Arbitration and Notice of Final Agreement



 Exhibit 10.55 
 

 
 ARBITRATION AND NOTICE OF FINAL AGREEMENT 
  

	To:	U.S. HOME SYSTEMS, INC. 

 405 State Highway 
 121 Bypass, Suite 250 
 Lewisville, Texas
75067 
 (collectively, whether one or more, “Borrower”) 
 As of the effective date of this Notice, Borrower and THE FROST NATIONAL BANK, a national banking association (“Lender”) have consummated a transaction pursuant to which Lender has agreed to make a
loan or loans to Borrower, and/or to otherwise extend credit or make financial accommodations to or for the benefit of Borrower (collectively, whether one or more, the “Loan”). 
 ARBITRATION 
 Upon written request of either
Lender or Borrower, any controversy or claim between or among the parties hereto including but not limited to those arising out of or relating to the Loan, any of the loan documents or any related agreements or instruments executed in connection
with the Loan (the “Loan 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 Commercial Arbitration Rules of the American Arbitration Association, and the “Special Rules” set forth below unless both Lender and Borrower, in their respective sole discretion, agree in writing to mediate the dispute
prior to submitting to binding arbitration. 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. The party that requests arbitration has the burden to initiate the
arbitration proceedings pursuant to and by complying with the Commercial Arbitration Rules of the American Arbitration Association and shall pay all associated administrative and filing fees. 
 The arbitration shall be conducted in the City of San Antonio, Bexar County, Texas and administered by the American Arbitration Association. All arbitration hearings
will be commenced within sixty (60) days of the written request for arbitration, and if the arbitration hearing is not commenced within the sixty (60) days, the party that requested arbitration shall have waived its election to arbitrate.
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 Lender 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 Lender 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 in accordance with applicable law, or (C) to obtain from a 

  


					
	ARBITRATION AND NOTICE OF FINAL AGREEMENT	  		  	
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court provisional or ancillary remedies such as (but not limited to) injunctive relief or the appointment of a receiver in accordance with applicable law.
Lender may exercise such self help remedies, 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 or any other Loan
Document. At Lender’s option, foreclosure under a deed of trust or mortgage may be accomplished by any of the following: the exercise of a power of sale under the deed of trust or mortgage, or by judicial sale under the deed of trust or
mortgage, or by judicial foreclosure. 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. 
 FACSIMILE
DOCUMENTS AND SIGNATURES 
 For purposes of negotiating and finalizing the Written Loan Agreement (as hereinafter defined), if this document or any
document executed in connection with the Loan is transmitted by facsimile machine (“fax”), it shall be treated for all purposes as an original document. Additionally, the signature of any party on this document transmitted by way of
a facsimile machine shall be considered for all purposes as an original signature. Any such faxed document shall be considered to have the same binding legal effect as an original document. At the request of any party, any faxed document shall be
re-executed by each signatory party in an original form. 
 WAIVER OF RIGHT TO TRIAL BY JURY 
 THE PARTIES TO THIS AGREEMENT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER TO ENFORCE
THIS AGREEMENT, TO COLLECT DAMAGES FOR THE BREACH OF THIS AGREEMENT, OR WHICH IN ANY OTHER WAY ARISE OUT OF, ARE CONNECTED TO OR ARE RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT. ANY SUCH ACTION SHALL BE TRIED BY THE JUDGE
WITHOUT A JURY. 
 NOTICE OF FINAL AGREEMENT 
 In connection with the Loan, Borrower and Lender and the undersigned guarantors and other obligors, if any (collectively, whether one or more, “Other Obligors”) have executed and delivered and may
hereafter execute and deliver certain agreements, instruments and documents (collectively hereinafter referred to as the “Written Loan Agreement”). 
 It is the intention of Borrower, Lender and Other Obligors that this Notice be incorporated by reference into each of the written agreements, instruments and documents comprising the Written Loan Agreement. Borrower,
Lender and Other Obligors each warrant and represent that the entire agreement made and existing by or among Borrower, Lender and Other Obligors with respect to the Loan is and shall be contained within the Written Loan Agreement, as amended and
supplemented hereby, and that no agreements or promises exist or shall exist by or among, Borrower, Lender and Other Obligors that are not reflected in the Written Loan Agreement. 
  


					
	ARBITRATION AND NOTICE OF FINAL AGREEMENT	  		  	
	Rev. Feb ‘99	  	2	  	









 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.

 Executed as of December 19, 2008. 
  

			
	THE FROST NATIONAL BANK,
	a national banking association
		
	By:	 	 /s/ Stephen Martin

	Name:	 	Stephen Martin
	Title:	 	Senior Vice President


  

			
	ACKNOWLEDGED AND AGREED:
	
	BORROWER:
	
	U.S. HOME SYSTEMS, INC.
		
	By:	 	 /s/ Robert A. DeFronzo

	Name:	 	Robert A. DeFronzo
	Title:	 	Secretary-Treasurer & Chief Financial Officer
	
	OTHER OBLIGORS:
	
	U.S. REMODELERS, INC.
		
	By:	 	 /s/ Robert A. DeFronzo

	Name:	 	Robert A. DeFronzo
	Title:	 	Secretary-Treasurer & Chief Financial Officer

  


					
	ARBITRATION AND NOTICE OF FINAL AGREEMENT	  		  	
	Rev. Feb ‘99	  	3