AMENDMENT TO SENIOR SUBORDINATED NOTE
Exhibit 10.27
AMENDMENT TO SENIOR SUBORDINATED NOTE
THIS AMENDMENT (the “Amendment”), dated as of this 25th day of October, 2007 by and between ACROSS AMERICA REAL ESTATE CORP., a Colorado corporation, having an office at 000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (“Maker”) and GDBA INVESTMENTS, LLLP, a Colorado limited liability limited partnership, having an office at 0000 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000 (“Holder”).
WHEREAS, Maker has executed and delivered to Holder a Senior Subordinated Note dated September 28, 2006 (the “Note”) to evidence Maker’s indebtedness to Holder in the principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000.00); and
WHEREAS, Maker and Holder amended such Senior Subordinated Note (“Amendment No. 1”) on May 7, 2007 to further subordinate the Note to a credit facility to be extended to Maker by United Western Bank and otherwise modify certain terms and provisions of the Note; and
WHEREAS, Maker and Holder amended such Senior Subordinated Note (“Amendment No. 2”) on August 10, 2007 to waive a negative covenant which listed an “Event of Default” under the Note as a net loss under GAAP of greater than $1,000,000 in any calendar quarter.
“Senior Debt” means all indebtedness, obligations and other liabilities of the Company to (i) Vectra Bank Colorado, national association, pursuant to that certain First Amendment to Credit Agreement dated August 3, 2006, as amended, (ii) United Western Bank (“UWB”) pursuant to that certain Credit Agreement dated May 7, 2007 between UWB and Maker, as the same may be amended, modified, restated or extended from time to time, (iii) BOCO Investments, LLC under that certain Senior Subordinated Note dated October 25, 2007.
6. Governing Law. The terms and conditions of this Amendment shall be governed by the applicable laws of the State of Colorado.
MAKER:
ACROSS AMERICA
REAL ESTATE CORP.,
a Colorado corporation
By:
/s/
Name:
Title:
HOLDER:
GDBA INVESTMENTS,
LLLP,
a Colorado limited liability limited partnership
By:
/s/
Name:
Title: