-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JgZajlQAEODoXqOYkmlroWdvOF/2m/O9Z9cxO5U4W5gmQHe/oFO8qu4ocoPgCNTK gB3Cnz+OqOcCsSblMPKmXg== 0000930661-97-001119.txt : 19970502 0000930661-97-001119.hdr.sgml : 19970502 ACCESSION NUMBER: 0000930661-97-001119 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970501 SROS: NASD GROUP MEMBERS: CHARLES J. WYLY, JR. GROUP MEMBERS: MAVERICK ENTREPRENEURS FUND, LTD. GROUP MEMBERS: SAM WYLY GROUP MEMBERS: WYLY SAMUEL EVANS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICHAELS STORES INC CENTRAL INDEX KEY: 0000740670 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOBBY, TOY & GAME SHOPS [5945] IRS NUMBER: 751943604 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35305 FILM NUMBER: 97593610 BUSINESS ADDRESS: STREET 1: 8000 BENT BRANCH DR STREET 2: PO BOX 619566 CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 2147147000 MAIL ADDRESS: STREET 1: PO BOX 619566 CITY: DFW STATE: TX ZIP: 75261 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYLY SAMUEL EVANS CENTRAL INDEX KEY: 0000909761 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8080 N CENTRAL EXPRESSWAY STREET 2: LB 31 CITY: DALLAS STATE: TX ZIP: 75206 FORMER COMPANY: FORMER CONFORMED NAME: WYLY SAM DATE OF NAME CHANGE: 19930726 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 27) Michaels Stores, Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 594087-10-8 (CUSIP Number) Robert L. Estep Jones, Day, Reavis & Pogue 2300 Trammell Crow Center 2001 Ross Avenue Dallas, Texas 75201 (214) 220-3939 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 30, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. (Continued on following pages) (Page 1 of 19 Pages) CUSIP NO.594087 13D/A Page 2 of 19 Pages ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sam Wyly ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* BK, OO, WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,616,069 OWNED BY ------------------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 315,836 ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 2,249,402 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 315,836 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,565,238 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ================================================================================ CUSIP NO.594087-10-8 13D/A Page 3 of 19 Pages ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles J. Wyly, Jr. ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* BK, OO, WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,597,233 OWNED BY ------------------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 300,374 ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 1,864,650 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 300,374 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,165,024 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ================================================================================ CUSIP NO.594087-10-8 13D/A Page 4 of 19 Pages ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Maverick Entrepreneurs Fund, Ltd. 75-2319145 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* BK, OO, WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 300,000 OWNED BY ------------------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 0 ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 300,000 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ================================================================================ CUSIP NO.594087-10-8 13D/A Page 5 of 19 Pages This Schedule 13D/A Amendment No. 27 hereby amends and restates in its entirety the Schedule 13D, filed jointly by Sam Wyly, Charles J. Wyly, Jr. and Maverick Entrepreneurs Fund, Ltd. ("Maverick Entrepreneurs" and collectively with Sam Wyly and Charles J. Wyly, Jr., the "Reporting Persons") with respect to the securities of Michaels Stores, Inc. (the "Company"). Item 1. Security and Issuer. ------------------- This statement relates to the ownership of common stock, par value $.10 per share ("Common Stock"), of Michaels Stores, Inc., a Delaware corporation. The Company's principal executive offices are located at 8000 Bent Branch Drive, Irving, Texas 75063. Item 2. Identity and Background. ----------------------- This Statement is being filed by Mr. Sam Wyly, Mr. Charles J. Wyly, Jr. and Maverick Entrepreneurs. Maverick Entrepreneurs is a Texas limited partnership of which Mr. Sam Wyly and Mr. Charles J. Wyly, Jr. are the sole general partners. The principal business and office address for each of the Reporting Persons is 300 Crescent Court, Suite 1000, Dallas, Texas 75201. Sam Wyly is principally employed as Chairman of the Board of Directors of each of Sterling Software, Inc. and the Company. Charles Wyly is principally employed as Vice Chairman of the Board of Directors of each of Sterling Software, Inc. and the Company. No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body resulting in subjection to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Sam Wyly and Charles J. Wyly, Jr. is each a citizen of the United States. Maverick Enterpreneurs is a Texas limited partnership. