SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934 for the twelve months ended
December 31, 1994
Commission File No. 0-13829
PRECISION STANDARD, INC.
Exact name of Company as specified in its Charter
Colorado 84-0985295
State of other jurisdiction of I.R.S. Employer Identification No.
incorporation or organization
One Pemco Plaza
1943 50th Street
Birmingham, Alabama 35212
Address of principal executive offices Zip Code
Company's telephone number, including area code: (205) 591-3009
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value
(Title of Class)
Indicate by check mark whether the Company (1) has filed all
reports required to be filed by section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Company was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No
The aggregate market value of the Common Stock held by non-
affiliates on February 28, 1995 was approximately $7,891,999.
The number of shares of the Company's Common Stock out-
standing as of February 28, 1995 was 12,344,291.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's definitive proxy statement to be
filed pursuant to Regulation 14A not later than 120 days after the
end of the fiscal year (December 31, 1994) are incorporated by
reference in Part III.
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of Company's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. X Yes No
The undersigned Registrant hereby amends the following items,
financial statements, exhibits or other portions of its Form 10-K
dated December 31, 1994, as set forth below:
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
c. Exhibits.
2 Not applicable.
3.1 Amended and First Restated Articles of
Incorporation of the Company. (1)
3.2 Amended and First Restated Bylaws of the
Company. (1)
3.3 Articles of Amendment to the Articles of
Incorporation. (2)
4.1 Asset Sales and Purchase Agreement dated
July 19, 1984, among Monarch Equities, Inc., Pemco Engineers, Inc.,
Robert D. Lang, Georgia L. Lang and Monarch Aviation, Inc. (3)
4.2 Promissory Note dated July 17, 1987, from
Monarch Equities, Inc., to Pemco Engineers, Inc. (3)
4.3 Credit Agreement among Precision Standard,
Inc., the Lenders Named Herein and Bank of America National Trust
and Savings Association, Agent, dated September 5, 1988. (1)
4.4 Amended and Restated U.S. $10,000,000
Senior Subordinated Loan Agreement dated as of September 9, 1988,
among Precision Standard, Inc., as Borrower, and the Financial
Institutions listed on the Signature Pages hereof as Lender. (1)
4.5 Amended and Restated Credit Agreement
among Precision Standard, Inc., the Lenders Named Herein and Bank
of America National Trust and Savings Association, Agent, dated
November 30, 1988. (1)
4.6 First Amendment to Amended and Restated
Credit Agreement dated as of June 14, 1989. (1)
4.7 First Amendment to Amended and Restated
Senior Subordinated Loan Agreement dated June 14, 1989. (1)
4.8 Specimen Certificate for Common Stock.
(4)
4.9 Sixth Amendment to Amended and Restated
Credit Agreement and Waiver between the Company and Bank of America
NT&SA.
4.10 Rescission and Release Agreement
between the Company and Bank of America National Trust and Savings
Association.
Pursuant to Paragraph (b)(4)(iii) of Item 601 of
Regulation S-K, the Company has not filed certain instruments with
respect to other long-term debt of the Company or its consolidated
subsidiaries. Copies of such documents will be furnished to the
Commission upon request.
9 Not applicable.
10.1 Sale of Assets Agreement dated June 2,
1986 among Monarch Equities, Inc., Pemco Engineers, Inc., Monarch
Aviation, Inc., Rolando Sablon and Matthew Gold. (3)
10.2 Amendment to Sale of Assets Agreement and
Closing Statement dated June 3, 1986, among Monarch Equities, Inc.,
Pemco Engineers, Inc., Monarch Aviation, Inc., and SG Trading Corp.
