CHANGE IN TERMS AGREEMENT
EXHIBIT
10.42
CHANGE
IN TERMS
AGREEMENT
|
Principal
$918,529.76
|
Loan
Date
11-20-2000
|
Maturity
10-15-2013
|
Loan
No.
0000000000
|
Call
/ Coll
|
Account
1000139549
|
Officer
|
Initials
|
|
References
in the shaded area are for Lender’s
use only
and do not limit the applicability of this document to any
particular loan
or item.
Any
item above containing “***”
has been omitted due to text length
limitations.
|
|||||||
| Borrower: |
XXXXXX
TRAVEL CENTERS,
INC.
000
XXXXXXXXX
XXXXXXXXX XX
XXXXXXXXXXX,
XX
00000
|
Lender: |
BANK
OF XXX
XXXX
Xxxxxxxxxxx,
XXX #000
000
Xxxxxxxxx, 00xx Xxxxx
Xxxxxxxxxxx,
XX 00000
(888)
457-2692
|
| Principal Amount: $918,529.76 |
Date
of
Agreement: September 29,
2006
|
DESCRIPTION OF EXISTING INDEBTEDNESS. Promissory Note dated November 10, 2000 in the original principal amount of $918,529.76 with a current principal balance of $497,740.14.
DESCRIPTION
OF COLLATERAL. Deed
of
Trust dated April 26, 2004; Assignment of Rents dated April 26, 2004;
Mortgage
dated December 7, 2004; Assignment of Rents dated December 7, 2004;
Mortgage
dated April 26, 2004; Assignment of Rents dated April 26, 2004; Line
of Credit
Mortgage dated November 10, 2000; Line of Credit Mortgage dated November
10,
2000; Line of Credit Mortgage dated November 10, 2000; Line of Credit
Mortgage
dated November 10, 2000; Line of Credit Mortgage dated November 10,
2000; Line
of Credit Mortgage dated November 10, 2000; Line of Credit Mortgage
dated
November 10, 2000; Line of Credit Mortgage dated November 10, 2000;
Deed of
Trust dated November 10, 2000; Deed of Trust dated November 10,
2000.
DESCRIPTION
OF CHANGE IN TERMS.
1. The
heading captioned “PAYMENT” of
the
Promissory Note is modified as follows:
PAYMENT.
Subject
to any payment changes resulting from changes in the Index, Borrower
will pay
this loan in accordance with the following payment schedule: 60 monthly
consecutive principal and interest payments in the initial amount
of $4,576.74
each, beginning October 30, 2006, with interest calculated on the
unpaid
principal balances at an interest rate based on the weekly average
yield on the
United States Treasury securities adjusted to a constant maturity
of five years
(currently 4.660%), plus a margin of 2.600 percentage points, resulting
in an
initial interest rate of 7.260%; 24 monthly consecutive principal
and interest
payments in the initial amount of $4,576.74 each, beginning October
30, 2011,
with interest calculated on the unpaid principal balances at an interest
rate
based on the weekly average yield on the United States Treasury securities
adjusted to a constant maturity of five years (currently 4.660%),
plus a margin
of 2.600 percentage points, resulting in an initial interest rate
of 7.260%; and
one principal and interest payment of $332,301.91 on October 15,
2013, with
interest calculated an the unpaid principal balances at an interest
rate based
on the weekly average yield on the United States Treasury securities
adjusted to
a constant maturity of five years (currently 4.660%), plus a margin
of 2.600
percentage points, resulting in an initial interest rate of 7.260%.
This
estimated final payment is based on the assumption that all payments
will be
made exactly as scheduled and that the Index does not change; the
actual final
payment will be for all principal and accrued interest not yet paid,
together
with any other unpaid amounts under this Note. Unless otherwise agreed
or
required by applicable law, payments will be applied first to any
unpaid
collection costs; then to any late charges; then to any accrued unpaid
interest;
and then to principal. The annual interest rate for this Note is
computed on a
365/360 basis; that is, by applying the ratio of the annual interest
rate over a
year of 360 days, multiplied by the outstanding principal balance,
multiplied by
the actual number of days the principal balance is outstanding. Borrower
will
pay Lender at Lender’s address shown above or at such other place as Lender may
designate in writing.
