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Exhibit 10.14
RENEWAL AND MODIFICATION LINE OF CREDIT NOTE
$5,000,000.00 Nashville, Tennessee
As of August 18, 1997
FOR VALUE RECEIVED, the undersigned, CorporateFamily Solutions, Inc., a
corporation (the "Borrower"), promises to pay to the order of NationsBank of
Tennessee, N.A. (the "Bank") the sum of Five Million and 00/100 Dollars
($5,000,000.00), or so much thereof as may be advanced from time to time, with
interest calculated on a 360-day year at a floating rate per annum equal to the
NationsBank's prime rate charged from time to time, such interest rate to be
adjusted automatically to reflect changes in the prime rate. In no event shall
the interest rate charged herein exceed the maximum rate of interest permitted
to be charged under the laws in effect from time to time (the "Maximum Rate").
The NationsBank prime rate is that rate announced by Bank from time to time as
the NationsBank prime rate and is not necessarily the best or lowest rate
charged by Bank. Said interest shall be due and payable monthly on the
outstanding principal balance on the first day of each consecutive month
beginning September 1, 1997. The unpaid principal balance, together with accrued
but unpaid interest, shall be due and payable in full on August 18, 1998.
Both principal and interest due on this note are payable in Nashville,
Tennessee, at par in lawful money of the United States of America, in the Main
Office of Bank, NationsBank Plaza, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
This note shall be administered and disbursed in accordance with the
Commitment Letter dated as of August 13, 1997, and accepted by the Borrower on
August 18, 1997, and the Terms and Conditions attached thereto (collectively,
the "Loan Agreement").
In the event there is a default in the payment of any part of interest or
principal within fifteen (15) days of the date when due, or upon failure of the
undersigned to keep and perform all the covenants, promises, agreements,
conditions and provisions of this Note, the Loan Agreement or any other document
or instrument evidencing the indebtedness evidenced by this Note; then, the
entire unpaid principal sum evidenced by this note, together with all accrued
interest, shall, at the option of any holder, without notice, become due and
payable forthwith. Upon the occurrence of any default hereunder, at the option
of any holder, and without further notice to obligor, all accrued and unpaid
interest, if any, shall be added to the outstanding principal balance hereof and
the entire outstanding principal balance, as so adjusted, shall bear interest
thereafter until paid at an annual rate equal to the Maximum Rate, regardless of
whether there has been an acceleration of the payment of principal as set forth
herein. All such interest shall be paid at the time and as a condition to the
curing of any such default. Failure of the holder to exercise this right of
accelerating the maturity of the debt, or indulgence granted from time to time,
shall in no event be considered as a waiver of said right of acceleration or
stop the holder from exercising said right.
All persons or corporations now or at any time liable, whether primarily or
secondarily, for the payment of the indebtedness hereby evidenced, for
themselves, their heirs, legal representatives and assigns, waive demand,
presentment for payment, notice of dishonor protest, notice of protest, and
diligence in collection and all other notices or demands whatsoever with respect
to this note or the enforcement hereof, and consent that the time of said
payments or any part thereof may be extended by the holder hereof and assent to
any substitution, exchange, or release of collateral permitted by the holder
hereof, all without in any wise modifying, altering, releasing, affecting, or
limiting their respective liability.
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To the extent permitted by applicable law, obligor shall pay to Bank a late
charge equal to four percent (4%) of any payment hereunder that is not received
by Bank on or before fifteen (15) days of the date on which it is due, in order
to cover the additional expenses incident to the handling and processing of
delinquent payments.
The term obligor, as used in this note, shall mean all parties, and each of
them, directly or indirectly obligated for the indebtedness that this note
evidences, whether as principal, maker, endorser, surety, guarantor or
otherwise.
The undersigned will pay, on demand, any attorney's fees and related
expenses that the holder incurs (i) in collecting or attempting to collect the
indebtedness evidenced by this note, or (ii) in enforcing the Loan Agreement.
Any controversy or claim between or among the parties hereto, including but
not limited to those arising out of or relating to this Agreement or any related
agreements or instruments, including any claim based on or arising from an
alleged tort, shall be determined by binding arbitration in accordance with the
Federal Arbitration Act (or if not applicable, the applicable state law), the
Rules of Practice and Procedure for the Arbitration of Commercial Disputes or
Judicial Arbitration and Mediation Services, Inc. ("J.A.M.S.") and the "Special
Rules" set forth below. In the event of any inconsistency, the Special Rules
shall control. Judgment upon any arbitration award may be entered in any court
having jurisdiction. Any party to the Agreement may bring an action, including a
summary or expedited proceeding, to compel arbitration of any controversy or
claim to which this Agreement applies in any court having jurisdiction over such
action.
