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SETTLEMENT AGREEMENT AND MUTUAL RELEASE
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This Settlement Agreement and Mutual Release (the "Agreement") is entered
into effective as of (although not necessarily executed on) February 18, 2005
(the "Effective Date") by and between Southwest Securities Bank, formerly known
as First Savings Bank, FSB ("SSB") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") on the one
hand, and United Heritage Corporation ("UHC"), ▇▇▇▇▇▇ ▇. ▇▇▇▇ ("▇▇▇▇,") and
ALMAC Financial Corporation ("ALMAC") on the other (SSB, ▇▇▇▇▇▇▇▇, UHC, ▇▇▇▇,
and ALMAC are collectively referred to herein as the "Parties").
WHEREAS, UHC obtained a line of credit from SSB in the full sum and amount
of two million and no/100 dollars ($2,000,000.00) evidenced by the following
documents: (a) that certain Loan Agreement dated April 25, 2000 between and
among SSB and UHC; (b) that certain Promissory Note # 38728 dated April 25, 2000
between and among SSB and UHC; (c) that certain ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ # ▇▇▇▇▇
(▇▇▇▇▇▇▇) dated April 25, 2001; and (d) that certain Third Party Pledge
Agreement executed by ▇▇▇▇ dated April 25, 2000 (collectively, the "Loan
Agreements");
WHEREAS, SSB declared UHC in default and demanded repayment on the Loan
Agreements and UHC denied such default and any obligation of repayment;
WHEREAS, the Parties agree that this Agreement is being entered into in
the "ordinary course of business" as that phrase is used in Title 11 of the
United States Code as now in effect or hereafter amended;
WHEREAS, UHC and ▇▇▇▇ filed a lawsuit against SSB and ▇▇▇▇▇▇▇▇ in Cause
No. C200300135, styled United Heritage Corporation and ▇▇▇▇▇▇ ▇. ▇▇▇▇ v. First
Savings Bank, FSB, a Federal Savings Bank and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, which is
currently pending in the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
(the "Lawsuit"); and
Page 1 of 18
WHEREAS, the Parties desire to settle and compromise all matters in
controversy between them, including but not limited to the Lawsuit, and to enter
into certain releases and covenants as set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, including the recitals set forth above, the receipt and
sufficiency of which is acknowledged, the Parties agree as follows:
1. Mutual Releases.
1.1. UHC's Release of SSB and ▇▇▇▇▇▇▇▇. Upon the execution of this
Agreement, UHC, on behalf of itself, and its officers, directors, principals,
shareholders, parents, subsidiaries, affiliates, members, attorneys, successors,
employees, agents, partners, insurers, underwriters, representatives, and
assigns, hereby FULLY RELEASES, HOLDS HARMLESS, REMISES AND FOREVER DISCHARGES
SSB, its officers, directors, principals, shareholders, parents, subsidiaries,
specifically including but not limited to Southwest Securities, Inc. and SWS
Group, Inc., and SSB's affiliates, members, attorneys (including but not limited
to ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇ III, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇
▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇), successors, employees,
agents, partners, insurers, underwriters, representatives, and assigns and
▇▇▇▇▇▇▇▇, including his attorneys (including but not limited to ▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇▇ ▇. ▇▇▇▇ III, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇), agents, partners, insurers, representatives,
successors and assigns, of and from any and all claims, actions, causes of
action, appeals, suits, rights, obligations, damages, losses, charges, debts,
liabilities, and demands whatsoever, WHETHER FORESEEN OR UNFORESEEN, KNOWN OR
UNKNOWN, DISCLOSED OR UNDISCLOSED, MATURED OR UNMATURED, in law, equity or
otherwise, which UHC has, may have or has had that relate in any way to the Loan
Agreements and/or any and all prior dealings between the Parties as of the
Effective Date hereof, of any type or character, including but not limited to
any claims for fraud, fraud in the inducement, negligent misrepresentation,
promissory estoppel, tortious interference with contract, tortious interference
with prospective business relations, negligence, breach of contract, breach of
the duty of good faith and fair dealing, breach of fiduciary duty, violation of
any provision of the Texas Business and Commerce Code, and any claim for
equitable relief that could have been or has been asserted, and any claims that
were asserted or could have been asserted in the Lawsuit, save and except for
the obligations imposed by this Agreement.