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- The source of funds to hold a portion of the shares of Common Stock is borrowings under revolving lines of credit maintained with NationsBank of Texas, N.A. ("NationsBank") by each of (i) the trusts described in Item 5 for which Sam Wyly is trustee (the "Sam Wyly Trusts") and Tallulah, Ltd., (ii) the trusts described in Item 5 for which Charles J. Wyly, Jr. is trustee (the "Charles Wyly Trusts") and Brush Creek, Ltd., and (iii) Maverick Entrepreneurs. See Item 6 below. The source of funds to hold a portion of the shares of Common Stock beneficially owned by the Reporting Persons is borrowings under loan agreements between Lehman Brothers Finance S.A. ("Lehman") and each of (i) the Charles Wyly Trusts and Brush Creek, Ltd., and (ii) the Sam Wyly Trusts, Tallulah Ltd. and Maverick Entrepreneurs. See Item 6 below. The options described in Item 5 as held by Sam Wyly and Charles J. Wyly, Jr. were granted under stock option plans of the Company. Item 4. Purpose of Transaction. ---------------------- The shares of Common Stock acquired by the Reporting Persons were acquired for investment. Depending upon market conditions and other factors that they deem material to an investment decision, any Reporting Person may purchase additional shares of Common Stock from time to time or may dispose of all or a portion of the shares of Common Stock they now beneficially own or may hereafter acquire. Except as set forth in this Item 4, none of the Reporting Persons has any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a)-(c) Mr. Sam Wyly beneficially owns 2,565,238 shares, or approximately 9.7% of the outstanding Common Stock. Sam Wyly beneficially owns (i) 633,333 of such shares by virtue of this ownership of options to purchase Common Stock, (ii) 1,074,536 of such shares as the sole general partner of Tallulah, Ltd., (iii) 300,000 of such shares as a general partner of Maverick Entrepreneurs, (iv) 15,836 of such shares by virtue of his holding a power of attorney to vote the shares of two adult children, and (v) an aggregate of 541,533 of such shares as the sole trustee of the Sam Wyly Trusts listed below:
Number of Shares Name of Trust Beneficially Owned ------------- ------------------ 1. The Christiana Parker Wyly Trust 82,393 2. The Andrew David Sparrow Wyly Trust 82,393 3. The Laurie L. Wyly Revocable Trust 123,943 4. The Lisa Wyly Revocable Trust 123,943 5. The Kelly Wyly Elliot Trust 128,861
CUSIP NO.594087-10-8 13D/A Page 6 of 19 Pages Sam Wyly possesses sole voting power with respect to 1,616,069 shares of Common Stock, sole dispositive power with respect to 2,249,402 shares of Common Stock and shared voting and dispositive power with respect to 315,836 shares of Common Stock held by Maverick Entrepreneurs. Charles J. Wyly, Jr. beneficially owns 2,165,024 shares, or approximately 8.3% of the outstanding Common Stock. Charles J. Wyly, Jr. beneficially owns (i) 267,417 of such shares by virtue of his ownership of options to purchase Common Stock, (ii) 755,000 of such shares as the sole general partner of Brush Creek, Ltd., (iii) 300,000 of such shares as a general partner of Maverick Entrepreneurs, (iv) 374 of such shares by virtue of his holding a power of attorney to vote the shares of two adult children, and (v) an aggregate of 842,233 of such shares as trustee of the Charles Wyly Trusts listed below:
Number of Shares Name of Trust Beneficially Owned ------------------------------------ ------------------ 1. The Martha Caroline Wyly Trust 170,000 2. The Charles J. Wyly, III Trust 224,247 3. The Emily Ann Wyly Trust 224,146 4. The Jennifer Lynn Wyly Trust 223,840
Charles J. Wyly, Jr. possesses sole voting power with respect to 1,597,233 shares of Common Stock, sole dispositive power with respect to 1,864,650 shares of Common Stock and shared voting and dispositive power with respect to 300,374 shares of Common Stock held by Maverick Entrepreneurs. Maverick Entrepreneurs beneficially owns and possesses sole voting and dispositive power with respect to 300,000 shares, or approximately 1.3% of the outstanding Common Stock. The Reporting Persons as a group beneficially own an aggregate of 4,430,262 shares of Common Stock, or approximately 16.6% of the outstanding Common Stock. The Reporting Persons as a group have sole voting power with respect to 3,513,302 shares of Common Stock and sole dispositive power with respect to 4,414,052 shares of Common Stock. No transactions in the Common Stock were effected by the Reporting Persons during the last 60 days or since the most recent filing on Schedule 13D, whichever is less. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock deemed to be beneficially owned by the Reporting Persons. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with respect --------------------------------------------------------------------- to Securities of the Issuer. --------------------------- On February 23, 1995, each of (i) the Charles Wyly Trusts and Brush Creek, Ltd., and (ii) the Sam Wyly Trusts, Tallulah, Ltd. and Maverick Entrepreneurs (collectively, the "Borrowers") entered into a loan agreement with Lehman providing for loans to the Borrowers from time to time (the "Loan Agreements"). In connection with the Loan Agreements, the Borrowers entered into various security documents provided for in the Loan Agreements (the "Security Documents"). Included in the Security Documents are documents that provide, in general, that: (i) with respect to an aggregate of 1,771,163 shares of Common Stock (770,000 shares of which are beneficially