Negative Pledge Agreement Executed By Gainsco

NEGATIVE PLEDGE AGREEMENT


This Negative Pledge Agreement (the "Negative Pledge") is executed effective 9-9, 1996, by GAINSCO, INC. ("Borrower"), a Texas corporation, and BANK ONE, TEXAS, NATIONAL ASSOCIATION ("Bank One"), in connection with a loan from Bank One to Borrower.


1. Obligations. Bank One has agreed to make a loan to Borrower to be evidenced by a Revolving Promissory Note of even date, in the original principal sum of $5,000,000.00. The revolving promissory note and all extensions and renewals thereof and any and all other loans, advances, or extensions of credit by Bank One to Borrower (whether created directly or acquired by Bank One indirectly by assignment or otherwise), and whether now existing or hereafter arising, absolute or contingent, primary or secondary will be collectively called the "Obligations".


2. Negative Pledge. In consideration of Bank One extending credit to Borrower, so long as any of the Obligations shall remain unpaid and outstanding, Borrower agrees not to mortgage, encumber, pledge, or grant a lien upon or security interest in all or any part of Borrower's assets, whether now owned or hereafter acquired, including without limitation, all stock and other evidence of ownership in Borrower's subsidiary corporations (all collectively referred to as the "Assets"). Borrower also will not create, incur, suffer, or permit to exist any mortgage, deed of trust, pledge, assignment, title retention, lien, security interest, or any other preferential arrangement, charge, or encumbrance (including any conditional sale or finance lease), on, in, or with respect to the Assets, without Bank One's prior written consent.


3. Additional Covenants. So long as any of the Obligations remain unpaid, Borrower furthe ...