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1.2. ▇▇▇▇'▇ Release of SSB and ▇▇▇▇▇▇▇▇. Upon the execution of this
Agreement, ▇▇▇▇, on behalf of himself, and his attorneys, agents, partners,
insurers, representatives, successors, and assigns, hereby FULLY RELEASES, HOLDS
HARMLESS, REMISES AND FOREVER DISCHARGES SSB, its officers, directors,
principals, shareholders, parents, subsidiaries, specifically including but not
limited to Southwest Securities, Inc. and SWS Group, Inc., and SSB's affiliates,
members, attorneys, successors, employees, agents, partners, insurers,
underwriters, representatives, and assigns and ▇▇▇▇▇▇▇▇, including his attorneys
(including but not limited to ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇ III, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇), agents, partners, insurers, representatives, successors and assigns,
of and from any and all claims, actions, causes of action, appeals, suits,
rights, obligations, damages, losses, charges, debts, liabilities, and demands
whatsoever, WHETHER FORESEEN OR UNFORESEEN, KNOWN OR UNKNOWN, DISCLOSED OR
UNDISCLOSED, MATURED OR UNMATURED, in law, equity or otherwise, which ▇▇▇▇ has,
may have or has had that relate in any way to the Loan Agreements and/or any and
all prior dealings between the Parties as of the Effective Date hereof, of any
type or character, including but not limited to any claims for fraud, fraud in
the inducement, negligent misrepresentation, promissory estoppel, tortious
interference with contract, tortious interference with prospective business
relations, negligence, breach of contract, breach of the duty of good faith and
fair dealing, breach of fiduciary duty, violation of any provision of the Texas
Business and Commerce Code, and any claim for equitable relief that could have
been or has been asserted, and any claims that were asserted or could have been
asserted in the Lawsuit, save and except for the obligations imposed by this
Agreement.
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1.3. SSB's Release of ▇▇▇▇ and UHC. Upon the Execution of this Agreement,
SSB, on behalf of itself, and its officers, directors, principals, shareholders,
parents, subsidiaries, affiliates, members, attorneys, successors, employees,
agents, partners, insurers, underwriters, representatives, assigns, including
SWS Group, Inc. and Southwest Securities, Inc., hereby FULLY RELEASES, HOLDS
HARMLESS, REMISES AND FOREVER DISCHARGES ▇▇▇▇, together with his attorneys
(including but not limited to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇ ▇.
▇▇▇▇▇), agents, partners, insurers, representatives, successors, and assigns and
UHC, together with its officers, directors, principals, shareholders, parents,
subsidiaries, members, attorneys (including but not limited to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇ ▇. ▇▇▇▇▇), successors, employees, agents, partners,
insurers, underwriters, representatives, and assigns, of and from any and all
claims, actions, causes of action, appeals, suits, rights, obligations, damages,
losses, charges, debts, liabilities, and demands whatsoever, WHETHER FORESEEN OR
UNFORESEEN, KNOWN OR UNKNOWN, DISCLOSED OR UNDISCLOSED, MATURED OR UNMATURED, in
law, equity or otherwise, which SSB has, may have or has had that relate in any
way to the Loan Agreements and/or any and all prior dealings between the Parties
as of the Effective Date hereof, of any type or character, including but not
limited to any claims for fraud, fraud in the inducement, negligent
misrepresentation, promissory estoppel, tortious interference with contract,
tortious interference with prospective business relations, negligence, breach of
contract, breach of the duty of good faith and fair dealing, breach of fiduciary
duty, violation of any provision of the Texas Business and Commerce Code, and
any claim for equitable relief that could have been or has been asserted, and
any claims that were asserted or could have been asserted in the Lawsuit, save
and except for the obligations imposed by this Agreement.