owned by Mr. Sam Wyly, 801,163 shares of which are beneficially owned by Mr. Charles J. Wyly, Jr., and 200,000 shares of which are beneficially owned by each of the Reporting Persons), if the market price of such shares on or before February 23, 1998, is less than $28.5574, then Lehman, upon the request of the Borrowers, will pay to the Borrowers the difference between the market price and such specified amount at the time of such request, and if the market price on February 23, 1998, is greater than $48.2302, the Borrowers will, on that date, pay to Lehman the difference between such market price and such specified amount; and (ii) the Borrowers are required to pledge such rights and an aggregate of 1,771,163 shares to secure their obligations under the Security Documents. Each of (i) the Sam Wyly Trusts and Tallulah, Ltd., (ii) the Charles Wyly Trusts and Brush Creek, Ltd., and (iii) Maverick Entrepreneurs maintains separate revolving lines of credit with NationsBank (collectively, the "NationsBank Credit Facilities"). The obligations of each borrower to repay advances made under its NationsBank Credit Facilities are several, full-recourse obligations that are secured by the pledge of shares of Common Stock beneficially owned by the Reporting Persons as well as other securities. Each advance under a NationsBank Credit Facility bears interest at NationsBank's prime rate or at a floating rate, as elected by the borrower. Sam Wyly and Charles J. Wyly, Jr. have each guaranteed the obligations of Maverick Entrepreneurs under its NationsBank Credit Facility. The NationsBank Credit Facilities will mature on November 22, 1998. The foregoing descriptions of the agreements relating to the Loan Agreements, the Security Documents and the NationsBank Credit Facilities are qualified in their entirety by reference to such agreements, copies of which have been filed as exhibits to this Schedule 13D and are incorporated herein by reference. CUSPID NO. 594087-10-8 13D/A Page 7 of 19 Pages
Item 7. Material to be Filed as Exhibits. -------------------------------- Exhibit 1.* Agreement pursuant to Rule 13d-1(f)(1)(iii). Exhibit 2.1 Form of Loan Agreement dated as of February 23, 1995 between Lehman Brothers Finance S.A., and the Charles Wyly Trusts and Brush Creek, Ltd. (Previously filed as Exhibit 2.1 to Amendment No. 23 to this Schedule 13D.) Exhibit 2.2 Form of Loan Agreement, dated as of February 23, 1995, between Lehman Brothers Finance S.A., and the Sam Wyly Trusts, Tallulah Ltd. and Maverick Entrepreneurs. (Previously filed as Exhibit 2.2 to Amendment No. 23 to this Schedule 13D.) Exhibit 3.1 Form of Option Transaction Confirmation, dated as of February 23, 1995, by Lehman Brothers Finance S.A. to the Counterparties set forth on Exhibit A thereto. (Previously filed as Exhibit 3.1 to Amendment No. 23 to this Schedule 13D.) Exhibit 3.2 Form of Option Transaction Confirmation, dated as of February 23, 1995, by Lehman Brothers Finance S.A. to the Counterparties set forth on Exhibit A thereto. (Previously filed as Exhibit 3.2 to Amendment No. 23 to this Schedule 13D.) Exhibit 3.3 Form of Option Transaction Confirmation, dated as of February 23, 1995, by Lehman Brothers Finance S.A. to the Counterparties set forth on Exhibit A thereto. (Previously filed as Exhibit 3.3 to Amendment No. 23 to this Schedule 13D.) Exhibit 3.4 Form of Option Transaction Confirmation, dated as of February 23, 1995, by Lehman Brothers Finance S.A. to the Counterparties set forth on Exhibit A thereto. (Previously filed as Exhibit 3.4 to Amendment No. 23 to this Schedule 13D.) Exhibit 4.1 Form of Pledge Agreement, dated as of February 23, 1995, between Lehman Brothers Finance S.A. and the Counterparties set forth on Exhibit A thereto. (Previously filed as Exhibit 4.1 to Amendment No. 23 to this Schedule 13D.) Exhibit 4.2 Form of Pledge Agreement, dated as of February 23, 1995, between Lehman Brothers Finance S.A. and the Counterparties set forth on Exhibit A thereto. (Previously filed as Exhibit 4.2 to Amendment No. 23 to this Schedule 13D.) Exhibit 5. Form of Guarantee Agreement. (Previously filed as Exhibit 5.1 to Amendment No. 23 to this Schedule 13D.) Exhibit 6.* Form of Amended and Restated Loan Agreement, dated November 22, 1996, among NationsBank and each of (i) the Sam Wyly Trusts and Tallulah, Ltd.; (ii) the Charles Wyly Trusts and Brush Creek Limited; and (iii) Maverick Entrepreneurs Fund, Ltd. (Previously filed as Exhibit 2 to Amendment No. 26 to this Schedule 13D.) Exhibit 7. Form of Pledge Agreement, dated November 22, 1994, between NationsBank and each of (i) Tallulah, Ltd.; (ii) the Sam Wyly Trusts; (iii) Brush Creek, Ltd.; (iv) the Charles Wyly Trusts; and (v) Maverick Entrepreneurs Fund, Ltd. (Previously filed as Exhibit 3 to Amendment No. 26 to this Schedule 13D.) Exhibit 8. Form of Collateral Maintenance Agreement, dated November 22, 1994, between NationsBank and each of (i) Tallulah, Ltd.; (ii) the Sam Wyly Trusts; (iii) Brush Creek, Ltd.; (iv) the Charles Wyly Trusts; and (v) Maverick Entrepreneurs Fund, Ltd. (Previously filed as Exhibit 4 to Amendment No. 26 to this Schedule 13D.) Exhibit 9. Guaranty, executed as of November 22, 1994, by Tallulah, Ltd., the Sam Wyly Trusts, Brush Creek, Ltd., the Charles Wyly Trusts, and Even Wyly, in favor of NationsBank. (Previously filed as Exhibit 5 to Amendment No. 26 to this Schedule 13D.)