(3)
10.3 Assignment and Assumption Agreement
executed July 30, 1987, effective June 4, 1986, between SG Trading
Corp. and Matthew Gold. (3)
10.4 Purchase Agreement dated December 31,
1986, between the Company and Matthew Gold. (3)
10.5 Purchase Agreement executed August 6,
1987, effective April 30, 1987, between the Company and Matthew
Gold. (3)
10.6 Contract No. N68520-87-0007 between
Monarch Aviation, Inc., and the United States Navy. (3)
10.7 Novation Agreement between Monarch
Aviation, Inc., and the Company dated August 6, 1987. (5)
10.8 Lease dated November 1, 1986, between
Monarch Properties and Pemco Engineers, Inc. (3)
10.9 Amended and Restated Incentive Stock
Option and Appreciation Rights Plan. (6)
10.10 Amended and Restated Nonqualified Stock
Option Plan. (6)
10.11 Amended Executive Employment Agreement
between the Company and Walter M. Moede effective June 1, 1993, as
amended March 11, 1994. (7)
10.12 Amended Executive Employment Agreement
between the Company and Matthew L. Gold effective June 1, 1993, as
amended March 11, 1994. (7)
10.13 Executive Employment Agreement between the
Company and C. Fredrik Groth effective June 1, 1993. (7)
12 Not applicable.
13 Not applicable.
16 Not applicable.
18 Not applicable.
21 Subsidiaries of the Company. (7)
22 Not applicable.
23 Consent of Coopers & Lybrand to the
incorporation by reference of their report in Company's Form S-8
Registration Statement (File No. 33-34206 and 33-79676).
24 Not applicable.
27 Financial Data Schedule - Electronic Data
Gathering Analysis and Retrieval (EDGAR).
28 Not applicable.
29 Not applicable.
____________________
(1) Filed as exhibits to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1988, and incorporated
by reference herein.
(2) Filed as an exhibit to the Company's Registration Statement on
Form S-8 dated June 1, 1994, and incorporated by reference
herein.
(3) Filed as exhibits to the Company's Annual Report on Form 10-K
for the fiscal year ended April 30, 1987, and incorporated by
reference herein.
(4) Filed as an exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1989, and
incorporated by reference herein.
(5) Filed as an exhibit to the Company's Annual Report on Form 10-
K for the fiscal year ended April 30, 1988, and incorporated
by reference herein.
(6) Filed as exhibits to the Company's Definitive Proxy Statement
for the 1994 Annual Meeting of Shareholders, and incorporated
by reference herein.
(7) Filed as an exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993, and
incorporated by reference herein.
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
PRECISION STANDARD, INC.
Date: By: /s/Matthew L. Gold
Matthew L. Gold
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
Date: By: /s/Walter M. Moede
Walter M. Moede
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
AND WAIVER
This Sixth Amendment to Amended and Restated Credit Agreement
and Waiver (the "Amendment") is entered into as of March 31, 1995
between Precision Standard, Inc. (the "Company") and Bank of
America NT&SA (the "Bank"). This Amendment amends certain
provisions of that certain Amended and Restated Credit Agreement
dated as of November 30, 1988, as previously amended by an
Amendment dated as of June 13, 1989, a Second Amendment to Credit
Agreement and Waiver dated as of March 31, 1991, a Third Amendment
to Amended and Restated Credit Agreement and Waiver dated as of
December 5, 1991, a Fourth Amendment to Amended and Restated Credit
Agreement and Waiver dated as of April 28, 1992 and a Fifth
Amendment to Amended and Restated Credit Agreement and Waiver dated
as of December 31, 1993 (as previously amended and as amended
hereby, the "Agreement"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them
in the Agreement.
In consideration of the mutual promises herein contained, the
parties hereto agree as follows:
1. Amendments. The Agreement is herein amended as follows:
1.1 Subsection (d) of Section 2.05 of the Agreement is
relettered as subsection "(e)", and a new subsection "(d)" is added
to read in its entirety as follows:
"(d) If Loans remain unpaid and outstanding at any
time that payments, proceeds or reimbursements are
received by the Company with respect to any Request for
Equitable Adjustment made in connection with the KC-135
contract, the Company shall within one (1) Business Day
prepay the Loans in an aggregate amount equal to eighty
percent (80%) of such payments, proceeds and reimburse-
ments. Any such prepayments shall be applied to the most
remote principal installments to become due."
1.2 Section 3.07 of the Agreement shall be amended to
read in its entirety as follows:
"3.07 Repayments of Advances. Each Advance shall
mature, and the principal amount thereof shall be due and
payable, on the Revolving Maturity Date. In addition, if
eighty percent (80%) of any payments, proceeds or reim-
bursements received by the Company with respect to any
Request for Equitable Adjustment made in connection with
the KC-135 contract exceeds the amount necessary to repay
the Loans in full, (a) any outstanding Advances shall be
prepaid within one (1) Business Day in the amount of such
excess, and (b) the Revolving Commitments shall be
permanently reduced in the amount of such excess."