2. The
heading captioned “VARIABLE
INTEREST RATE” of
the
Promissory Note is deleted in its entirety and the paragraph below
is
substituted in lieu thereof:
VARIABLE
INTEREST RATE.
The
interest rate on this Note is subject to change from time to time
based on
changes in an independent index which is the weekly average yield
on the United
States Treasury securities adjusted to a constant maturity of five
years (the
“Index”). The Index is not necessarily the lowest rate charged by Lender
on its
loans. If the Index becomes unavailable during the term of this loan,
Lender may
designate a substitute index after notice to Borrower. Lender will
tell Borrower
the current Index rate upon Borrower’s request, The interest rate change will
not occur
more often than each five years. The interest rate may change on
the five year
anniversary date of this Change in Terms Agreement and every five
years in the
same month thereafter. Borrower understands that Lender may make
loans based on
other rates as well. The
Index currently is 4,660% per annum. The interest rate or rates to
be applied to
the unpaid principal balance of this Note will be the rate or rates
set forth
herein in the
CONTINUED
ON NEXT PAGE
| Loan No: 0000000075 |
(Continued)
|
Page
2
|
“Payment”
section. Notwithstanding any other provision of this Note, after
the payment
stream, the interest rate for each subsequent payment stream will
be effective
as of the last payment date of the just-ending payment
stream.
NOTICE:
Under no circumstances will the interest rate on this Note be more
than the
maximum rate allowed by applicable law. Whenever increases occur
in the interest
rate, Lender, at its option, may do one or more of the following:
(A) increase
Borrower’s payments to ensure Borrower’s loan will pay off by it original final
maturity date, (B) increase Borrower’s payments to cover accruing interest, (C)
increase the number of Borrower’s payments,
and (D) continue Borrower’s payments at the same amount and increase Borrower’s
final payment.
3. RELEASE
OF BORROWER. Bowfin
Outdoor Advertising & Travel Centers Incorporated is hereby released as a
Borrower of the above described Existing Indebtedness under the
Promissory Note
dated November 10, 2000 between Bowfin Travel Centers, Inc. and
Xxxxxx Outdoor
Advertising Travel Centers Incorporated and First Security Bank
of New Mexico,
N.A. As a result, such party is released from all contractual duties,
obligations and liability that they may have had as Borrower.
ACKNOWLEDGEMENT
BY REMAINING BORROWERS. The
undersigned Borrowers hereby acknowledge the release of XXXXXX
OUTDOOR
ADVERTISING & TRAVEL CENTERS INCORPORATED as a Borrower of the loan as set
forth herein, and ratify and confirm said modified terms and conditions
and
agree that their obligation as Borrower under the loan remains
in full force and
effect.
CONTINUING
VALIDITY. Except
as
expressly changed by this Agreement, the terms of the original
obligation or
obligations, including all agreements evidenced or securing the
obligation(s),
remain unchanged and in full force and effect. Consent by Lender
to this
Agreement does not waive Lender’s right to strict performance of the
obligation(s) as changed, nor obligate Lender to make any future
change in
terms. Nothing in this Agreement will constitute a satisfaction
of the
obligation(s). It is the intention of Lender to retain as liable
parties all
makers and endorsers of the original obligation(s), including accommodation
parties, unless a party is expressly released by Lender in writing.
Any maker or
endorser, including accommodation makers, will not be released
by virtue of this
Agreement. If any person who signed the original obligation does
not sign this
Agreement below, then all persons signing below acknowledge that
this Agreement
is given conditionally, based on the representation to Lender that
the
non-signing party consents to the changes and provisions of this
Agreement or
otherwise will not be released by it. This waiver applies not only
to any
initial extension, modification or release, but also to all such
subsequent
actions.
PRIOR
TO
SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS
AGREEMENT. BORROWER
AGREES
TO THE TERMS OF THE AGREEMENT.
| CHANGE IN TERMS SIGNERS: | ||||
| XXXXXX TRAVEL CENTERS, INC. | ||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
|
|
||||
|
XXXXXXX
X. XXXXXX, PRESIDENT of
XXXXXX
TRAVEL
CENTERS, INC.
|
||||
|
Principal
$541,398.42
|
Loan
Date
11-20-2000
|
Maturity
10-15-2013
|
Loan
No.