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1.4. ▇▇▇▇▇▇▇▇'▇ Release of ▇▇▇▇ and UHC. Upon the execution of this
Agreement, ▇▇▇▇▇▇▇▇, on behalf of himself and his attorneys, agents, partners,
insurers, representatives, successors, and assigns, hereby FULLY RELEASES, HOLDS
HARMLESS, REMISES AND FOREVER DISCHARGES ▇▇▇▇, together with his agents,
attorneys (including but not limited to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and
▇▇▇ ▇. ▇▇▇▇▇), partners, insurers, representatives, successors, and assigns and
UHC, together with its officers, directors, principals, shareholders, parents,
subsidiaries, members, attorneys (including but not limited to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇ ▇. ▇▇▇▇▇), successors, employees, agents, partners,
insurers, underwriters, representatives, and assigns, of and from any and all
claims, actions, causes of action, appeals, suits, rights, obligations, damages,
losses, charges, debts, liabilities, and demands whatsoever, WHETHER FORESEEN OR
UNFORESEEN, KNOWN OR UNKNOWN, DISCLOSED OR UNDISCLOSED, MATURED OR UNMATURED, in
law, equity or otherwise, which ▇▇▇▇▇▇▇▇ has, may have or has had that relate in
any way to the Loan Agreements and/or any and all prior dealings between the
Parties as of the Effective Date hereof, of any type or character, including but
not limited to any claims for fraud, fraud in the inducement, negligent
misrepresentation, promissory estoppel, tortious interference with contract,
tortious interference with prospective business relations, negligence, breach of
contract, breach of the duty of good faith and fair dealing, breach of fiduciary
duty, violation of any provision of the Texas Business and Commerce Code, and
any claim for equitable relief that could have been or has been asserted, and
any claims that were asserted or could have been asserted in the Lawsuit, save
and except for the obligations imposed by this Agreement.
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1.5. SSB's Release of ALMAC. Upon the Execution of this Agreement, SSB, on
behalf of itself, and its officers, directors, principals, shareholders,
parents, subsidiaries, affiliates, members, attorneys, successors, employees,
agents, partners, insurers, underwriters, representatives, assigns, including
SWS Group, Inc. and Southwest Securities, Inc., hereby FULLY RELEASES, HOLDS
HARMLESS, REMISES AND FOREVER DISCHARGES ALMAC, together with its officers,
directors, principals, shareholders, parents, subsidiaries, members, attorneys
(including but not limited to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇ ▇.
▇▇▇▇▇), successors, employees, agents, partners, insurers, underwriters,
representatives, and assigns, of and from any and all claims, actions, causes of
action, appeals, suits, rights, obligations, damages, losses, charges, debts,
liabilities, and demands whatsoever, WHETHER FORESEEN OR UNFORESEEN, KNOWN OR
UNKNOWN, DISCLOSED OR UNDISCLOSED, MATURED OR UNMATURED, in law, equity or
otherwise, which SSB has, may have or has had that relate in any way to the Loan
Agreements and/or any and all prior dealings between the Parties as of the
Effective Date hereof, of any type or character, including but not limited to
any claims for fraud, fraud in the inducement, negligent misrepresentation,
promissory estoppel, tortious interference with contract, tortious interference
with prospective business relations, negligence, breach of contract, breach of
the duty of good faith and fair dealing, breach of fiduciary duty, violation of
any provision of the Texas Business and Commerce Code, and any claim for
equitable relief that could have been or has been asserted, and any claims that
were asserted or could have been asserted in the Lawsuit, save and except for
the obligations imposed by this Agreement.
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1.6. ALMAC's Release of SSB and ▇▇▇▇▇▇▇▇. Upon the Execution of this
Agreement, ALMAC, on behalf of itself, and its officers, directors, principals,
shareholders, parents, subsidiaries, affiliates, members, attorneys, successors,
employees, agents, partners, insurers, underwriters, representatives, and
assigns, hereby FULLY RELEASES, HOLDS HARMLESS, REMISES AND FOREVER DISCHARGES
▇▇▇▇▇▇▇▇, together with his attorneys (including but not limited to ▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇ III, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇), agents, partners, insurers,
representatives, successors, and assigns and hereby FULLY RELEASES, HOLDS
HARMLESS, REMISES AND FOREVER DISCHARGES SSB, together with its officers,
directors, principals, shareholders, parents, subsidiaries, specifically
including but not limited to Southwest Securities, Inc. and SWS Group, Inc., and
SSB's affiliates, members, attorneys (including but not limited to ▇▇▇▇▇ ▇. ▇▇▇▇
III, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇), successors, employees, agents, partners, insurers,
underwriters, representatives, and assigns, of and from any and all claims,
actions, causes of action, appeals, suits, rights, obligations, damages, losses,
charges, debts, liabilities, and demands whatsoever, WHETHER FORESEEN OR
UNFORESEEN, KNOWN OR UNKNOWN, DISCLOSED OR UNDISCLOSED, MATURED OR UNMATURED, in
law, equity or otherwise, which ALMAC has, may have or has had that relate in
any way to the Loan Agreements and/or any and all prior dealings between the
Parties as of the Effective Date hereof, of any type or character, including but
not limited to any claims for fraud, fraud in the inducement, negligent
misrepresentation, promissory estoppel, tortious interference with contract,
tortious interference with prospective business relations, negligence, breach of
contract, breach of the duty of good faith and fair dealing, breach of fiduciary
duty, violation of any provision of the Texas Business and Commerce Code, and
any claim for equitable relief that could have been or has been asserted, and
any claims that were asserted or could have been asserted in the Lawsuit, save
and except for the obligations imposed by this Agreement.