(A) Special Rules. The arbitration shall be conducted in the city of
▇▇▇▇▇▇▇▇'s domicile at the time of the Agreement's execution and administered by
J.A.M.S. who will appoint an arbitrator. If J.A.M.S. is unable or legally
precluded from administering the arbitration, then the American Arbitration
Association will serve. All arbitration hearings will be commenced within ninety
(90) days of the demand for arbitration; further, the arbitrator shall only,
upon a showing of cause, be permitted to extend the commencement of such hearing
for an additional sixty (60) days.
(B) Reservation of Rights. Nothing in this Agreement shall be deemed to
(i) limit the applicability of any otherwise applicable statutes of limitation
or repose and any waivers contained in this Agreement; or (ii) be a waiver by
the Bank of the protection afforded to it by 12 U.S.C. Sec. 91 or any
substantially equivalent state law; or (iii) limit the right of the Bank hereof
(a) to exercise self help remedies such as (but not limited to) setoff, or (b)
to foreclosure against any real or personal property collateral, or (c) to
obtain from a court provisional or ancillary remedies such as (but not limited
to) injunctive relief, writ or possession or the appointment of a receiver. The
Bank may exercise such self help rights, foreclosure upon such property, or
obtain such provisional or ancillary remedies before, during or after the
pendency of any arbitration proceeding brought pursuant to this Agreement.
Neither the exercise of self help remedies nor the institution or maintenance of
an action for foreclosure or provisional or ancillary remedies shall constitute
a waiver of the right of any party, including the claimant in such action, to
arbitrate the merits of the controversy or claim occasioning resort to such
remedies.
This obligation is made and intended as a Tennessee contract and is to be so
construed.
IN WITNESS WHEREOF, this note has been duly executed by the undersigned the
day and year first above written.
CORPORATEFAMILY SOLUTIONS, INC.
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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TITLE: Executive Vice President,
Chief Financial Officer
and Secretary
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TERMS AND CONDITIONS
BORROWER: CorporateFamily Solutions, Inc.
BANK: NationsBank of Tennessee, N.A.
PURPOSE: Acquisition and Working Capital
AMOUNT OF LOAN: $5,000,000
INTEREST RATE: A floating rate per annum equal to the NationsBank Prime Rate
adjusted daily. For purposes hereof, the NationsBank Prime Rate is that rate
announced by Bank from time to time as the NationsBank Prime Rate.
COMMITMENT FEE: ▇▇▇▇▇▇▇▇ agrees to pay to the Bank a commitment fee of 0.25% per
annum on the unused portion of the Loan. The commitment fee shall be due and
payable quarterly based upon the difference between the maximum amount of this
Loan ($5,000,000) and the average principal amount outstanding under this Loan
for the preceding quarter. The fee shall be due and payable on the first day of
each quarter.
REPAYMENT TERMS: Accrued interest shall be due and payable monthly on the first
day of each consecutive month beginning the first day of the month following the
initial funding under the Loan. The unpaid principal balance of the Loan,
together with accrued but unpaid interest shall be due and payable on August 28,
1998.
LOAN DOCUMENTS: This commitment letter shall constitute the Loan Agreement and
shall survive the closing of the. Loan, the execution and delivery of any other
Loan Documents, and the making of any advances or disbursements thereunder. In
the event of a conflict between a provision contained in this commitment letter
and a provision of any other Loan Document, the terms of the other Loan Document
shall control.
CONDITIONS TO FIRST ADVANCE: Prior to the making by the Bank of the first
advance to the Borrower, the following conditions precedent shall have been
satisfied.
The Bank shall have received, duly executed, all Loan Documents and any other
documents and instruments necessary or advisable in connection with the Loan,
all of which shall be in form and substance satisfactory to the Bank and its
counsel.
The Bank shall have received a borrowing resolution authorizing the Loan and the
execution of the Loan Documents.
CONDITIONS TO EACH ADVANCE: Prior to the disbursement by the Bank of any
advances to Borrower under this Loan, the Bank shall have determined that there
shall exist no event of default; the representations and warranties contained in
the Loan Documents shall be true and accurate as of the date of such advance.
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ADVANCE PROCEDURE: Advances on this Loan will be made by telephonic or written
communication from a person reasonably believed by the Bank to be an authorized
representative of the Borrower. Unless otherwise agreed by the Bank, all
advances will be made to a demand deposit account maintained at the Bank in the
name of the Borrower.