0000000000
|
Call
/ Coll
|
Account
1000139549
|
Officer
|
Initials
|
|
References
in the shaded area are for Lender’s use only and do not limit the
applicability of this document to any particular loan or
item.
Any
item above containing “***”
has been omitted due to text length
limitations.
|
|||||||
| Borrower: |
XXXXXX
TRAVEL CENTERS,
INC.
000
XXXXXXXXX
XXXXXXXXX XX
XXXXXXXXXXX,
XX
00000
|
Lender: |
BANK
OF XXX
XXXX
Xxxxxxxxxxx,
XXX #000
000
Xxxxxxxxx, 00xx Xxxxx
Xxxxxxxxxxx,
XX 00000
(888)
457-2692
|
| Principal Amount: $541,398.42 |
Date
of
Agreement: September 29,
2006
|
DESCRIPTION
OF EXISTING INDEBTEDNESS.
Promissory
Note dated November 10, 2000 in the original principal amount of
$541,398.42
with a current balance of $299,299.79.
DESCRIPTION
OF COLLATERAL.
Deed of
Trust dated April 26, 2004; Assignment of Rents dated April 26,
2004; Mortgage
dated December 7, 2004; Assignment of Rents dated December 7, 2004;
Mortgage
dated April 26, 2004; Assignment of Rents dated April 26, 2004;
Line of Credit
Mortgage dated November 10, 2000; Line of Credit Mortgage dated
November 10,
2000; Line of Credit Mortgage dated November 10, 2000; Line of
Credit Mortgage
dated November 10, 2000; Line of Credit Mortgage dated November
10, 2000; Line
of Credit Mortgage dated November 10, 2000; Line of Credit Mortgage
dated
November 10, 2000; Line of Credit Mortgage dated November 10, 2000;
Deed of
Trust dated November 10, 2000; Deed of Trust dated November 10,
2000.
DESCRIPTION
OF CHANGE IN TERMS.
1. The
heading captioned “PAYMENT”
of
the
Promissory Note has been deleted in its entirety and the paragraph
below is
substituted in lieu thereof:
PAYMENT.
Subject
to any payment changes resulting from changes in the Index, Borrower
will pay
this loan in accordance with the following payment schedule: 84 monthly
consecutive principal
and interest
payments in the initial amount of $2,752.07
each,
beginning
October 30, 2006,
with
interest calculated on the
unpaid principal balances at an interest
rate based on the
weekly average yield
on
the United
States
Treasury
securities adjusted
to a constant maturity
of five years (currently
4.660%),
plus
a
margin of 2.600
percentage
points, resulting in an initial rate of 7.260%;
and one principal and interest
payment of $199,819.26
on October
15,
2013,
with
interest calculated on
the
unpaid principal balances at an interest rate based on the weekly
average yield
on the United States Treasury securities adjusted to a constant
maturity of five
years (currently
4.660%), plus a
margin
of
2.600 percentage
points,
resulting
in an initial interest rate of 7.260%. This estimated final payment
is based on
the assumption that all payments will be made exactly as scheduled
and that the
Index does not change; the actual final payment will be for all
principal and
accrued interest not yet paid, together with any other unpaid amounts
under this
Note. Unless otherwise agreed or required by applicable law, payments
will be
applied first to any accrued unpaid interest; then to principal;
then to any
unpaid collection costs; and then to any late charges. The annual
interest rate
for this Note is computed on a 365/360 basis; that is, by applying
the ratio of
the annual interest rate over a year of 360 days, multiplied by
the outstanding
principal balance, multiplied by the actual number of days the
principal balance
is outstanding. Borrower will pay Lender at Lender’s address shown above or at
such other place as Lender may designate in writing.
