COMMERCIAL GUARANTY
Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials
62 24 SSJ15
References in the shaded area are for Lender's use only and do
not limit the applicability of this document to any particular
loan or item.
Borrower: Anthony R. Pierno Lender: Charter National Bank-Houston
(SSN: ###-##-####) Westheimer
5374 Tilbury Drive P.O. Box 4525
Houston, TX 77056 Houston, TX 77210-4525
Guarantor: MAXXAM, INC.
2600 SAN FELIPE
HOUSTON, TX 77057
AMOUNT OF GUARANTY. This is a guaranty of payment of the Note, including
without limitation the principal Note amount of One Hundred Fifty
Thousand & 00/100 Dollars ($150,000.00).
GUARANTY. For good and valuable consideration, MAXXAM, INC.
("Guarantor") absolutely and unconditionally guarantees and promises to
pay to Charter National Bank-Houston ("Lender") or its order, in legal
tender of the United States of America, the Indebtedness (as that term is
defined below) of Anthony R. Pierno ("Borrower") to Lender on the terms
and conditions set forth in this Guaranty.
DEFINITIONS. The following words shall have the following meanings when
used in this Guaranty:
Borrower: The word "Borrower" means Anthony R. Pierno.
Guarantor: The word "Guarantor" means MAXXAM, INC.
Guaranty: The word "Guaranty" means this Guaranty made by Guarantor
for the benefit of Lender dated January 28, 1994.
Indebtedness. The word "Indebtedness" means the Note, including (a)
all principal, (b) all interest, (c) all late charges, (d) all loan fees
and loan changes, and (e) all collection costs and expenses relating to
the Note or to any collateral for the Note. Collection costs and
expenses include without limitation all of Lender's attorneys' fees and
Lender's legal expenses, whether or not suit is instituted, and
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.
Lender. The word "Lender" means Charter National Bank-Houston, its
successors and assigns.
Note. The word "Note" means the promissory note or credit agreement
dated January 28, 1994, in the original principal amount of $150,000.00
from Borrower to Lender, together with all renewals of, extensions of,
modifications of, refinancing of, consolidations of, and substitutions
for the promissory note or agreement. Notice to Guarantor: The Note
evidences a revolving line of credit from Lender to Borrower.
Related Documents. The words "Related Documents" mean and include
without limitation all promissory notes, credit agreements, loan
agreements, guaranties, security agreements, mortgages, deeds of trust,
and all other instruments, agreements and documents, whether now or
hereafter existing, execution in connection with the Indebtedness.
MAXIMUM LIABILITY. The maximum liability of Guarantor under this
Guaranty shall not exceed at any one time the amount of the Indebtedness
described above, plus all costs and expenses of (a) enforcement of this
Guaranty and (b) collection and sale of any collateral securing this
Guaranty.
The above limitation on liability is not a restriction on the amount of
the Indebtedness of Borrower to Lender either in the aggregate or at any
one time. If Lender presently holds one or more guaranties, or hereafter
receives additional guaranties from Guarantor, the rights of Lender under
all guaranties shall be cumulative. This Guaranty shall not (unless
specifically provided below to the contrary) affect or invalidate any
such other guaranties. The liability of Guarantor will be the aggregate
liability of Guarantor under the terms of this Guaranty and any such
other unterminated guaranties.
NATURE OF GUARANTY. Guarantor intends to guarantee at all times the
performance and prompt payment when due, whether at maturity or earlier
by reasons of acceleration or otherwise, of all Indebtedness within the
limits set forth in the preceding section of this Guaranty. This
Guaranty covers a revolving line of credit and guarantor understands and
agrees that this guarantee shall be open and continuous until the line of
credit is terminated and the Indebtedness is paid in full, as provided
below.
