Bill L. and Patricia M. Spencer - Page 9

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          payment on the bank loan was due on July 1, 1987, and the final             
          payment was due on June 1, 1990.                                            
               SPC-SC's assets (i.e., the assets acquired in the Carolina             
          transaction) served as security for the bank loan.  Additional              
          security included a pledge by Mr. Spencer and Mr. Boozer of their           
          SPC-SC stock and certain real estate6 as well as the assignment             
          of certain life insurance policies7 on their lives.                         
               Mr. Spencer and Mr. Boozer jointly and severally guaranteed            
          the bank loan.  SCNB initially agreed to make the bank loan                 
          directly to Mr. Spencer and Mr. Boozer in their individual                  
          capacities.  However, upon learning that they intended to resell            
          the acquired assets to SPC-SC, SCNB decided (1) to make the loan            
          directly to SPC-SC, and (2) to require personal guaranties by Mr.           
          Spencer and Mr. Boozer.  Additionally, SCNB required that SPC-SC            
          pay the bank loan proceeds directly to SSI.                                 
               b. S/B Note                                                            
               At closing, Mr. Spencer and Mr. Boozer paid $270,000 in cash           
          and issued a $900,000 promissory note (the S/B note), dated June            

          6    Mr. Spencer gave a third mortgage on a piece of commercial             
          real estate in Roswell, Georgia.  That parcel of land was also              
          encumbered by three easements and a life estate that Mr. Spencer            
          conveyed to a third party on Apr. 1, 1983.  Mr. Boozer gave a               
          second mortgage on his personal residence in Greenville, South              
          7    The insurance policy assigned by Mr. Spencer indicated that            
          the maximum amount SCNB could collect was $250,000.                         

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