1.3 Section 8.16 of the Agreement is amended to read in
its entirety as follows:
"8.16 Leverage Ratio. The Company will not permit
the Leverage Ratio as determined as of each date set
forth below for the twelve-month period ending on such
date to be greater than the ratio set forth below for
such date:
<TABLE>
DATE RATIO
<S> <C>
March 31, 1994 2.5:1.0
June 30, 1994 3.0:1.0
September 30, 1994 2.9:1.0
December 31, 1994 2.7:1.0
March 31, 1995 2.5:1.0
June 30, 1995 2.3:1.0
September 30, 1995 1.5:1.0
December 31, 1995 1.4:1.0
</TABLE>
1.4 Section 8.19 of the Agreement is amended to read in
its entirety as follows:
"8.19 Fixed Charge Coverage Ratio. The Company
shall not permit the Fixed Charge Coverage Ratio as
determined as of each date set forth below for the
twelve-month period ending on such date to be less than
the ratio set forth below for such date:
<TABLE>
DATE RATIO
<S> <C>
March 31, 1994 1.30:1.00
June 30, 1994 1.00:1.00
September 30, 1994 0.70:1.00
December 31, 1994 0.70:1.00
March 31, 1995 0.45:1.00
June 30, 1995 0.45:1.00
September 30, 1995 0.60:1.00
December 31, 1995 0.70:1.00
</TABLE>
2. Waivers. Subject to Section 4 below, the Bank waives:
2.1 Senior Agreement. (a) compliance with Sections 8.16
and 8.19 of the Agreement as of the dates September 30, 1994 and
December 31, 1994; and (b) the requirements of Sections 7.01(a) and
7.02(a) of the Agreement with respect to statements and certifi-
cates required to be delivered within ninety days after
December 31, 1994 so long as such statements and certificates are
in fact delivered when available but in no event later than 120
days after December 31, 1994; and
2.2 Subordinated Agreement. the requirements of
Sections 5.1(a) and 5.2(a) of the Amended and Restated Senior
Subordinated Loan Agreement between the Bank and the Company
entered into as of September 9, 1988, as amended, with respect to
statements and certificates required to be delivered with respect
to year-end December 31, 1994 so long as such statements and
certificates are in fact delivered when available but in no event
later than 120 days after December 31, 1994.
3. Representations and Warranties. The Company hereby represents
and warrants to the Bank that:
3.1 No Event of Default specified in the Agreement and
no event which with notice or lapse of time or both would become
such an Event of Default has occurred and is continuing other than
as has been specifically waived hereby;
3.2 The representations and warranties of the Company
set forth in the Agreement are true on and as of the date hereof as
if made on and as of said date;
3.3 The making and performance by the Company of this
Amendment and the Rescission and Release Agreement attached as
Exhibit A hereto (the "Release") have been duly authorized by all
necessary corporate action; and
3.4 No consent, approval, authorization, permit or
license from any federal or state regulatory authority is required
in connection with the making or performance of this Amendment, the
Agreement as amended hereby or the Release.
4. Conditions Precedent. This Amendment (including, without
limitation, the amendments described in Section 1 above and the
waivers described in Section 2 above) shall become effective upon
delivery to the Bank of all of the following, in form and substance
satisfactory to the Bank:
4.1 payment of a waiver fee in the amount of $50,000 in
immediately available funds;
4.2 the acknowledgment and consent of each of the
existing guarantors to this Amendment;
4.3 payment of all attorneys fees and expenses
(including the allocated cost of in-house counsel) incurred in the
preparation of this Amendment;
4.4 the Release, duly executed and delivered by the
Company;
4.5 appropriate evidence of the corporate authority of
the person or persons executing this Amendment and the Release on
behalf of the Company; and
4.6 such other documentation as the Bank may reasonably
require.
5. Miscellaneous.
5.1 This Amendment may be signed in any number of
counterparts, each of which shall be an original, with same effect
as if the signatures thereto and hereto were upon the same
instrument.