2. The
heading captioned “VARIABLE
INTEREST RATE”
of the
Promissory Note is deleted in its entirety and the paragraph below
is
substituted in lieu thereof:
VARIABLE
INTEREST RATE. The
interest rate on this Note is subject to change from time to time
based on
changes in an independent index which is the weekly average yield
on the United
States Treasury securities adjusted to a constant maturity of five
years (the
“Index”). The Index is not necessarily the lowest rate charged by Lender
on its
loans. If the Index becomes unavailable during the term of this
loan, Lender may
designate a substitute index after notice to Borrower. Lender will
tell Borrower
the current Index rate upon Borrower’s request. The interest rate change will
not occur more often than each five years. The interest rate may
change on the
five year anniversary date of this Change in Terms Agreement and
every five
years in the same month thereafter. Borrower understands that Lender
may make
loans based on other rates as well. The
index currently is 4.660% per annum. The
CONTINUED
ON NEXT PAGE
| Loan No: 0000000083 |
(Continued)
|
Page
2
|
interest
rate or rates to be applied to the unpaid principal balance
of this Note will be
the rate or rates set forth herein in the “Payment” section. Notwithstanding
any other
provision of this Note, after the first payment stream, the
interest rate for
each subsequent payment stream will be effective as of the
last payment date of
the just-ending payment stream.
NOTICE:
Under no circumstances will the interest rate on this Note
be more than the
maximum rate allowed by applicable law. Whenever increases
occur in the interest
rate, Lender, at its option, may do one or more of the following:
(A) increase
Borrower’s payments to ensure Borrower’s loan will pay off by it original final
maturity date, (B) increase Borrower’s
payments to cover accruing interest, (C) increase the number
of Borrower’s
payments, and (D) continue Borrower’s payments at the same amount and increase
Borrower’s final payment.
RELEASE
OF BORROWER. XXXXXX
OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED is hereby released as a
Borrower of the above
described
Existing Indebtedness under the Promissory Note dated November 10,
2000
between
XXXXXX TRAVEL CENTERS, INC.,
XXXXXX
OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED and FIRST SECURITY BANK.
As a result, such party is released from
all
contractual duties, obligations and liability that they may have had
as
Borrower.
ACKNOWLEDGEMENT
BY REMAINING BORROWERS. The
undersigned Borrowers hereby acknowledge the release of XXXXXX OUTDOOR
ADVERTISING & TRAVEL CENTERS INCORPORATED as a Borrower of the loan as set
forth herein, and ratify and confirm said modified terms and conditions
and
agree that their obligation as Borrower under the loan remains in full
force and
effect.
CONTINUING
VALIDITY. Except
as
expressly changed by this Agreement, the terms of the original obligation
or
obligations, including all agreements evidenced or securing
the obligation(s), remain unchanged and in full force and effect. Consent
by
Lender to this Agreement does not waive Lender’s right to strict performance of
the obligation(s) as changed, nor obligate Lender to make any future
change in
terms. Nothing in this Agreement will constitute a satisfaction of
the
obligation(s). It is the intention of Lender to retain as liable parties
all
makers and endorsers of the original obligation(s), including accommodation
parties, unless a party is expressly released by Lender in writing.
Any maker or
endorser, including accommodation makers, will not be released by virtue
of this
Agreement. If any person who signed the original obligation does not
sign this
Agreement below, then all persons signing below acknowledge that this
Agreement
is given conditionally, based on the representation to Lender that
the
non-signing party consents to the changes and provisions of this Agreement
or
otherwise will not be released by it. This waiver applies not only
to any
initial extension, modification or release, but also to all such subsequent
actions.
PRIOR
TO
SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS
AGREEMENT. BORROWER
AGREES
TO THE TERMS OF THE AGREEMENT.
| CHANGE IN TERMS SIGNERS: | ||||
| XXXXXX TRAVEL CENTERS, INC. | ||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
|
|
||||
|
XXXXXXX
X. XXXXXX, PRESIDENT of XXXXXX
TRAVEL
CENTERS, INC.
|
||||
CHANGE
IN TERMS
AGREEMENT
|
Principal
$705,339.36
|
Loan
Date
11-20-2000
|
Maturity
09-30-2014
|
Loan
No.
0000000000
|
Call
/ Coll
|
Account
1000139549
|
Officer
|
Initials
|
|
References
in the shaded area are for Lender’s use only and do not limit the
applicability of this document to any particular loan or
item.