REPORTING REQUIREMENTS: So long as the Borrower is indebted to the Bank, the
Borrower shall submit to the Bank the following:
1. Quarterly, within 45 days of the end of each quarter, internally prepared
financial statements of the Borrower, including a balance sheet and income
statement; and
2. Annually, within ninety (90) days following the end of the Borrower's fiscal
year, a balance sheet and income statement prepared in accordance with generally
accepted accounting principles on an audited basis by an independent certified
public accountant acceptable to the Bank, including statements of financial
condition, income, cash flows and changes in shareholders' equity.
REPRESENTATIONS AND WARRANTIES:
Good Standing. Borrower is a corporation, duly organized and validly existing
under the laws of Tennessee and has the power and authority to own its property
and to carry on its business in each jurisdiction in which Borrower does
business.
Authority and Compliance. ▇▇▇▇▇▇▇▇ has full power and authority to execute and
deliver the Loan Documents and to incur and perform the obligations provided for
therein, all of which have been duly authorized by all proper and necessary
action of the appropriate governing body of Borrower. No consent or approval of
any public authority or other third party is required as a condition to the
validity of any Loan Document, and Borrower is in compliance with all laws and
regulatory requirements to which it is subject, except where the failure to be
in compliance would not result in a material adverse effect to the Borrower and
its subsidiaries taken as a whole.
Litigation. There is no proceeding involving Borrower pending or, to the
knowledge of Borrower, threatened before any court or governmental authority,
agency or arbitration authority, except as disclosed to Bank in writing prior to
the date of this Agreement.
No Conflicting Agreements. There is no charter, bylaw, stock provision,
partnership agreement or other material document pertaining to the organization,
power or authority of Borrower and no provision of any existing agreement,
mortgage, indenture or contract binding on Borrower or affecting its property,
which would result in a default under, or in any way prevent the execution,
delivery or carrying out of the terms of this Agreement and the other Loan
Documents, except where the conflict would not result in a material adverse
effect to the Borrower and its subsidiaries taken as a whole.
Ownership of Assets. Borrower has good title to its assets, and its assets are
free and clear of liens, except those, granted to Bank and as disclosed to Bank
in writing prior to the date of this Agreement.
Taxes. All taxes and assessments due and payable by Borrower have been paid or
are being contested in good faith by appropriate proceedings and the Borrower
has filed all tax returns which it is required to file, except where such
failure would not result in a material adverse effect to the Borrower and its
subsidiaries taken as a whole.
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Financial Statements. The financial statements of Borrower heretofore delivered
to Bank have been prepared in accordance with GAAP applied on a consistent basis
throughout the period involved and fairly present Borrower's financial condition
as of the date or dates thereof, and there has been no material adverse change
in Borrower's financial condition or operations since December 31, 1996. All
factual information furnished by Borrower to Bank in connection with this
Agreement and the other Loan Documents is and will be accurate and complete on
the date as of which such information is delivered to Bank.
Place of Business. ▇▇▇▇▇▇▇▇'s chief executive office is located at:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Environmental Compliance. The conduct of Borrower's business operations and the
condition of Borrower's property does not and will not violate, in any material
way, any federal laws, rules or ordinances for environmental protection,
regulations of the Environmental Protection Agency and any applicable local or
state law, rule, regulation or rule of common law and any judicial
interpretation thereof relating primarily to the environment or the regulation
of hazardous materials, as defined in such laws, rules, ordinances and
regulations.
Continuation of Representation and Warranties. All representations and
warranties made under this Letter of Commitment shall be deemed to be made at
and as of the date hereof and at and as of the date of any advance under any
Loan.
FINANCIAL COVENANTS: Until full payment and performance of all obligations of
Borrower under the Loan, Borrower will, unless Bank consents otherwise in
writing (and without limiting any requirement of any other loan document)
maintain the following covenants:
Funded Debt to EBITDA: Maintain on a trailing four quarter basis a Funded Debt
to EBITDA ratio of no more than 2.0 to 1.
"Funded Debt" means at any date, with respect to Borrower, all of the following
obligations (without duplication) of Borrower: (i) all obligations of Borrower
for borrowed money, (ii) all obligations of Borrower evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of
Borrower to pay the deferred purchase price of property or services, except
accounts payable arising in the ordinary course of business, (iv) all
obligations of Borrower as lessee under capital leases, (v) all obligations of
Borrower to purchase securities or other property which arise out of or in
connection with the sale of the same or substantially similar securities or
property, (vi) all noncontingent obligations of Borrower to reimburse any bank
or other person in respect of amounts paid under a letter of credit or similar
instrument, (vii) all debt of others secured by a lien on any asset of Borrower,
whether or not such debt is assumed by Borrower and (viii) all debt of others
guaranteed by ▇▇▇▇▇▇▇▇.
