PRIOR AGREEMENTS, WRITTEN OR ORAL, ON
THE SUBJECT MATTER HEREOF.
TO THE EXTENT THAT ANY PROVISION OF THIS AGREEMENT
CONTRADICTS OTHER PROVISIONS OF THE LOAN DOCUMENTS, THIS AGREEMENT SHALL
CONTROL.
SECTION 7.8
SEVERABILITY OF PROVISIONS.
ANY PROVISION OF THIS
AGREEMENT WHICH IS PROHIBITED OR UNENFORCEABLE SHALL BE INEFFECTIVE TO THE
EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT INVALIDATING THE
REMAINING PROVISIONS HEREOF.
SECTION 7.9
HEADINGS.
ARTICLE, SECTION AND SUBSECTION HEADINGS IN
THIS AGREEMENT ARE INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL
NOT CONSTITUTE A PART OF THIS AGREEMENT FOR ANY OTHER PURPOSE.
SECTION 7.10
GOVERNING LAW; JURISDICTION, VENUE; WAIVER OF JURY
TRIAL.
THE LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE SUBSTANTIVE LAWS (OTHER THAN CONFLICT LAWS) OF THE STATE OF MINNESOTA.
THE
PARTIES HERETO HEREBY (I) CONSENT TO
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THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE
OF MINNESOTA IN CONNECTION WITH ANY CONTROVERSY RELATED TO THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS; (II) WAIVE ANY ARGUMENT THAT VENUE IN ANY SUCH FORUM IS
NOT CONVENIENT; (III) AGREE THAT ANY LITIGATION INITIATED BY THE LENDER OR THE
BORROWER IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS MAY BE
VENUED IN EITHER THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF MINNEAPOLIS,
MINNESOTA, COUNTY OF HENNEPIN, MINNESOTA; AND (IV) AGREE
THAT A FINAL JUDGMENT
IN ANY SUCH SUIT, ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED
IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW.
THE BORROWER AND THE LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN
TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH THIS AGREEMENT AND THE NOTE OR THE RELATIONSHIPS ESTABLISHED HEREUNDER.
(Signature Page Follows)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized as of the date first
above written.
Kruse Investment Company, Inc.
KRUSE INVESTMENT COMPANY, INC.
P.O. Box 1029
31120 West Street
By:
/s/ Ejnar Knudsen
Goshen, CA 93227
Name:
Ejnar Kudsen
Telecopier: 559-380-2800
Title:
EVP
Attention: Mark Labounty
e-mail:
HGF Acquisition
HGF ACQUISITION, LLC
10201 Wayzata Blvd, Suite 250
Minneapolis, MN 55305
By:
/s/ Revis L. Stephenson III
Telecopier: 763-226-2725
Name:
Attention: Revis L. Stephenson III
Title:
(Signature Page to Credit Agreement)
Exhibit A to Credit Agreement
PROMISSORY NOTE
$5,000,000
February 12, 2007
For value received, the undersigned, HGF ACQUISITION, LLC, a
Delaware limited liability company (the "Borrower"), hereby promises to pay on
the Termination Date under the Credit Agreement (defined below), to the order of
KRUSE INVESTMENT COMPANY, INC., a California Corporation (the "Lender"), at its
office in Goshen, California, or at any other place designated at any time by
the holder hereof, in lawful money of the United States of America and in
immediately available funds, the principal sum of Five Million Dollars
($5,000,000)