Any
item above containing “***”
has been omitted due to text length
limitations.
|
|||||||
| Borrower: |
XXXXXX
TRAVEL CENTERS,
INC.
000
XXXXXXXXX
XXXXXXXXX XX
XXXXXXXXXXX,
XX
00000
|
Lender: |
BANK
OF XXX
XXXX
Xxxxxxxxxxx,
XXX #000
000
Xxxxxxxxx, 00xx Xxxxx
Xxxxxxxxxxx,
XX 00000
(888)
457-2692
|
| Principal Amount: $705,339.36 |
Date
of
Agreement: September 29,
2006
|
DESCRIPTION
OF
EXISTING
INDEBTEDNESS. Promissory
Note dated November 10, 2000 in the original principal amount of $705,339.36,
current principal balance of $418,015.95.
DESCRIPTION
OF COLLATERAL.
Deed
of
Trust dated April 26, 2004; Assignment of Rents dated April 26, 2004;
Mortgage
dated December 7, 2004; Assignment of Rents dated December 7, 2004;
Mortgage
dated April 26, 2004; Assignment of Rents dated April 26, 2004; Line
of Credit
Mortgage dated November 10, 2000; Line of Credit Mortgage dated November
10,
2000; Line of Credit Mortgage dated November 10, 2000; Line of Credit
Mortgage
dated November 10, 2000; Line of Credit Mortgage dated November 10,
2000; Line
of Credit Mortgage dated November 10, 2000; Line of Credit Mortgage
dated
November 10, 2000; Line of Credit Mortgage dated November 10, 2000;
Deed of
Trust dated November 10, 2000; Deed of Trust dated November 10,
2000.
DESCRIPTION
OF CHANGE IN TERMS.
1. The
heading captioned “PAYMENT”
of the
Promissory Note is modified as follows:
PAYMENT.
Subject to any payment changes resulting from changes in the Index,
Borrower
will pay this loan in 95 regular payments of $3,843.67 each and one
irregular
last payment estimated at $255,546.00. Borrower’s first payment is due October
30, 2006, and all subsequent payments are due on the same day of each
month
after that. Borrower’s final payment will be due on September 30, 2014, and will
be for all principal and all accrued interest not yet paid. Payments
include
principal and interest. Unless otherwise agreed or required by applicable
law,
payments will be applied first to any accrued unpaid interest; then
to
principal; then to any unpaid collection costs; and then to any late
charges.
Interest on this Note is computed on a 365/360 basis; that is, by applying
the
ratio of the annual interest rate over a year of 360 days, multiplied
by the
outstanding principal balance, multiplied by the actual number of days
the
principal balance is outstanding. Borrower will pay lender at Lender’s address
shown above or at such other place as Lender may designate in
writing.
2. The
heading captioned “VARIABLE
INTEREST RATE”
of the
Promissory Note is modified as follows:
VARIABLE
INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent index which is the
weekly
average yield on the United States Treasury securities adjusted to
a constant
maturity of five years (the “Index”). The Index is not necessarily the lowest
rate charged by Lender on its loans. If the Index becomes unavailable
during the
term of this loan, Lender may designate a substitute index after notice
to
Borrower. Lender will tell Borrower the current Index rate upon Borrower’s
request. The interest rate change will not occur more often than each
five
years. The interest rate may change on the five year anniversary date
of this
Change in Terms Agreement and every five years in the same month thereafter.
Borrower understands that Lender may make loans based on other rates
as well.
The Index currently is 4.660% per annum. The interest rate
to be applied
to the unpaid principal balance of this Note will be the rate of 2.600
percentage points over the Index, resulting in an initial rate of 7.260%
per
annum. NOTICE: Under no circumstances will the interest rate on
this
Note be more than the maximum rate allowed by applicable law. Whenever
increases
occur in the interest rate, Lender, at its option, may do one or more
of the
following: (A) increase Borrower’s payments to ensure Borrower’s loan
will pay off by it original final maturity date, (B) increase Borrower’s
payments to cover accruing interest, (C) increase the number of Borrower’s
payments, and (D) continue Borrower’s payments at the same amount and increase
Borrower’s final payment.