- --------------------------- * Filed herewith. CUSIP NO. 594087-10-8 13D/A Page 8 of 19 Pages SIGNATURES After reasonable inquiry, and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: April 30, 1997 /s/ SAM WYLY ------------------------------------------ Sam Wyly /s/ CHARLES J. WYLY, JR. ------------------------------------------ Charles J. Wyly, Jr. MAVERICK ENTREPRENEURS FUND, LTD. By: /s/ SAM WYLY -------------------------------------- Sam Wyly General Partner By: /s/ CHARLES J. WYLY, JR. -------------------------------------- Charles J. Wyly, Jr. General Partner
CUSIP NO. 594087-10-8 13D/A Page 9 of 19 Pages EXHIBIT INDEX
Exhibit No. - ----------- 1.* Agreement pursuant to Rule 13d-1(f)(1)(iii). 2.1 Form of Loan Agreement dated as of February 23, 1995 between Lehman Brothers Finance S.A., and The Charles Wyly Trusts and Brush Creek, Ltd. (Previously filed as Exhibit 2.1 to Amendment No. 23 to this Schedule 13D.) 2.2 Form of Loan Agreement, dated as of February 23, 1995, between Lehman Brothers Finance S.A., and The Sam Wyly Trusts, Tallulah Ltd. and Maverick Entrepreneurs. (Previously filed as Exhibit 2.2 to Amendment No. 23 to this Schedule 13D.) 3.1 Form of Option Transaction Confirmation, dated as of February 23, 1995, by Lehman Brothers Finance S.A. to the Counterparties set forth on Exhibit A thereto. (Previously filed as Exhibit 3.1 to Amendment No. 23 to this Schedule 13D.) 3.2 Form of Option Transaction Confirmation, dated as of February 23, 1995, by Lehman Brothers Finance S.A. to the Counterparties set forth on Exhibit A thereto. (Previously filed as Exhibit 3.2 to Amendment No. 23 to this Schedule 13D.) 3.3 Form of Option Transaction Confirmation, dated as of February 23, 1995, by Lehman Brothers Finance S.A. to the Counterparties set forth on Exhibit A thereto. (Previously filed as Exhibit 3.3 to Amendment No. 23 to this Schedule 13D.) 3.4 Form of Option Transaction Confirmation, dated as of February 23, 1995, by Lehman Brothers Finance S.A. to the Counterparties set forth on Exhibit A thereto. (Previously filed as Exhibit 3.4 to Amendment No. 23 to this Schedule 13D.) 4.1 Form of Pledge Agreement, dated as of February 23, 1995, between Lehman Brothers Finance S.A. and the Counterparties set forth on Exhibit A thereto. (Previously filed as Exhibit 4.1 to Amendment No. 23 to this Schedule 13D.) 4.2 Form of Pledge Agreement, dated as of February 23, 1995, between Lehman Brothers Finance S.A. and the Counterparties set forth on Exhibit A thereto. (Previously filed as Exhibit 4.2 to Amendment No. 23 to this Schedule 13D.) 5. Form of Guarantee Agreement. (Previously filed as Exhibit 5.1 to Amendment No. 23 to this Schedule 13D.) 6.* Form of Amended and Restated Loan Agreement, dated November 22, 1996, among NationsBank and each of (i) the Sam Wyly Trusts and Tallulah, Ltd.; (ii) the Charles Wyly Trusts and Brush Creek Limited; and (iii) Maverick Entrepreneurs Fund, Ltd. (Previously filed as Exhibit 2 to Amendment No. 26 to this Schedule 13D.) 7. Form of Pledge Agreement, dated November 22, 1994, between NationsBank and each of (i) Tallulah, Ltd.; (ii) the Sam Wyly Trusts; (iii) Brush Creek, Ltd.; (iv) the Charles Wyly Trusts; and (v) Maverick Entrepreneurs Fund, Ltd. (Previously filed as Exhibit 3 to Amendment No. 26 to this Schedule 13D.) 8. Form of Collateral Maintenance Agreement, dated November 22, 1994, between NationsBank and each of (i) Tallulah, Ltd.; (ii) the Sam Wyly Trusts; (iii) Brush Creek, Ltd.; (iv) the Charles Wyly Trusts; and (v) Maverick Entrepreneurs Fund, Ltd. (Previously filed as Exhibit 4 to Amendment No. 26 to this Schedule 13D.) 9. Guaranty, executed as of November 22, 1994, by Tallulah, Ltd., the Sam Wyly Trusts, Brush Creek, Ltd., the Charles Wyly Trusts, and Even Wyly, in favor of NationsBank. (Previously filed as Exhibit 5 to Amendment No. 26 to this Schedule 13D.)