DURATION OF GUARANTY. This Guaranty will take effect when received by
Lender without the necessity of any acceptance by Lender, or any notice
to Guarantor or to Borrower, and will continue in full force until all
Indebtedness shall have been fully and finally paid and satisfied and all
other obligations of Guarantor under this Guaranty shall have been
performed in full. Release of any other guarantor or termination of any
other guaranty of the Indebtedness shall not affect the liability of
Guarantor under this Guaranty. A revocation receivable by Lender from
any one or more Guarantors shall not affect the liability of any
remaining Guarantors under this Guaranty. This Guaranty covers a
revolving line of credit and it is specifically anticipated that
fluctuations will occur in the aggregate amount of Indebtedness owing
from Borrower to Lender. Grantor specifically acknowledges and agrees
that fluctuations in the amount of Indebtedness, even to zero dollars
($0.00), shall not constitute a termination of this Guaranty.
Guarantor's liability under this Guaranty shall terminate only upon (a)
termination in writing by Borrower and Lender of the line of credit, (b)
payment of the Indebtedness in full in legal tender, and (c) payment in
full in legal tender of all other obligations of Guarantor under this
Guaranty.
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender,
without notice or demand and without lessening or otherwise affecting
Guarantor's liability under this Guaranty, from time to time: (a) to make
one or more additional secured or unsecured loans to Borrower, to lease
equipment or other goods to Borrower, or otherwise to extend additional
credit to Borrower; (b) to alter, compromise, renew, extend, accelerate,
or otherwise change one or more times the time for payment or other terms
of the Indebtedness or any part of the Indebtedness, including increases
and decreases of the rate of interest on the Indebtedness; extensions may
be repeated and may be for longer than the original loan term; (c) to
take and hold security for the payment of this Guaranty or the
Indebtedness, and exchange, enforce, waive, fall or decide not to
perfect; and release any such security, with or without the substitution
of new collateral; (d) to release, substitute, agree not to sue, or deal
with any one or more of Borrower's sureties, endorsers, or other
guarantors on any terms or in any manner Lender may choose; (e) to
determine how, when and what application of payments and credits shall be
made on the Indebtedness; (f) to apply such security and direct the order
or manner of sale thereof, including without limitation, any nonjudicial
sale permitted by the terms of the controlling security agreement or deed
of trust, as Lender in its discretion may determine; (g) to sell,
transfer, assign, or grant participations in all or any part of the
Indebtedness; and (h) to assign or transfer this Guaranty in whole or in
part.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and
warrants to Lender that (a) no representation or agreements of any kind
have been made to Guarantor which would limit or qualify in any way the
terms of this Guaranty; (b) this Guaranty is executed at Borrower's
request and not at the request of Lender; (c) Guarantor has not and will
not, without the prior written consent of Lender, sell lease, assign,
encumber, hypothecate, transfer, or otherwise dispose of all or
substantially all of Guarantor's assets*, or any interest therein; (d)
Lender has made no representation to Guarantor as to the creditworthiness
of Borrower; (e) upon Lender's request, Guarantor will provide to Lender
financial and credit information in form acceptable to Lender**, and all
such financial information provided to Lender is true and correct in all
material respects and fairly presents the financial condition of
Guarantor as of the dates thereof, and no material adverse change has
occurred in the financial condition of Guarantor since the date of the
financial statements; and (f) Guarantor has established adequate means of
obtaining from Borrower on a continuing basis information regarding
Borrower's financial condition. Guarantor agrees to keep adequately
informed from such means of any facts, events, or circumstances which
might in any way affect Guarantor's risks under this Guaranty, and
Guarantor further agrees that, absent a request for information, Lender
shall have no obligation to disclose to Guarantor any information or
documents acquired by Lender in the course of its relationship with
Borrower.
GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor
waives any right to require Lender (a) to continue lending money or to
extend other credit to Borrower; (b) to make any presentment, protest,
demand, or notice of any kind, including notice of any nonpayment of the
Indebtedness or of any nonpayment related to any collateral, or notice of
any action or nonaction on the part of Borrower, Lender, any surety,
endorser, or other guarantor in connection with the Indebtedness or in
connection with the creation of new or additional loans or obligations;
(c) to resort for payment or to proceed directly or at once against any
person, including Borrower or any other guarantor; (d) to proceed
directly against or exhaust any collateral held by Lender from Borrower,
any other guarantor, or any other person; (e) to give notice of the
terms, time, and place of any public or private sale of personal property
security held by Lender from Borrower or to comply with any other
applicable provisions of the Uniform Commercial Code; (f) to pursue any
other remedy within Lender's power; or (g) to commit any act or omission
of any kind, or at any time, with respect to any matter whatsoever.