"EBITDA" is defined as Earnings Before Interest, Taxes, Depreciation, and
Amortization.
All accounting terms not specifically defined or specified herein shall have the
meanings generally attributed to such terms under generally accepted accounting
principles ("GAAP"), as in effect from time to time, consistently applied.
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AFFIRMATIVE COVENANTS: Until full payment and performance of all obligations of
Borrower under the Loan Documents, Borrower will, without the prior written
consent of Bank (and without limiting any requirement of any other Loan
Documents):
Insurance. Maintain insurance with insurance companies on such of its
properties, in such amounts and against such risks as is customarily maintained
by similar businesses operating in the same vicinity, specifically to include
fire and extended coverage insurance covering all assets, business interruption
insurance, workers compensation insurance and liability insurance, all to be
with such companies and in such amounts as are satisfactory to Bank (such
current providers are hereby acknowledged to be acceptable to Bank) and
providing for at least 30 days prior notice to Bank of any cancellation thereof.
Satisfactory evidence of such insurance will be supplied to Bank prior to
funding under the Loan(s) and 30 days prior to each policy renewal.
Existence and Compliance. Maintain its existence, good standing and
qualification to do business, where required and comply with all laws,
regulations and governmental requirements including, without limitation,
environmental laws applicable to it or to any of its property, business
operations and transactions, except where the failure to maintain or comply will
not result in a material adverse effect on the Borrower and its Subsidiaries
taken as a whole.
Adverse Conditions or Events. Promptly advise Bank in writing of (i) any
condition, event or act which comes to its attention that would result ;n a
material adverse effect to the financial condition or operations of Borrower and
its Subsidiaries taken as a whole, or Bank's rights under the Loan Documents,
(ii) any litigation filed by or against Borrower with damages claimed in excess
of $500,000, (iii) any event of default under any Loan Documents and (iv) any
uninsured or partially uninsured loss through fire, theft, liability or property
damage in excess of an aggregate of $100,000.
Taxes. Pay all of its taxes and assessments, including, but not limited to
taxes, costs or other expenses arising out of this transaction, as the same
become due and payable, except to the extent the same are being contested in
good faith by appropriate proceedings in a diligent manner.
Maintenance. Maintain all of its tangible property in good condition and repair
and make all necessary replacements thereof, and preserve and maintain ail
licenses, trademarks, privileges, permits, franchises, certificates and the like
necessary for the operation of its business.
Environmental. Immediately advise Bank in writing of (i) any and all
enforcement, cleanup, remedial, removal, or other governmental or regulatory
actions instituted, completed or threatened pursuant to any applicable federal,
state, or local laws, ordinances or regulations relating to any Hazardous
Materials affecting Borrowers business operations; and (ii) all material claims
made or threatened by any third party against Borrower relating to damages,
contribution, cost recovery, compensation, loss or injury resulting from any
Hazardous Materials. Borrower shall immediately notify Bank of any material
remedial action taken by Borrower with respect to ▇▇▇▇▇▇▇▇'s business
operations. Borrower will not knowingly permit any other party to use any
Hazardous Materials at any of Borrower's places of business or at any other
property owned by Borrower except such materials as are incidental to the normal
course of business, maintenance and repairs and which are handled in compliance
with all applicable environmental laws. Borrower agrees to permit Bank, its
agents, contractors and employees to enter and inspect any of Borrower's places
of business or any other property of Borrower at any reasonable times upon three
(3) days prior notice for the purposes of conducting an environmental
investigation and audit (including taking physical samples) to insure that
Borrower is complying with this covenant and Borrower shall reimburse Bank on
demand for the reasonable costs of any such environmental investigation and
audit. Borrower shall provide Bank, its agents,
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contractors, employees and representatives, upon request, with access to and
copies of any and all data and documents relating to or dealing with any
Hazardous Materials used, generated, manufactured, stored or disposed of by
Borrower's business operations within five (5) days of the request therefore.
NEGATIVE COVENANTS: Until full payment and performance of all obligations of
Borrower under the Loan Documents, Borrower will not, without the prior written
consent of Bank (and without limiting any requirement of any other Loan
Documents):
Transfer of Assets or Control. Sell, lease, assign or otherwise dispose of or
transfer a material portion of Borrower's assets, except in the normal course of
its business, or enter into any merger or consolidation, or transfer control or
ownership of the Borrower or from or acquire any subsidiary.
Liens. ▇▇▇▇▇, suffer or permit any contractual or noncontractual lien on or
security interest in its assets, except in favor of Bank, or fail to promptly
pay when due all lawful claims, whether for labor, materials or otherwise.