- ---------------------------- * Filed herewith. EX-1 2 AGREEMENT PURSUANT CUSIP NO. 594087-10-8 13/D/A Page 10 of 19 Pages EXHIBIT 1 Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of each of them. Date: April 30, 1997 /s/ SAM WYLY ---------------------------------------- Sam Wyly /s/ CHARLES J. WYLY, JR. ---------------------------------------- Charles J. Wyly, Jr. MAVERICK ENTREPRENEURS FUND, LTD. By: /s/ SAM WYLY ----------------------------------- Sam Wyly General Partner By: /s/ CHARLES J. WYLY, JR. ----------- ------------------------ Charles J. Wyly, Jr. General Partner EX-6 3 AMENDED AND RESTATED LOAN AGREEMENT EXHIBIT 6 --------- NationsBank Form of Amended and Restated Loan Agreement ================================================================================ Date November 22, 1996 Between - -------------------------------------------------------------------------------- Borrowers: Bank: _______________________________________ NationsBank of Texas, N.A. _______________________________________ 901 Main Street _______________________________________ 19th Floor _______________________________________ Dallas, Texas 75202 _______________________________________ _______________________________________ _______________________________________ _______________________________________ 8080 N. Central Expressway Suite 1300 Dallas, Texas 75206 - -------------------------------------------------------------------------------- This Amended and Restated Loan Agreement ("Agreement") is made on the above date by and between Borrowers and Bank. 1. THE LOAN. A. Bank agrees to lend and each Borrower severally agrees to borrow an amount not to exceed the amount set forth next to each such Borrower's name on Schedule I attached hereto (individually, a "Loan" and collectively, the "Loans") on the terms and conditions set forth herein and subject to the other limitations set forth herein and in the other Loan Documents (as defined herein). Each Loan will be evidenced by a Promissory Note in the form of Exhibit A attached hereto executed by the applicable Borrower, or any renewal thereof, with interest and principal payable as stated therein (the "Notes"). The loans are renewals and restatements of (and not novations of) those certain loans from Bank to Borrower, as evidenced by the Loan Agreement dated November 22, 1994 between Borrowers and Bank. B. Each Loan provides for a revolving line of credit under which a Borrower may from time to time borrow, repay and reborrow funds; provided, however, the aggregate amount of funds under any particular Loan that may be outstanding at any time shall in all events be subject to the limitations set forth on Schedule I and in the applicable Note and Collateral Maintenance Agreement (as defined herein). The Loans shall mature on November 22, 1998, unless sooner accelerated in accordance with the terms hereof. C. Bank and Borrowers acknowledge and agree that each Borrower's individual liability hereunder shall be limited to the amount set forth on Schedule I hereto, plus interest accrued thereon, plus any fees and expenses owing hereunder. 2. SECURITY. Each Loan is to be secured by a pledge of certain securities pursuant to a Pledge Agreement (the "Pledge Agreement") and a Collateral Maintenance Agreement (the "Collateral Maintenance Agreement"), each Agreement dated November 22, 1994 between a Borrower and Bank. -1- 3. REPRESENTATIONS AND WARRANTIES. Each Borrower represents and warrants as to itself to Bank as follows: A. Good Standing. Such Borrower (other than ____________________________) is a trust duly established and validly existing under the laws of the State of Texas and has all powers and permits, consents and authorizations necessary to own and operate its properties and to carry on its business as presently conducted. ______________ ("________") is a limited partnership duly organized and validly existing under the laws of the State of Texas and has all powers and permits, consents and authorizations necessary to own and operate its properties and to carry on its business as presently conducted. B. Trustee/General Partner. ________ is (i) the sole trustee ("Trustee") of such Borrower other than ____________ and (ii) the sole general partner ("General Partner") of ________. C. Authority and Compliance. The Trustee, on behalf of such Borrower other than ________, and _________ have full power and authority to enter into this Agreement, to make the borrowings hereunder, to execute and deliver the Notes and the other Loan Documents (as defined herein) to which such Borrower is or may be a party and to incur the obligations provided for herein, all of which have been duly authorized by all proper and necessary action on the part of such Borrower. No consent or approval of any public authority or person is required as a condition to the validity of this Agreement or the Notes or the performance hereunder, and Borrower is in compliance with all laws and regulatory requirements to which it is subject. D. Binding Agreement. This Agreement and the Notes constitute valid and legally binding obligations of Borrower, enforceable in accordance with their terms. E. Financial Statements. The books and records of Borrower properly reflect such Borrower's financial condition, and there has been no material change in such Borrower's financial condition as represented in the financial statements dated June 30, 1996 delivered to Bank. F. Litigation. There are no proceedings pending or, to the best knowledge of the Trustee, or _________, threatened before any court or administrative agency which will or may have a material adverse effect on the financial condition or operations of any such Borrower. G. No Conflicting Agreements. There are no provisions of Borrower's (other than _____________________) trust agreement or ________'s agreement of limited partnership and no provisions of any existing agreement, mortgage, indenture