3. RELEASE
OF BORROWER.
Xxxxxx
Outdoor Advertising & Travel Centers Incorporated is hereby released as a
Borrower of the above described Existing Indebtedness under the Promissory
Note
dated November 10, 2000 between Xxxxxx Travel Centers, Inc. and Xxxxxx
Outdoor
Advertising Travel Centers Incorporated and First Security Bank of
New Mexico,
N.A. As a result, such party is released from all contractual duties,
obligations and liability that they may have had as Borrower.
4. ACKNOWLEDGEMENT
BY REMAINING BORROWERS. The
undersigned Borrowers hereby acknowledge the release of XXXXXX OUTDOOR
ADVERTISING & TRAVEL CENTERS INCORPORATED as a Borrower of the loan as set
forth herein, and ratify and confirm said modified terms and conditions
and
agree that their obligation as Borrower under the loan remains in full
force and
effect.
CONTINUING
VALIDITY. Except
as
expressly changed by this Agreement, the terms of the original obligation
or
obligations, including all agreements evidenced or securing the obligation(s),
remain unchanged and in full force and effect. Consent by Lender to
this
Agreement does not waive Lender’s right to strict performance of the
obligation(s) as changed, nor obligate Lender to make any future change
in
terms. Nothing in this Agreement will constitute a satisfaction of
the
obligation(s). It is the intention of Lender to retain as liable parties
all
makers and endorsers of the original obligation(s), including accommodation
parties, unless a party is expressly released by Lender in writing.
Any maker or
endorser, including accommodation makers, will not be released by virtue
of this
Agreement. If any person who signed the original obligation does not
sign this
Agreement below, then all persons signing below acknowledge that this
Agreement
is given conditionally, based on the representation to Lender that
the
non-signing party consents to the changes and provisions of this Agreement
or
otherwise will not be released by it. This waiver applies not only
to any
initial extension, modification or release, but also to all such subsequent
actions.
PRIOR
TO
SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS
AGREEMENT. BORROWER
AGREES
TO THE TERMS OF THE AGREEMENT.
| CHANGE IN TERMS SIGNERS: | ||||
| XXXXXX TRAVEL CENTERS, INC. | ||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
|
|
||||
|
XXXXXXX
X. XXXXXX, PRESIDENT of
XXXXXX
TRAVEL
CENTERS, INC.
|
||||
CHANGE
IN TERMS
AGREEMENT
|
Principal
$2,527,184.93
|
Loan
Date
11-20-2000
|
Maturity
09-30-2008
|
Loan
No.
0000000000
|
Call
/ Coll
|
Account
1000139549
|
Officer
|
Initials
|
|
References
in the shaded area are for Lender’s use only and do not limit the
applicability of this document to any particular loan or
item.
Any
item above containing “***”
has been omitted due to text length
limitations.
|
|||||||
| Borrower: |
XXXXXX
TRAVEL CENTERS,
INC.
000
XXXXXXXXX
XXXXXXXXX XX
XXXXXXXXXXX,
XX
00000
|
Lender: |
BANK
OF XXX
XXXX
Xxxxxxxxxxx,
XXX #000
000
Xxxxxxxxx, 00xx Xxxxx
Xxxxxxxxxxx,
XX 00000
(888)
457-2692
|
| Principal Amount: $2,527,184.93 |
Date
of
Agreement: September 29,
2006
|
DESCRIPTION
OF EXISTING INDEBTEDNESS. Promissory Note
dated November 10, 2000 in the original principal amount of $2,527,184.93
with
the current principal balance of $629,374.62.
DESCRIPTION
OF COLLATERAL. Deed
of
Trust dated April 26, 2004; Assignment of Rents dated April 26,
2004; Mortgage
dated December 7, 2004; Assignment of Rents dated December 7, 2004;
Mortgage
dated April 26, 2004; Assignment of Rents dated April 26, 2004;
Line of Credit
Mortgage dated November 10, 2000; Line of Credit Mortgage dated
November 10,
2000; Line of Credit Mortgage dated November 10, 2000; Line of
Credit Mortgage
dated November 10, 2000; Line of Credit
Mortgage dated November 10, 2000; Line of Credit Mortgage dated
November 10,
2000; Line of Credit Mortgage dated November 10, 2000; Line of
Credit Mortgage
dated November 10, 2000; Deed of Trust dated November 10, 2000;
Deed of Trust
dated November 10, 2000.