If now or hereafter (a) Borrower shall be or become insolvent, and (b)
the Indebtedness shall not at all times until paid be fully secured by
collateral pledged by Borrower, Guarantor hereby forever waives and
relinquishes in favor of Lender and Borrower, and their respective
successors, any claim or right to payment Guarantor may now have or
hereafter have or acquire against Borrower, by subrogation or otherwise,
so that at no time shall Guarantor be or become a "creditor" of Borrower
within the meaning of 11 U.S.C. section 547(b), or any successor
provision of the Federal bankruptcy laws.
Guarantor waives all rights of Guarantor under Chapter 34 of the Texas
Business and Commerce Code. Guarantor also waives any and all rights or
defenses arising by reason of (a) any "one action" or "anti-deficiency"
law or any other law which may prevent Lender from bringing any action,
including a claim for deficiency, against Guarantor, before or after
Lender's commencement or completion of any foreclosure action, either
judicially or by exercise of a power of sale; (b) any election of
remedies by Lender which destroys or otherwise adversely affects
Guarantor's subrogation rights or Guarantor's rights to proceed against
Borrower for reimbursement, including without limitation, any loss of
rights Guarantor may suffer by reason of any law limiting, qualifying, or
discharging the Indebtedness; (c) any disability or other defense of
Borrower, of any other guarantor, or of any other person, or by reason of
the cessation of Borrower's liability from any cause whatsoever, other
than payment in full in legal tender, of the Indebtedness; (d) any right
to claim discharge of the Indebtedness on the basis of unjustified
impairment of any collateral for the Indebtedness; (e) any statute of
limitations, if at any time any action or suit brought by Lender against
Guarantor is commenced there is outstanding Indebtedness of Borrower to
Lender which is not barred by any applicable statute of limitations; or
(f) any defenses given to guarantors at law or in equity other than
actual payment and performance of the Indebtedness. If payment is made
by Borrower, whether voluntarily or otherwise, or by any third party, on
the Indebtedness and thereafter Lender is forced to remit the amount of
that payment to Borrower's trustee in bankruptcy or to any similar person
under any federal or state bankruptcy law or law for the relief of
debtors, the Indebtedness shall be considered unpaid for the purpose of
enforcement of this Guaranty.
Guaranty further waives and agrees not to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of
setoff, counterclaim, counter demand, recoupment or similar right,
whether such claim, demand or right may be asserted by the Borrower, the
Guarantor, or both.
GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants
and agrees that each of the waivers set forth above is made with
Guarantor's full knowledge of its significance and consequences and that,
under the circumstances, the waivers are reasonable and not contrary to
public policy or law. If any such waiver is determined to be contrary to
any applicable law or public policy, such waiver shall be effective only
to the extent permitted by law or public policy.
LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of
setoff against the moneys, securities or other property of Guarantor
given to Lender by law, Lender shall have, with respect to Guarantor's
obligations to Lender under this Guaranty and to the extent permitted by
law, a contractual possessory security interest in and a right of setoff
against, and Guarantor hereby assigns, conveys, delivers, pledges, and
transfers to Lender all of Guarantor's right, title and interest in and
to, all deposits, moneys, securities and other property of Guarantor now
or hereafter in the possession of or on deposit with Lender, whether held
in a general or special account or deposit, whether held jointly with
someone else, or whether held for safekeeping or otherwise, excluding
however all IRA, Keogh, and trust accounts. Every such security interest
and right of setoff may be exercised without demand upon or notice to
Guarantor. No security interest or right of setoff shall be deemed to
have been waived by any act or conduct on the part of Lender or by any
neglect to exercise such right of setoff or to enforce such security
interest or by any delay in so doing. Every right of setoff and security
interest shall continue in full force and effect until such right of
setoff or security interest is specifically waived or released by an
instrument in writing executed by Lender.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that
the Indebtedness of Borrower to Lender, whether now existing or hereafter
created, shall be prior to any claim that Guarantor may now have or
hereafter acquire against Borrower, whether or not Borrower becomes
insolvent. Guarantor hereby expressly subordinates any claim Guarantor
may have against Borrower, upon any account whatsoever, to any claim that
Lender may now or hereafter have against Borrower. In the event of
insolvency and consequent liquidation of the assets of Borrower, through
bankruptcy, by an assignment for the benefit of creditors, by voluntary
liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to
Lender and shall be first applied by Lender to the Indebtedness of
Borrower to Lender. Guarantor does hereby assign to Lender all claims
which it may have or acquire against Borrower or against any assignee or
trustee in bankruptcy of Borrower; provided however, that such assignment
shall be effective only for the purpose of assuring to Lender full
payment in legal tender of the Indebtedness. If Lender so requests, any
notes or credit agreements now or hereafter evidencing any debts or
obligations of Borrower to Guarantor shall be marked with a legend that
the same are subject to this Guaranty and shall be delivered to Lender.