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1.7. Release and Waiver of DTPA claims. Without acknowledging that any
claim or cause of action as it relates to this Agreement and/or any prior
dealings between the Parties could be alleged or asserted by ▇▇▇▇, UHC or ALMAC
under the Texas Deceptive Trade Practices and Consumer Protection Act ("DTPA"),
by signing this Agreement, ▇▇▇▇, individually and on behalf of UHC and ALMAC,
acknowledges and states as follows: "I waive my rights under the Deceptive Trade
Practices-Consumer Protection Act, Section 17.41 et seq., Business & Commerce
Code, a law that gives consumers special rights and protections. After
consultation with an attorney of my own selection, I voluntarily consent to this
waiver."
2. Consideration.
2.1. Payment to SSB. Simultaneously with the execution of this Agreement
by all Parties, UHC shall tender the full sum and amount of seven hundred
thousand and no/100 dollars ($700,000.00) to SSB, by cashier's check or
certified funds check personally delivered to SSB's counsel of record.
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2.2. Stock certificate and promissory notes.
2.2.1. Release of Stock Certificate 8406. Concurrently with the
execution of this Agreement, SSB will release all rights, claims and title in
and to United Heritage Corporation Stock Certificate Number 8406 and direct and
authorize Computershare Trust Company to release United Heritage Corporation
stock certificate 8406 to ▇▇▇▇ by providing ▇▇▇▇ or his attorneys with an
executed letter in the same form as that set forth in Exhibit A to this
Agreement. Furthermore, in connection with this paragraph 2.2, SSB agrees to
promptly terminate all uniform commercial code financing statements filed by SSB
against ▇▇▇▇ relating to the United Heritage Corporation Stock Certificate
Number 8406.
2.2.2 Promissory notes.Simultaneously with the execution of this
Agreement by the Parties, SSB shall deliver to UHC the aforementioned Loan
Agreement dated April 25, 2000, Promissory Note #38728, dated April 25, 2000,
the Promissory Note (renewed) #38728, dated April 25, 2001, and the Third-Party
Pledge Agreement executed by ▇▇▇▇, dated April 25, 200, all of which shall be
marked as follows: "Paid-in-full/Released."
2.3. The Parties acknowledge that the consideration provided for in
section 2 of this Agreement is good and sufficient consideration for the
releases provided in section 1 of this Agreement and will constitute full and
final settlement of the Parties' claims, including but not limited to payment in
full of the Promissory Note and Loan Agreement and ALMAC's, ▇▇▇▇'▇, and UHC full
and final release of any and all claims against SSB and ▇▇▇▇▇▇▇▇, as set forth
in section 1 of this Agreement..
3. Dismissal of the Lawsuit. Within three (3) business days after
execution of this Agreement by all Parties and SSB's receipt of the payment
referenced in paragraph 2.1 above, the Parties, by and through their counsel of
record, will execute and file an Agreed Motion to Dismiss the Lawsuit with
prejudice in substantially the same form as that attached hereto as Exhibit B
and submit to the Court a proposed Agreed Order of Dismissal with Prejudice in
substantially the same form as that attached hereto as Exhibit C.
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4. Bankruptcy. If UHC files for bankruptcy pursuant to Title 11 of the
United States Code, UHC agrees that (a) SSB shall have an allowed claim against
UHC in an amount at least equal to any consideration due SSB under the terms of
this Agreement; and (b) UHC will not dispute that this Agreement has been
entered into in the ordinary course of business.