5.2 Except as herein specifically amended, all terms,
covenants and provisions of the Agreement shall remain in full
force and effect and shall be performed by the parties thereto, and
all references therein or in the Exhibits to the Agreement shall
henceforth refer to the Agreement as amended by this Amendment.
The obligations of the Company under the Agreement shall remain
secured and guaranteed pursuant to the Collateral Documents.
5.3 The waiver contained herein shall be effective only
to the extent specifically set forth herein and shall not be con-
strued as a waiver of or consent to any other breach or default or
of any other provision of the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the date first written above.
PRECISION STANDARD, INC.
By: /s/ W. M. Moede
Title:Executive Vice President
& Chief Financial Officer
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Carolyn Simmons
Title:Vice President
We acknowledge and consent to the foregoing Amendment and agree
that our respective guaranties delivered in connection with the
Agreement shall remain in full force and effect.
PEMCO AEROPLEX, INC.
(formerly known as Hayes International Corporation)
By: /s/ W.M. Moede
Title:Vice President
HAYES HOLDINGS I INC.
By: /s/ W.M. Moede
Title:Vice President
HAYES HOLDINGS II INC.
By: /s/ W.M. Moede
Title:Vice President
SPACE VECTOR CORPORATION
By: /s/ W.M. Moede
Title:Vice President
AIR INTERNATIONAL INCORPORATED
By: /s/ W.M. Moede
Title:Vice President
RESCISSION AND RELEASE AGREEMENT
This Rescission and Release Agreement (this "Release") is made
as of April 15, 1995, by and between Precision Standard, Inc., a
Colorado corporation ("PSI") and Bank of America National Trust and
Savings Association (the "Bank").
Recitals
A. PSI previously granted to the Bank its Warrant No. 1 to
acquire 4,215,753 shares of PSI common stock (the "Warrant").
Pursuant to section 14.2 of the Warrant, PSI had certain rights to
repurchase the Warrant on the terms stated therein. PSI notified
the Bank of its intention to exercise such rights in a letter
addressed to the Bank dated April 1, 1993. At the date of this
Release, the repurchase described in such letter has not been
completed.
B. PSI is indebted to the Bank pursuant to an Amended and
Restated Credit Agreement dated as of November 30, 1988 and an
Amended and Restated Senior Subordinated Loan Agreement dated as of
September 9, 1988 (as amended, the "Agreements"). PSI has
requested that the Bank enter into a Sixth Amendment to Amended and
Restated Credit Agreement and Waiver (the "Waiver") that modifies
certain provisions of the Agreements on the terms stated therein.
C. The Bank is willing to modify the terms of the Agreements
pursuant to the Waiver provided that the conditions precedent to
the effectiveness of such Waiver stated therein are satisfied. One
of the material conditions stated in the Waiver is the execution of
this Release by the parties hereto.
Rescission and Release
1. For valuable consideration in the form of the releases
set forth herein and accommodations described in the Waiver, PSI
hereby rescinds and cancels any exercise or attempted exercise of
its repurchase rights described in Section 14.2 of the Warrant.
PSI agrees that all Optional Repurchase Periods (as such term is
defined in the Warrant) have expired, and that PSI has no further
rights (whether legal, equitable, contractual or otherwise) to
require that the Bank or any other holder of the Warrant sell the
Warrant to PSI or any other person or entity. As more generally
described in the releases set forth below, neither the Bank nor PSI
shall be entitled to any damages as a result of such rescission and
cancellation; the Bank and PSI each agree to bear their respective
costs (including the fees and costs of appraisers, investments
bankers, attorneys and other professionals) previously incurred in
connection with the prospective repurchase of the Warrant. The
Warrant otherwise remains as a binding and enforceable agreement
between the Bank and PSI. The Bank agrees that prior to June 15,
1995 it shall not enter into a binding agreement to sell the
Warrant to any person or entity.