Guarantor agrees, and Lender hereby is authorized, in the name of
Guarantor, from time to time to execute and file financing statements and
continuation statements and to execute such other documents and to take
such other actions as Lender deems necessary or appropriate to perfect,
preserve and enforce its rights under this Guaranty.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a
part of this Guaranty:
Amendments. This Guaranty, together with any Related Documents,
constitutes the entire understanding and agreement of the parties as to
the matters set forth in this Guaranty. No alteration of or amendment to
this Guaranty shall be effective unless given in writing and signed by
the party or parties sought to be charged or bound by the alteration or
amendment.
Applicable Law. This Guaranty has been delivered to Lender and
accepted by Lender in the State of Texas. If there is a lawsuit, and if
the transaction evidenced by this Guaranty occurred in Harris County,
Guarantor agrees upon Lender's request to submit to the jurisdiction of
the courts of Harris County, State of Texas. This Guaranty shall be
governed by and construed in accordance with the laws of the State of
Texas and applicable Federal laws.
Attorneys' Fees. In addition to the amount of this Guaranty set
forth above, Lender may hire an attorney to help enforce this Guaranty if
Guarantor does not pay, and Guarantor will pay all of Lender's attorneys'
fees assessed by the court. Guarantor also will pay Lender all other
amounts actually incurred by Lender as court costs, lawful fees for
filing, recording, or releasing to any public office any instrument
securing this Guaranty; the reasonable cost actually expended for
repossessing, storing, preparing for sale, and selling any security; and
fees for noting a lien on or transferring a certificate of title to any
motor vehicle offered as security for this Guaranty.
Notices. All notices required to be given by either party to the
other under this Guaranty shall be in writing and shall be effective when
actually delivered or when deposited with a nationally recognized
overnight courier, or when deposited in the United States mail, first
class postage prepaid, addressed to the party to whom the notice is to be
given at the address shown above or to such other addresses as either
party may designate to the other in writing. If there is more than one
Guarantor, notice to any Guarantor will constitute notice to all
Guarantors. For notice purposes, Guarantor agrees to keep Lender
informed at all times of Guarantor's current address.
Interpretation. In all cases where there is more than one Borrower
or Guarantor, then all words used in this Guaranty in the singular shall
be deemed to have been used in the plural where the context and
construction so require; and where there is more than one Borrower named
in this Guaranty or when this Guaranty is executed by more than one
Guarantor, the words "Borrower" and "Guarantor" respectively shall mean
all and any one or more of them. The words "Guarantor," "Borrower," and
"Lender" include the heirs, successors, assigns, and transferees of each
of them. Caption headings in this Guaranty are for convenience purposes
only and are not to be used to interpret or define the provisions of this
Guaranty. If a court of competent jurisdiction finds any provision of
this Guaranty to be invalid or unenforceable as to any person or
circumstance, such finding shall not render that provision invalid or
unenforceable as to any other persons or circumstances, and all
provisions of this Guaranty in all other respects shall remain valid and
enforceable. If any one or more of Borrower or Guarantor are
corporations or partnerships, it is not necessary for Lender to inquire
into the powers of Borrower or Guarantor or of the officers, directors,
partners, or agents acting or purporting to act on their behalf, and any
Indebtedness made or created in reliance upon the professed exercise of
such powers shall be guaranteed under this Guaranty.