5. Miscellaneous Provisions.
5.1. Reliance on Counsel. ▇▇▇▇, UHC, and ALMAC agree that no
representations have been made by SSB or ▇▇▇▇▇▇▇▇ or their attorneys (including
but not limited to ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇ III, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇) inducing them
to execute this Agreement and neither this Agreement nor its terms constitute
legal advice on the part of SSB, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, or ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP
(including but not limited to ▇▇▇▇▇ ▇. ▇▇▇▇ III, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇). SSB and ▇▇▇▇▇▇▇▇
agree that no representations have been made by UHC, ▇▇▇▇ or ALMAC or their
attorneys (including but not limited to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and
▇▇▇ ▇. ▇▇▇▇▇) inducing them to execute this Agreement and SSB and ▇▇▇▇▇▇▇▇
further agree that neither this Agreement nor its terms constitute legal advice
on the part of UHC, ▇▇▇▇, ALMAC, the Law Offices of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, P.C., or
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C. (including but not limited to ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇ ▇. ▇▇▇▇▇).
5.2. Comprehension of Documents/Acceptance of Terms. In entering into this
Agreement, the Parties acknowledge that they have read and understand each
provision of this Agreement, that they have had the opportunity to consult with
an attorney of their own choosing regarding this Agreement and its terms, and
further that those terms are fully, freely, and voluntarily accepted.
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5.3. Severability. If any provision of this Agreement is determined by a
court of competent jurisdiction to be invalid or unenforceable in any respect,
such determination shall not affect any other provision of this Agreement, and
this Agreement shall be enforced as if the invalid provision did not exist.
5.4. Warranty of Capacity and Non-Assignment of Claims. The Parties,
individually and on behalf of any other person or entity, specifically
acknowledge, represent and warrant that they are authorized to enter into this
Agreement individually and on behalf of the persons or entities for whom they
purport to have authority. Further, the Parties hereby represent and warrant
that they each are the only and lawful owner of any and all claims that were
asserted or could have been asserted in the Lawsuit and that no portion of any
claim being released pursuant to this Agreement has been assigned or conveyed to
any other person, party or entity.
5.5. Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Texas.
5.6. No admission of liability. This Agreement is a compromise and
settlement of disputed claims and is not an admission by the Parties, or any of
them, of any duty, liability, obligation or improper or wrongful conduct in
connection with any matter in dispute or otherwise, all such liability being
denied by all Parties.
5.7. Entire Agreement/Merger. IT IS UNDERSTOOD AND AGREED THAT THIS
AGREEMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ANY
AND ALL PRIOR AGREEMENTS, ARRANGEMENTS, OR UNDERSTANDINGS BETWEEN THE PARTIES
RELATING TO THE SUBJECT MATTER. NO ORAL UNDERSTANDINGS, STATEMENTS, PROMISES OR
INDUCEMENTS CONTRARY TO THE TERMS OF THIS AGREEMENT EXIST. THIS AGREEMENT CANNOT
BE CHANGED, ALTERED OR TERMINATED ORALLY.
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5.8. Taxes. The Parties understand and agree that none of the Parties or
their attorneys have made and do not make any representation or warranty
regarding the taxability or non-taxability of any of the consideration exchanged
pursuant to this Agreement.
5.9. Further assurances. The Parties agree to execute such other and
further documents and/or pleadings and to perform such other acts as may be
reasonably necessary to evidence or carry out the terms and provisions of this
Agreement.
5.10. Multiple Originals. This Agreement may be executed in a number of
identical counter-parts, each of which shall be deemed an original for all
purposes and facsimile or copies of this Agreement and the signatures hereto
will be deemed an original for all purposes.
5.11. No oral modifications. This Agreement may not be modified, amended
or terminated orally. No modification, amendment or termination, or any claimed
waiver of any of the provisions of this Agreement, shall be binding unless same
is in writing and signed by the person against whom such modification, amendment
or waiver is sought to be enforced.
5.12. Terms contractual. The terms and conditions of this Agreement are
contractual and not merely recitals and all are material consideration for this
Agreement.
5.13. No waiver. The failure of any of the Parties to enforce at any time
any provision of this Agreement shall not be construed to be a waiver of such
provision, nor in any way affect the validity of this Agreement or any part
thereof or any right of any person thereafter to enforce each and every
provision. No waiver of any breach of this Agreement shall be held to constitute
a waiver of any other breach.