2. For valuable consideration in the form of the releases
set forth herein and accommodations described in the Waiver, PSI,
acting on behalf of itself and its successors and assigns, and its
and their officers, directors, employees, managers, attorneys,
accountants, agents, servants, shareholders and partners, releases
and forever discharges BankAmerica Corporation and the Bank and
their respective successors and assigns, subsidiaries and
affiliates, officers, directors, employees, managers, attorneys
(including in-house attorneys), accountants, agents and servants,
and each of them, in all capacities, including individually
(collectively the "Bank Group") from any and all actions,
liabilities, liens, debts, damages, claims, suits, judgments,
executions and demands of every kind, nature and description,
including but not limited to tort claims, that PSI may have against
any member of the Bank Group in connection with any repurchase or
attempted repurchase of the Warrant, the Waiver, any discussions,
negotiations, meetings, offers or demands concerning the Warrant or
the Waiver, and any acts or omissions of any representative of the
Bank Group in connection with any of the foregoing occurring prior
to the execution of the Waiver, provided, that this releases shall
not:
(a) release any of Bank Group from any obligations or
conditions set forth in the Warrant other than
those arising in connection with a repurchase or
attempted repurchase of the Warrant by PSI;
(b) release any of Bank Group from any obligations
described in the Waiver, any document delivered by
the Bank pursuant to the Waiver or the Agreements
as modified by the Waiver;
(c) release any of Bank Group from any obligation to
defend, indemnify or make contribution with respect
to any claim or cause of action asserted against
any of PSI Group (as hereinafter defined), by a
person or entity not a party hereto; or
(d) release any of Bank Group from any obligations
arising from any of its conduct after the execution
of the Waiver.
3. For valuable consideration in the form of the releases
set forth herein and accommodations described in the Waiver, Bank
hereby releases and discharges PSI and its successors and assigns
and its and their subsidiaries and affiliates, officers, directors,
employees, managers, attorneys, accountants, agents and servants,
and each of them, in all capacities, including individually
(collectively "PSI Group"), from any and all actions, liabilities,
liens, debts, damages, claims, suits, judgments, executions and
demands of every kind, nature and description including, but not
limited to, tort claims that Bank may have against any member of
PSI Group in connection with any repurchase or attempted repurchase
of the Warrant, any discussions, negotiations, meetings, offers or
demands concerning the Warrant or the Waiver, and any acts or
omissions of any representative of PSI Group in connection with any
of the foregoing occurring prior to the execution of the Waiver,
provided, that this release shall not:
(a) release any of PSI Group from any obligations or
conditions set forth in the Warrant other than
those arising in connection with a repurchase or
attempted repurchase of the Warrant by PSI;
(b) release any of PSI Group from any obligations
described in the Waiver, any document delivered by
PSI pursuant to the Waiver or the Agreements as
modified by the Waiver;
(c) release any of PSI Group from any obligation to
defend, indemnify or make contribution with respect
to any claim or cause of action asserted against
any of Bank Group, by a person or entity not a
party hereto;
(d) release any of PSI Group from any obligations
arising from any of its conduct after the execution
of the Waiver;
(e) release any of PSI Group from liability, whether as
borrower or guarantor, for the repayment of
borrowed money;
(f) release any of PSI Group from liability for service
charges, account charges, fees or credit card
charges; or
(g) release any security interest.
4. Each party hereto acknowledges that it is familiar with
and voluntarily waives any right or benefit arising from Section
1542 of the Civil Code of the State of California which provides as
follows:
"A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor
at the time of executing the release, which if known by
him must have materially affected his settlement with the
debtor."
Each party waives and relinquishes any right or benefit which it
has or may have under any similar provision of the statutory or
nonstatutory law of any jurisdiction. In connection with such
waiver and relinquishment, each party acknowledges that it is aware
that it or its attorneys or agents may hereafter discover facts in
addition to or different from those which it now knows or believes
to exist with respect to the subject matter of this Release or the
other parties hereto, but that it is each party's intention hereby
fully, finally and forever to settle and release all of the claims,
disputes and differences, known or unknown, suspected or
unsuspected, which now exist or may exist hereafter between or
among the parties, except as otherwise expressly provided in this
Release. This Release shall be and remain in effect as a full and
complete release notwithstanding the discovery or existence of any
such additional or different facts.
5. Each party warrants and represents to the other that it
is the sole and lawful owner of all right, title and interest in
and to all of the claims released hereby and that it has not
heretofore voluntarily or involuntarily, by operation of law or
otherwise, assigned or transferred or purported to assign or
transfer to any person any such claim or any portion thereof.
