Exhibit 10.5
[GRAPHIC OMITTED] NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION ARBITRATION AGREEMENT
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Norwest Bank Minnesota, The Barbers, Hairstyling for Men & Women, Inc.
National Association 000 Xxxxxxxxxx Xxxx. N.E.
00 Xxxx Xxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000
Xx. Xxxx, Xxxxxxxxx 00000 (the "Borrower")
(the "Bank")
January 22, 1997
1. AGREEMENT TO ARBITRATE. The Bank and Borrower agree to submit to binding
arbitration all claims, disputes and controversies (whether in tort, contract,
or otherwise, except "core proceedings" under the U.S. Bankruptcy Code) arising
between themselves and their respective employees, officers, directors,
attorneys and other agents, which relate in any way without limitation to
existing and future loans and extensions of credit or requests for additional
credit, including by way of example but not by way of limitation the
negotiation, collateralization, administration, repayment, modification,
default, termination and enforcement of such loans or extensions of credit.
2. RULES GOVERNING ARBITRATION. Arbitration under this Agreement will be
governed by the Federal Arbitration Act and proceed in Minneapolis, Minnesota in
accordance with the American Arbitration Association's commercial arbitration
rules ("AAA Rules").
3. SELECTION OF ARBITRATOR. Arbitration will be conducted before a single
neutral arbitrator selected in accordance with AAA Rules and who shall be an
attorney who has practiced commercial law for at least ten years.
4. STATUTES OF LIMITATION AND PROCEDURAL ISSUES. The arbitrator will determine
whether an issue is arbitratable and will give effect to applicable statutes of
limitation. Judgment upon the arbitrator's award may be entered in any court
having jurisdiction. The arbitrator has the discretion to decide, upon documents
only or with a hearing, any motion to dismiss for failure to state a claim or
any motion for summary judgment.
5. DISCOVERY. Discovery will be governed by the Minnesota Rules of Civil
Procedure. Discovery must be completed at least 20 days before the hearing date
and within 180 days of the commencement of arbitration. Each request for an
extension and all other discovery disputes will be determined by the arbitrator
upon a showing that the request is essential for the party's presentation and
that no alternative means for obtaining information are available during the
initial discovery period.
6. EXCEPTIONS TO ARBITRATION. This Agreement does not limit the right of either
party to a) foreclose against real or personal property collateral; b) exercise
self-help remedies such as setoff or repossession; c) obtain provisional
remedies such as replevin, injunctive relief, attachment or the appointment of a
receiver during the pendency or before or after any arbitration proceeding; or
d) obtain a cognitive judgment, if available. These exceptions do not constitute
a waiver of the right or obligation of either party to submit any dispute to
arbitration, including those arising from the exercise of these remedies.
7. ARBITRATION COSTS AND FEES. The arbitrator will award costs and expenses in
accordance with the provisions of the documents evidencing each loan or
extension of credit.
NORWEST BANK MINNESOTA, THE BARBERS, HAIRSTYLING FOR MEN &
NATIONAL ASSOCIATION WOMEN, INC.
By: /s/ Xxxxx X. Xxx By: /s/ J. Xxxxx Xxxxxx
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Its: Vice President Its: Vice President and Chief Financial
Officer