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5.14. Notice. Any notice to any party hereto shall be by certified mail,
return receipt requested and by facsimile as follows and deemed received three
days after such notice is post-marked:
If to SSB or ▇▇▇▇▇▇▇▇: If to UHC, ▇▇▇▇ or ALMAC:
Southwest Securities Bank United Heritage Corporation
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ 2 Caddo Street
Arlington, Texas 76010 ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
and - with a copy to -
▇▇▇▇▇ ▇▇▇▇, Esq. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Southwest Securities, Inc. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, P.C.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
- with a copy to -
▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇ III ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C.
▇▇▇▇▇▇ and ▇▇▇▇▇, LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
*** SIGNATURE BLOCKS APPEAR ON FOLLOWING PAGE ***
Page 13 of 18
UNITED HERITAGE CORPORATION DATED:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ 2/18/05
--------------------------------- -----------------------
Its President
▇▇▇▇▇▇ ▇. ▇▇▇▇, individually DATED:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ 2/18/05
------------------------------------ -----------------------
ALMAC FINANCIAL CORPORATION DATED:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ 2/18/05
--------------------------------- -----------------------
Its President
Page 14 of 18
SOUTHWEST SECURITIES BANK, formerly known as DATED:
FIRST SAVINGS BANK, FSB
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2-17-05
--------------------------------- -----------------------
Its CEO
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, individually DATED:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2-17-05
------------------------------------
Page 15 of 18
ACKNOWLEDGEMENT OF UNITED HERITAGE CORPORATION
STATE OF TEXAS ss.
ss.
COUNTY OF ▇▇▇▇▇▇▇ ▇▇.
Before me, a Notary Public, on this day personally appeared ▇▇▇▇▇▇ ▇.
▇▇▇▇, known to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of UNITED
HERITAGE CORPORATION, and that he executed the same on behalf of said
corporation for the purposes and consideration therein expressed, and in the
capacity therein stated.
Given under my hand and seal of office this 18th day of February, 2005.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Notary Public in and for the
State of Texas
(SEAL)
ACKNOWLEDGEMENT OF ▇▇▇▇▇▇ ▇. ▇▇▇▇
STATE OF TEXAS ss.
ss.
COUNTY OF ▇▇▇▇▇▇▇ ▇▇.
Before me, a Notary Public, on this day personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇
known to me to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that he executed the same for the purposes and
consideration therein expressed.
Given under my hand and seal this 18th day of February, 2005.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Notary Public in and for the
State of Texas
(SEAL)
ACKNOWLEDGEMENT OF ALMAC FINANCIAL CORPORATION
STATE OF TEXAS ss.
ss.
COUNTY OF ▇▇▇▇▇▇▇ ▇▇.
Before me, a Notary Public, on this day personally appeared ▇▇▇▇▇▇ ▇.
▇▇▇▇, known to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of ALMAC
FINANCIAL CORPORATION, and that he executed the same on behalf of said
corporation for the purposes and consideration therein expressed, and in the
capacity therein stated.
Given under my hand and seal of office this 18th day of February, 2005.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Notary Public in and for the
State of Texas
(SEAL)
ACKNOWLEDGMENT OF SOUTHWEST SECURITIES BANK,
FORMERLY KNOWN AS FIRST SAVINGS BANK, FSB
STATE OF TEXAS ss.
ss.
COUNTY OF TARRANT ss.
Before me, a Notary Public, on this day personally appeared ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, known to me to be the person and officer whose name is subscribed to
the foregoing instrument and acknowledged to me that the same was the act of
SOUTHWEST SECURITIES BANK, formerly known as FIRST SAVINGS BANK, FSB, and that
he executed the same on behalf of said corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.
Given under my hand and seal of office this 17th day of February, 2005.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
Notary Public in and for the
State of Texas
(SEAL)
ACKNOWLEDGEMENT OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
STATE OF TEXAS ss.
ss.
COUNTY OF TARRANT ss.
Before me, a Notary Public, on this day personally appeared ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, known to me to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that he executed the same for the purposes and
consideration therein expressed.
Given under my hand and seal this 17th day of February, 2005.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
Notary Public in and for the
State of Texas
(SEAL)