6. This Release is not intended for the benefit of any
person who is not a party hereto or specifically described as a
beneficiary in this Release.
7. Each party hereto agrees not to sue another party hereto
or in any way assist any other person or entity in suing the other
with respect to any claim released herein. This Release may be
pleaded as a full and complete defense to and may be used as the
basis for an injunction against any action, suit or other
proceeding which may be instituted, prosecuted, or attempted in
breach of the release contained herein.
8. Nothing contained herein shall be construed as an
admission by anyone of any liability of any kind, except as may be
specifically set forth in the Recitals hereto.
9. Each party hereto acknowledges to the other that it has
been represented by independent legal counsel of its own choice
throughout all of the negotiations which preceded the execution of
this Release and that it has executed this Release after receiving
the advice of such independent legal counsel, and without reliance
upon any promise or representation of any person or persons acting
for or on behalf of the other party. Each party further
acknowledges that it and its counsel have had adequate opportunity
to make whatever investigation or inquiry they may deem necessary
or desirable in connection with the subject matter of this Release
prior to the execution of this Release. Counsel for all parties
have read and approved the language of this Release.
10. This Release shall be governed by and interpreted
according to the laws of the State of California.
11. The language of this Release shall be construed as a
whole according to its fair meaning, and not strictly for or
against any of the parties.
12. This Release may be executed in counterparts which, taken
together, shall constitute one and the same agreement and shall be
effective as of the date first written above.
13. This Release and the Waiver, together with all
agreements, instruments and documents executed pursuant thereto,
(i) integrate all the terms and conditions mentioned herein or
therein or incidental hereto or thereto, (ii) supersede all oral
negotiations and prior writings with respect to the subject matter
hereof and thereof, and (iii) are intended by the parties as the
final expression of the agreement with respect to the terms and
conditions set forth in this Release, the Waiver and any such
agreement, instrument or document and is the complete and exclusive
statement of the terms agreed to by the parties.
14. If any party hereto institutes a judicial or arbitration
proceeding against the other party hereto in connection with any
dispute or matter arising under this Release or found to be
released hereby, the prevailing party shall be entitled to recover
its attorney's fees, including but not limited to the allocable
costs of in-house counsel, court costs, costs of investigation,
accounting costs and other costs reasonably related to litigation
or arbitration, in such amount as may be determined in the sole
discretion of the court or arbitrator(s) having jurisdiction over
such action.
15. Each party represents and warrants to each other party
that it is not relying on any other party for tax advice.
16. The Bank and PSI agree that all controversies, claims or
disputes between them arising out of this Release or the Waiver
including, without limitation, contract, tort, or other
controversies, claims, or disputes shall be arbitrated in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association. No act to seek to obtain provisional or
ancillary relief from a court of competent jurisdiction before,
during or after the pendency of any arbitration proceeding
conducted pursuant to this arbitration agreement shall constitute
a waiver of this arbitration agreement. Either the Bank or PSI may
apply to a court of competent jurisdiction for an injunction, the
appointment of a receiver, declaratory relief or any other
provisional or ancillary relief. Any statutes of limitation or
doctrines of estoppel, waiver, laches, or similar statutes or
doctrines, which would otherwise be applicable in a judicial action
brought by a party, shall be applicable in any arbitration
proceeding hereunder.
Any controversies, claims or disputes concerning the
lawfulness or reasonableness of any act, including, without
limitation any claims to rescind, reform or otherwise modify any
agreements or instruments relating hereto or delivered in
connection herewith, shall also be arbitrated, provided, however,
that no arbitrator shall have the right or power to enjoin or
restrain any act of any party.
Judgment upon any award rendered by the arbitrator(s) may
be entered in any court having jurisdiction. The Federal
Arbitration Act, 9 U.S.C. 1-14, shall apply to the construction and
interpretation of this arbitration provision.
17. THE UNDERSIGNED HEREBY CERTIFY THAT THEY HAVE READ THIS
ENTIRE RELEASE AND FULLY UNDERSTAND IT.
PRECISION STANDARD, INC. BANK OF AMERICA NT&SA
By: /s/ W.M. Moede By: /s/ Carolyn Simmons
Title: Executive Vice President Title: Vice President
& Chief Financial Officer