or contract binding on Borrower or affecting its respective property or business, which would conflict with or in any way prevent the execution, delivery or carrying out of the terms of this Agreement and the Notes. H. Taxes. All income taxes and other taxes due and payable by Borrower through the date of this Agreement have been paid prior to becoming delinquent. I. Use of Proceeds. The proceeds of the Loans will be used by Borrower to (i) refinance in part the indebtedness of Borrowers currently owing to The First Boston Corporation and (ii) invest in such securities as such Borrower deems reasonably prudent. Such Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying "margin stock" as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System; provided, however that proceeds of the Loans may also be used for the purpose of investing in other parties for the purpose of purchasing or carrying any such "margin stock," or for the purpose of reducing or retiring any indebtedness incurred for such purpose. Neither such Borrower, nor any person acting on behalf of Borrower, has taken or will take any action which might cause the Notes or this Agreement to violate Regulations G, T or U or any other regulation of the Board of Governors of the Federal Reserve -2- System or violate the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereafter be in effect. J. Continuation of Representations and Warranties. All representations and warranties made under this Agreement shall be deemed made at and as of the date hereof, and at and as of the date of any future advance under any Note. 4. CLOSING CONDITIONS A. Conditions to Initial Advance. The obligation of Bank to execute this Agreement and to make the initial advances hereunder shall be subject to the satisfaction of the following conditions precedent: 1) Loan Documents. Each of this Agreement, the Notes, and the reaffirmation of the Pledge Agreements and the Collateral Maintenance Agreements and such other ancillary documents and instruments in furtherance of the transaction contemplated herein as requested by Bank in connection with the Loans (the "Loan Documents") shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to Bank. 2) Necessary Action. All action (whether trust, partnership or otherwise) necessary for the valid execution, delivery and performance by each Borrower of this Agreement and the other Loan Documents to which it is a party shall have been duly and effectively taken, and evidence thereof satisfactory to Bank shall have been provided to Bank. 3) Validity of Liens. The Pledge Agreements shall be effective to create in favor of Bank a legal, valid and enforceable first priority security interest in and lien upon the collateral described therein. All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of Bank to protect and preserve such security interests shall have been duly effected. 4) Payment of Fees. Bank shall have received the commitment fees in the aggregate amount of $30,000, as contemplated by Section 6 below. B. Conditions to All Borrowings. The obligation of Bank to make any future advance under any Note shall be subject to the satisfaction of the following conditions precedent: 1) Representations and Warranties. The representations and warranties of Borrowers contained herein and in any other Loan Documents shall be true and correct as of the date of which they were made and shall also be true and correct at and as of the time of the advance with the same effect as if made at and as of that time (except to the extent such representations and warranties expressly relate to an earlier date) and Bank shall have received a certificate of a Subagent (as defined herein), to such effect. 2) No Event of Default. No event of default hereunder or under any of the other Loan Documents shall have occurred and be continuing and Bank shall have received a certificate of a Subagent, to such effect. 3) No Legal Impediment. No change shall have occurred in any law or regulations thereunder or interpretations thereof that in the reasonable opinion of Bank would make it illegal for Bank to make such advance. 4) Proceedings and Documents. All proceedings in connection with the transactions contemplated hereby and the other Loan Documents shall be satisfactory in form and substance to Bank and Bank shall have received all information and documents as Bank may reasonably request. -3- 5. FEES. Each Borrower shall pay to Bank an annual commitment fee in the amount of 1/10 of one percent (0.10%) of the commitment amount set forth next to such Borrower's name on Schedule I, such fee to be due and payable on the date hereof and on each annual anniversary thereafter so long as the Loans are outstanding. 6. AFFIRMATIVE COVENANTS. So long as any Borrower may borrow hereunder and until payment in full of the Notes and performance of all other obligations of Borrowers hereunder, each Borrower will: A. Financial Statements. Maintain a system of accounting satisfactory to Bank and permit Bank's officers or authorized representatives to visit such Borrower's offices and inspect such Borrower's books of account and other records and make photocopies thereof at such reasonable times and as often as Bank may desire, and pay the reasonable fees and disbursements of any accountants or other agents of Bank selected by Bank for the foregoing purposes. Each Borrower agrees to provide Bank with the following statements and reports: 1) Within one hundred twenty (120) days after the end of each fiscal year, a balance sheet of such Borrower as of the end of such fiscal year, which shall be in reasonable detail, complete and correct in all material respects. 