Waiver. Lender shall not be deemed to have waived any rights under
this Guaranty unless such waiver is given in writing and signed by
Lender. No delay or omission on the part of Lender in exercising any
right shall operate as a waiver of such right or any other right. A
waiver by Lender of a provision of this Guaranty shall not prejudice or
constitute a waiver of Lender's right otherwise to demand strict
compliance with that provision or any other provision of this Guaranty.
No prior waiver by Lender, nor any course of dealing between Lender and
Guarantor, shall constitute a waiver of any of Lender's rights or of any
of Guarantor's obligations as to any future transactions. Whenever the
consent of Lender is required under this Guaranty, the granting of such
consent by Lender in any instance shall not constitute continuing consent
to subsequent instances where such consent is required and in all cases
such consent may be granted or withheld in the sole discretion of Lender.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. *Except to an affiliate or
to another assignee or transferee which agrees to become substitute
Guarantor of this Guaranty and to assume all of the obligations of
Guarantor set forth in this Guaranty. **It is recognized that Guarantor
is a corporation with securities traded on a national securities exchange
and, as such, is governed by the Securities Exchange Act of 1934 as
amended (the "Act"). It is agreed that financial information as filed by
the Guarantor pursuant to the Act is deemed to be (i) adequate
information and (ii) in a form acceptable to Lender for the purposes of
this provision.
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF
THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR
UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION
AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL
CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED
"DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO
MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED JANUARY 28, 1994.
GUARANTOR:
MAXXAM, INC.
By:/s/ Charles Hurwitz
CHARLES HURWITZ
PRESIDENT AND CHIEF EXECUTIVE OFFICER
January 28, 1994
Charter National Bank-Houston
P. O. Box 4525
Houston, Texas 772104525
RE: Collateral assignment of certain contract rights.
Gentlemen:
Concurrently with the execution of this letter agreement, Charter
National Bank-Houston (the "Bank") has extended by renewal a personal
line of credit (the "Line of Credit") to Anthony R. Pierno ("Pierno")
in the principal amount of $150,000.00 pursuant to that certain
promissory note of even date herewith (the "Note" which term as used
herein shall include any and all renewals, extensions and
modifications of the Note, if any). To secure payment of the Note, and
any and all indebtedness, obligations liabilities Pierno arising in
connection therewith, Pierno has granted, assigned and conveyed to the
Bank a first lien and security interest in and to any bonus or similar
payments which are to be paid to Pierno (the "Bonus") by MAXXAM, Inc.
("MAXXAM") at any time there is any indebtedness outstanding on the
Note pursuant to that certain Employment Agreement dated May 23, 1990,
by and between MAXXAM and Pierno (the "Employment Agreement" a copy of
which is attached hereto as Exhibit A). The Bank's first lien and
security interest in the Bonus shall include any bonus and/or
severance payments (as defined herein below) that may be made to
Pierno in the event of termination of Pierno's employment in
accordance with Section 8 of the Employment Agreement. If Pierno's
employment is terminated, Pierno agrees that if any bonus and/or
severance payments to which he may be entitled under the Employment
Agreement are less than the Payoff Amount, the entire amount of such
payments shall be paid to the Bank in partial satisfaction of the
Note.
MAXXAM hereby acknowledges that the Bank has been granted a first
lien and security interest in and to the Bonus. Prior to payment of
the Bonus to Pierno, MAXXAM shall contact the Bank to determine the
amount necessary to satisfy and discharge the Note in full (the
"Payoff Amount"). In accordance with the Bank's instructions, Pierno
hereby authorizes and instructs MAXXAM, and MAXXAM agrees, to deduct
the Payoff Amount from the Bonus and to remit such Payoff Amount in
immediately available funds directly to the Bank. The payment may be
accomplished in such other manner as may be mutually agreeable between
Pierno and the Bank, for example, by MAXXAM making a direct deposit of
the full bonus amount to Pierno's account with the Bank when assured
by the Bank that Bank holds Pierno's check or other instrument
satisfactory to the Bank drawn against the account in the Payoff
Amount. Upon payment of the Payoff Amount and discharge of the Note,
the Line of Credit shall terminate and the Note shall be returned to
Pierno marked "Paid in Full."
