospect of payment or performance of the indebtedness is materially
impaired, provided that Lender notifies Borrower in writing of such default and
Borrower fails to cure such default within ten (10) business days of such
notice.
4.2. BORROWER'S RIGHT TO ADVANCES. Borrower shall not be entitled to any
further Advances under the Revolving Line of Credit evidenced by this Note if
any of the following happens: (a) Borrower fails to make any payment after the
same becomes due to Lender hereunder ; (b) Borrower fails to comply with or to
perform when due any other term, obligation, covenant, or condition contained in
this Note or any agreement related to this Note, or in any other agreement or
loan Borrower has with Lender; (c) Borrower defaults under any loan, extension
of credit, security agreement, purchase or sales agreement, or any other
agreement, in favor of any person, (including the Limited Partners) that may
materially and adversely affect Borrower's ability to repay this Note or perform
Borrower's obligations under this Note and such default continues for fifteen
(15) business days after written notice to Borrower that Lender considers such
default to be a default hereunder; (d) Borrower becomes insolvent, a receiver is
appointed for any part of Borrower's property, Borrower makes a general
assignment for the benefit of creditors or any proceeding is commenced either by
Borrower or against Borrower under any bankruptcy or insolvency laws; (e)
Borrower, or any of its affiliates, becomes subject to any civil or criminal
enforcement order or decree by any regulatory agency and that action has a
material adverse effect on Borrower; (f) Any representation or statement made or
furnished to Lender by Borrower or on Borrower's behalf is determined to be
false or misleading in any material respect at the time made or furnished; or
(g) A material adverse change occurs in Borrower's financial condition, or
Lender in good faith reasonably believes the prospect of payment or performance
of the indebtedness is materially impaired. If the conditions described herein
are addressed by the Borrower in such a way that default under Section 4.1 is
avoided or cured, Borrower shall thereafter be entitled to Advances under this
Note until the reoccurrence of a condition described herein.
4.3. LENDER'S RIGHTS. Upon default, as set forth in Section 4.1, Lender may
declare the entire unpaid principal balance on this Note and all accrued unpaid
interest immediately due, without notice, and then Borrower will pay that amount
provided that the Borrower will not incur a late charge under Section 1.7 unless
payment is not made within 15 days of the date such payment was to originally
become due. Upon default, including failure to pay upon final maturity, Lender,
at its option, may also, if permitted under applicable law, increase the
variable interest rate on this Note to 3.000 percent points over the Index. The
interest rate will not exceed the maximum rate permitted by applicable law.
Lender may hire or pay someone else to help collect this Note if Borrower does
not
pay. Borrower also will pay Lender that amount. This includes, subject to any
limits under applicable law, Lender's reasonable attorney's fees and Lender's
legal expenses whether or not there is a lawsuit, including reasonable
attorneys' fees and legal expenses for bankruptcy proceedings (including efforts
to modify or vacate any automatic stay or injunction), appeals, and any
anticipated post- judgment collection services. If not prohibited by applicable
law, Borrower also will pay any court costs, in addition to all other sums
provided by law.
V. MISCELLANEOUS
5.1. NOTICES. Any notice, consent, request, or other communication to a
party required or permitted hereunder shall be deemed to have been duly given or
made (a) on the date delivered in person, (b) on the date indicated on the
return receipt if mailed postage prepaid, by certified or registered mail, with
return receipt requested, (c) on the date transmitted by facsimile, if sent by
1:30 P.M. Eastern Time, for purposes of Advances, and 2:30 P.M. Eastern Time for
all other purposes, and confirmation of receipt thereof is reflected or
obtained, or (d) if sent by Federal Express or other nationally recognized
overnight courier or overnight express U.S. Mail, with service charges prepaid,
then on the next business day after delivery to the courier of mail (in time for
and specifying next day delivery). Such notices shall be sent to a party at its
address or facsimile number as follows, unless otherwise designated in writing:
If to Borrower: Xxxxxx, Xxxxxxx Strategic Partners Fund, L.P.
0 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxx
Telephone No. (000) 000-0000
If to Lender: Wilmington Trust Company
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx Xxxx Xxxxxxx
Telephone No. (000) 000-0000
5.2. RIGHTS AND REMEDIES NOT WAIVED. Lender may delay or forego enforcing
any of its rights or remedies under this Note without losing them.
5.3. GOVERNING LAW. This Note has been delivered to Lender and accepted by
Lender in the State of Delaware. This Note shall be governed by and construed in
accordance with the laws of the State of Delaware.
5.4. JURISDICTION. If there is a lawsuit, Borrower agrees upon Lender's
request to submit to the jurisdiction of the courts of New Castle County, the
State of Delaware.
5.5. JURY TRIAL WAIVER. Lender and Borrower hereby waive the right to any
jury trial in any action, proceeding, or counterclaim brought by either Lender
or Borrower against the other.
5.6. WAIVER OF PRESENTMENT. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor.
5.7. AMENDMENTS. Upon any change in the terms of this Note, and unless
otherwise expressly stated in writing, no party who signs this Note, whether as
maker, guarantor, accommodation maker or endorser, shall be released from
liability. All such parties agree that Lender may renew or extend (repeatedly
and for any length of time) this loan, or release any party or guarantor or
collateral; and take any other action deemed necessary by
Lender without the consent of or notice to anyone other than the Borrower. All
such parties also agree that Lender may modify this loan without the consent of
or notice to anyone other than the party with whom the modification is made.
5.8. INTEGRATION. The Note contains the entire agreement between the
parties relating to the subject matter hereof and supersedes all oral statements
and prior writings with respect thereto.
IN WITNESS WHEREOF, the parties have caused this Note and Loan Agreement to
be executed by their respective duly authorized officers.
LENDER BORROWER
Wilmington Trust Company Xxxxxx, Xxxxxxx Strategic Partners Fund, L.P.
By: Xxxxxx, Xxxxxxx Strategic Partners, L.P.
By: /s/ Xxxxxxx Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
---------------------- ---------------------------
Xxxxxxx Xxxxxxxxx, Xxxxxx X. Xxxxxx,
Vice President General Partner
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
---------------------- ---------------------------
Xxxxxx Xxxx Xxxxxxx, Xxxxx X. Xxxxxxx,
Xx Banking Officer General Partner
Date: February 5, 1997 Date: February 5, 1997