2) Within thirty (30) days after the end of each fiscal quarter and such other times as Bank may reasonably request, information or statements respecting each Borrower's trading activity in the collateral securing the Loans. B. Existence and Compliance. Maintain its existence and comply with all laws, regulations and governmental requirements applicable to it or to any of its property, business and transactions. C. Adverse Conditions or Events. Promptly advise Bank in writing of any condition, event or act which comes to its attention that would or might materially affect such Borrower's financial condition, Bank's rights in or to any collateral under this Agreement or the other Loan Documents, and of any litigation filed against such Borrower in which the potential loss reasonably could be anticipated to exceed $50,000. D. Taxes. Pay all taxes as the same become due and payable unless timely extensions have been filed or the same are being contested in good faith by appropriate proceedings and adequate reserves are maintained. E. Form U-1. If required by Bank, promptly furnish to Bank a statement that conforms with the requirements of Federal Reserve Form U-1 as referred to in Regulation U or in any other relevant Federal Reserve Form or Regulation provided for from time to time by the Board of Governors of the Federal Reserve System. 7. NEGATIVE COVENANTS. So long as any Borrower may borrow hereunder and until payment in full of the Notes and performance of all other obligations of Borrowers hereunder, no Borrower will, without the prior written consent of Bank: A. Transfer of Assets or Control. Permit any transfer of control or ownership of such Borrower. B. Amendment of Trust Agreement/Partnership Agreement. No Borrower that is a trust shall permit any amendment or modification of its trust agreement or a change of the trustee thereof and ________ shall not permit any amendment or modification of its agreement of limited partnership or a change of the general partner. 8. EVENTS OF DEFAULT. With respect to any particular Borrower, any one or more of the following events shall be deemed an event of default hereunder as to such Borrower: -4- A. Default shall be made in the payment of any installment of principal or interest upon any Note or any other obligation of a Borrower to Bank when due and payable, whether at maturity or otherwise and such default shall continue for three (3) business days thereafter; or B. Default shall be made by a Borrower in the performance of any term, covenant or agreement contained herein, any of the other Loan Documents, or in any other security agreement, deed of trust, mortgage, assignment or other contract securing payment of any indebtedness of such Borrower to Bank and such default shall continue for thirty (30) calendar days following notice thereof being given by Bank to such Borrower or Agent; or C. Any representation or warranty herein contained or in any financial statement, certificate, report or opinion or other agreement submitted to Bank in connection with the Loans or pursuant to the requirements of this Agreement shall prove to have been incorrect or misleading in any material respect when made; or D. Default shall be made by a Borrower in the performance of any term or covenant in any agreement or instrument with any other party which would have a material adverse effect on such Borrower or Bank's rights hereunder or under the other Loan Documents, and such default is not remedied within the applicable cure period; or E. A Borrower makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts generally as they become due, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions or applies to any tribunal for the appointment of any receiver or any trustee for it or any substantial part of its property, commences any action relating to a Borrower or any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, or if there is commenced against a Borrower any such action, or a Borrower by any act indicates its consent to or approval of any trustee for such Borrower or any substantial part of its property, or suffers any such receivership or trustee to continue undischarged; or F. Without the prior written consent of Bank, a Borrower that is a trust is at any time revoked, terminated or liquidated or ________ is dissolved or liquidated or ______________ dies. Upon the happening of any of the foregoing events of default which shall be continuing, Bank may at its option declare all outstanding principal and unpaid interest on the applicable Loan and any other indebtedness of the particular defaulting Borrower to Bank to be immediately due and payable, and Bank shall have no further obligation to fund advances hereunder to such Borrower. Upon such declaration by Bank, Bank shall have all rights and remedies available under the Loan Documents as well as those available at law or in equity. Notwithstanding the foregoing, upon the occurrence of an event of default described in Section 8.E. to any particular Borrower, the entire outstanding principal and unpaid interest on the Loan and all other indebtedness of such Borrower to Bank shall be immediately and automatically due and payable, without notice to such Borrower of any kind and Bank's obligation to make advances to such Borrower shall immediately terminate. 9. APPOINTMENT OF AGENT. Each Borrower hereby appoints and designates _____________ as agent ("Agent") for and on behalf of such Borrower with respect to all matters arising under or in connection with this Agreement, the other Loan Documents and the applicable Loan hereunder including, without limitation, requesting and receiving advances, making payments on the applicable Loan, negotiating, executing and delivering modifications or renewals of the Loan Documents, receiving notices from Bank, delivering such other documents or instruments as the Bank may request in connection with the Loans, and generally communicating with Bank regarding such Borrower's obligations hereunder. Any funds advanced hereunder may be distributed to Agent who shall have responsibility to distribute such funds to the applicable Borrower. Agent is hereby granted full power and authority to bind each Borrower in respect of any term, condition, covenant or undertaking hereunder. Bank shall be entitled to rely on the appointment without any independent verification. Each Borrower hereby further appoints and designates each and any of Sharyl -5- Robertson, Amy Phillips and Rena Alexander as subagents ("Subagents") for and on behalf of such Borrower to perform all administrative functions under the Loan Documents, including submitting advance requests, receiving and sending notices and delivering certificates on behalf of such Borrower. Borrowers shall not remove or otherwise change the Agent without the prior written consent of Bank. The appointment hereunder is coupled with an interest and irrevocable. 