Extensions of Credit. Make any loan or advance to any individual, partnership,
corporation or other entity, other than employee loans or advances in the
ordinary course of business, not exceeding $250,000 in the aggregate.
Borrowings. Create, incur, assume or become liable in any manner for any
indebtedness (for borrowed money, deferred payment for the purchase of assets,
lease payments, as surety or guarantor for the debt for another, or otherwise)
other than to Bank, except for normal trade debts incurred in the ordinary
course of ▇▇▇▇▇▇▇▇'s business, and except for existing indebtedness disclosed to
Bank in writing and acknowledged by Bank prior to the date of this Agreement.
Character of Business. Change the general character of business as conducted at
the date hereof, or engage in any type of business not reasonably related to its
business as presently conducted.
EVENTS OF DEFAULT: A default shall occur under this Letter of Commitment and
under each of the Loan Documents and under any other promissory note executed by
Borrower in favor of Bank if the Borrower, any endorser or any guarantor of the
Loan defaults in the payment of any amounts due and owing under the Loan or any
other indebtedness owing to Bank within fifteen (15) days of its due date or
fails to timely and properly observe, keep or perform any term, covenant,
agreement or condition in any of the Loan Documents or in the event of the
dissolution, liquidation, cessation of business, termination of existence,
insolvency, failure to pay debts as they mature, business failure, or
appointment of a receiver of any part of the property of, assignment for the
benefit of creditors by, or the commencement of any proceeding under any
bankruptcy or insolvency law by or against Borrower, which, in the case of an
involuntary proceeding, is not dismissed within sixty (60) days of filing.
REMEDIES UPON DEFAULT: If an event of default shall occur Bank shall have all
rights, powers and remedies available under each of the Loan Documents as well
as all rights and remedies available at law or in equity.
CLOSING COSTS AND EXPENSES: The Borrower shall pay all reasonable costs and
expenses incurred by the Bank in connection with the Bank's review, due
diligence and closing of the Loan, including reasonable attorneys' fees (to
include outside counsel fees and all allocated costs of Bank's in-house counsel
if permitted by applicable law) incurred by the Bank in connection with the
negotiation and preparation of the Loan Documents.
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NON-ASSIGNABLE: This commitment and the right of Borrower to receive loans
hereunder may not be assigned by ▇▇▇▇▇▇▇▇.
RELIANCE: This commitment constitutes an offer by the Bank to the Borrower to
make a Loan on the terms and conditions set forth herein and should not be
relied upon by any third party for any purpose.
AMENDMENT AND WAIVER: No alteration, modification, amendment or waiver of any
terms and conditions of this commitment or of any of the documents required by
or delivered to the Bank under this commitment, shall be effective or
enforceable against the Bank unless set forth in a writing signed by the Bank.
GOVERNING LAW: This commitment and the Loan shall be governed by and construed
in accordance with the laws of the State of Tennessee (without regard to choice
of law principles).
INTEGRATION: The terms set forth above represent the entire understanding
between the Borrower and the Bank with respect to the subject matter of this
commitment, and this commitment supersedes any prior and contemporaneous
agreements, commitments, discussions and understandings, oral or written, with
respect to the subject matter of this commitment.
ARBITRATION: ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO
INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR
DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL
BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION
ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND
PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./▇▇▇▇▇▇▇▇▇ AND
ANY SUCCESSOR ▇▇▇▇▇▇▇ (J.A.M.S.), AND THE "SPECIAL RULES" SET FORTH BELOW. IN
THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON
ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY
TO THIS AGREEMENT MAY BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED
PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS
AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION.
A. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE CITY OF THE
BORROWER'S DOMICILE AT TIME OF THE EXECUTION OF THIS INSTRUMENT, AGREEMENT OR
DOCUMENT AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF
J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN
THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL
BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE
ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE
COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.
B. RESERVATION OF RIGHTS. NOTHING IN THIS INSTRUMENT, AGREEMENT OR DOCUMENT
SHALL BE DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE
STATUTES OF LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS AGREEMENT; OR
(II) BE A WAIVER BY THE BANK OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C. SEC.
91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT
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THE RIGHT OF THE BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT
LIMITED TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY
COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH
AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT
OF A RECEIVER. THE BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH
PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR
AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER THIS EXERCISE OF SELF HELP REMEDIES
NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL
OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,
INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE
CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.
The terms and conditions set forth above are accepted this 18th day of
August, 1997.
CORPORATEFAMILY SOLUTIONS, INC.
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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TITLE: Executive Vice President,
Chief Financial Officer
and Secretary