Pierno and MAXXAM jointly and severally represent and warrant to
the Bank that, as of the date hereof, (i) the base salary payable to
Pierno under the Employment Agreement for the calendar year of 1994 is
$331,511,00; (ii) the total directorship fees, if any, to paid to
Pierno for calendar year of 1994 do not exceed $75,000.00; (iii) to
the best of our knowledge, there is no event that warrants, or the
passage of the time will warrant, termination of Pierno's employment;
and (iv) there has been no amendment or modification, either oral or
written, to the terms and provisions of the Employment Agreement.
This letter agreement shall be and remain in full force and
effect until all of Pierno's obligations under the Note and all
documents have been satisfied.
Anthony R. Pierno
MAXXAM Inc.
By:
Name: Charles E. Hurwitz
Title: Chairman of the Board,
President and
Chief Executive Officer
AGREED TO AND ACCEPTED
this ____ day of January, 1994
CHARTER NATIONAL BANK-HOUSTON
By:___________
Name:_________
Title:________
NOTICE OF FINAL AGREEMENT
Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials
$150,000.00 01-28-1994 01-28-1995 54656-003 62 24 SSJ15
ReferencesintheshadedareaareforLender'suseonlyanddonotlimittheapplicabilityofthisdocumenttoanyparticular
loan or item.
Borrower: Anthony R.Pierno Lender: Charter National Bank-Houston (SSN: ###-##-####)
5374 Tilbury Drive P.O. Box 4525
Houston, TX 77056 Houston, TX 77210
THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
As used in this Notice, the following terms have the following
meanings:
Loan: The term "Loan" means the following described loan: a
Chapter 4 non-precomputed Variable Rate (2.000% over Charter National
Bank - Houston Base, with an interest rate ceiling of 18.000%, making an
initial rate of 9.250%), Nondisclosable Revolving Line of Credit Loan to
an individual for $150,000.00 due on January 28, 1995. This is a secured
renewal of the following described indebtedness: PROMISSORY NOTE DATED
JANUARY 28, 1993 IN THE PRINCIPAL AMOUNT OF $150,000.00 EXECUTED BY
ANTHONY R. PIERNO PAYABLE TO THE ORDER OF CHARTER NATIONAL BANK HOUSTON.
Parties. The term "Parties" means Charter National Bank-Houston
and any and all entities or individuals who are obligated to repay the
loan or have pledged property as security for the Loan, including without
limitation the following:
Borrower: Anthony R. Pierno
Guarantor: MAXXAM Inc.
Loan Agreement. The term "Loan Agreement" means one or more
promises, promissory notes, agreements, undertakings, security
agreements, deeds of trust or other documents, or commitments, or any
combination of those actions or documents, relating to the Loan,
including without limitation the following:
Corporate Res. to Guarantee/Grant Coll.
Promissory Note / Change in Terms Agr.
Commercial Guaranty
Security Agreement
Assignment of Life Insurance
UCC - 1
Disbursement Request and Authorization
Notice of Final Agreement
Insurance Policy Verification
This Notice of Final Agreement is given by Charter National Bank-Houston
pursuant to Section 26.02 of the Texas Business and Commerce
Code. Each Party who signs below, other than Charter National Bank-
Houston, acknowledges, represents, and warrants to Charter National
Bank-Houston that it has received, read and understood this Notice of
Final Agreement. This Notice is dated January 28, 1994.
BORROWER:
Anthony R. Pierno
GUARANTOR:
MAXXAM, INC.
By:________
CHARLES HURWITZ, PRESIDENT AND CHIEF EXECUTIVE OFFICER
LENDER:
Charter National Bank-Houston
By:________
Authorized Officer