10. MISCELLANEOUS. A. Expenses. Each Borrower severally agrees to pay all out-of-pocket expenses of Bank in connection with this Agreement and the other Loan Documents and the collection of its applicable Note including, without limitation, the administration, enforcement and realization upon any collateral or guaranty. Each Borrower severally also agrees to pay all reasonable attorneys' fees and all expenses incurred in recording the documents securing its applicable Loan. B. Cumulative Rights and No Waiver. Each and every right granted to Bank hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity shall be cumulative of and may be exercised in addition to any and all other rights of Bank, and no delay in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise by Bank of any right preclude any other or future exercise thereof or the exercise of any other right. Any of the foregoing covenants and agreements may be waived by Bank but only in writing signed by a Vice President or higher level officer of Bank. Borrower expressly waives any presentment, demand, protest or other notice of any kind. No notice to or demand on a Borrower in any case shall, of itself, entitle such or any other Borrower to any other or further notice or demand in similar or other circumstances. No delay or omission by Bank in exercising any power or right hereunder shall impair any such right or power or be construed as a waiver thereof or any acquiescence therein, nor shall any single or partial exercise of any such power preclude other or further exercise thereof, or the exercise of any other right or power hereunder. C. Maximum Interest. Notwithstanding any other provision contained in this Agreement, Bank does not intend to charge and no Borrower shall be required to pay any amount of interest or other fees or charges that is in excess of the maximum permitted by applicable law. Each Borrower agrees that during the full term hereof, the maximum lawful interest rate for the obligations hereunder as determined under Texas law shall be the indicated rate ceiling as specified in Article 5069-1.04 of the V.A.T.S. Further, to the extent that any other lawful rate ceiling exceeds the rate ceiling so determined, then the higher rate ceiling shall apply. Any payment in excess of such maximum shall be refunded to the applicable Borrower or credited against principal, at the option of Bank. D. Applicable Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Texas (without regard to its conflicts of law provisions). E. Notice. Except as otherwise provided in this Agreement, any notices or communications required or permitted hereunder shall be in writing and shall be deemed to have been given (i) the day it is personally delivered, if sent by hand or expedited delivery service, or (ii) five days after it is mailed, if sent by certified or registered mail. F. Amendment. No modification, consent, amendment or waiver of any provision of this Agreement, nor consent to any departure by a Borrower therefrom, shall be effective unless the same shall be in writing and signed by a Vice President or higher level officer of Bank, and then shall be effective only in the specific instance and for the purpose for which given. This Agreement is binding upon each Borrower, its successors and assigns, and inures to be benefit of Bank, its successors and assigns. -6- G. ARBITRATION. 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 OF 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 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 DALLAS, ------------- TEXAS 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 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 (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 AGREEMENT. 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. H. NOTICE OF FINAL AGREEMENT. THIS 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. -7- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. NATIONSBANK OF TEXAS, N.A. _____________________________________TRUST By:____________________________________ By:________________________ Marta O. Engram _______________, Trustee Vice President, Private Banking ___________________________ TRUST By:_____________________________ _______________, Trustee ___________________________ TRUST By:_____________________________ _______________, Trustee ___________________________ TRUST By:_____________________________ _______________, Trustee ___________________________ TRUST By:_____________________________ _______________, Trustee ________________________________ ___________________________, LTD. By:_____________________________ __________________, General Partner The undersigned hereby acknowledges appointment as Agent for the Borrowers hereunder. _____________________________ __________________ -8- SCHEDULE I Borrower Maximum Loan Amount - -------- ------------------- - ---------------------------- $---------- - ---------------------------- $---------- - ---------------------------- $---------- - ---------------------------- $---------- - ---------------------------- $---------- - ---------------------------- $---------- - ---------------------------- $---------- $---------- -9- -----END PRIVACY-ENHANCED MESSAGE-----