DESCRIPTION
OF CHANGE IN TERMS.
1. Modification
of Interest Rate. The
payment of interest as described in the Promissory Note has been
modified as
follows: interest shall accrue at a rate of 7.260% per annum on
the unpaid
principal balance.
2. The
heading captioned“PAYMENT”
of
the
Promissory Note is deleted in its entirety and the paragraph below
is
substituted in lieu thereof:
PAYMENT.
Borrower
will pay this loan in 23 regular payments of $5,787.12 each and
one irregular
last payment estimated at $585,765.30. Borrower’s first payment is due October
30, 2006, and all subsequent payments are due on the same day of
each month
after that. Borrower’s final payment will be due on September 30, 2008, and will
be for all principal and all accrued interest not yet paid. Payments
include
principal and interest. Unless otherwise agreed or required by
applicable law,
payments will be applied first to any accrued unpaid interest;
then to
principal; then to any unpaid collection costs; and then to any
late charges.
The annual interest rate for this Note is computed on a 365/360
basis; that is,
by applying the ratio of the annual interest rate over a year of
360 days,
multiplied by the outstanding principal balance, multiplied by
the actual number
of days the principal balance is outstanding. Borrower will pay
Lender at
Lender’s address shown above or at such other place as Lender may designate
in
writing.
3. RELEASE
OF BORROWER. XXXXXX
OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED is hereby released as a
Borrower of the
above
described Existing Indebtedness under the Promissory Note dated
November 10,
2000 between XXXXXX TRAVEL CENTERS, INC., XXXXXX
OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED and FIRST SECURITY BANK.
As a result, such party is released from
all
contractual duties, obligations and liability that they may have
had as
Borrower.
ACKNOWLEDGEMENT
BY REMAINING BORROWERS. The
undersigned Borrowers hereby acknowledge the release of XXXXXX
OUTDOOR
ADVERTISING & TRAVEL CENTERS INCORPORATED as a Borrower of the loan as set
forth herein, and ratify and confirm said modified terms and conditions
and
agree that their obligation as Borrower under the loan remains
in full force and
effect.
CONTINUING
VALIDITY. Except
as
expressly changed by this Agreement, the terms of the original
obligation or
obligations, including all agreements evidenced or securing the
obligations),
remain unchanged and in full force and effect. Consent by Lender
CONTINUED
ON NEXT PAGE
| Loan No: 0000000125 |
(Continued)
|
Page
2
|
to
this
Agreement does not waive Lender’s right to strict performance of the obligations
as changed, nor obligate Lender to make any future change in terms.
Nothing in
this Agreement will constitute a satisfaction of the obligation(s).
it is the
intention of Lender to retain as liable parties all makers and
endorsers of the
original obligation{s), including accommodation parties, unless
a party is
expressly released by Lender in writing. Any maker or endorser,
including
accommodation makers, will not be released by virtue of this Agreement.
If any
person who signed the original obligation does not sign this Agreement
below,
then all persons signing below acknowledge that this Agreement
is given
conditionally, based on the representation to Lender that the non-signing
party
consents to the changes and provisions of this Agreement or otherwise
will not
be released by it. This waiver applies not only to any initial
extension,
modification or release, but also to all such subsequent actions.
PRIOR
TO
SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS
AGREEMENT. BORROWER AGREES
TO
THE TERMS OF THE AGREEMENT.
| BORROWER: | ||||
| XXXXXX TRAVEL CENTERS, INC. | ||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
|
|
||||
|
XXXXXXX
X. XXXXXX, President of
XXXXXX
TRAVEL
CENTERS, INC.
|
||||
CHANGE
IN TERMS
AGREEMENT
|
Principal
$750,000.00
|
Loan
Date
01-14-2004
|
Maturity
01-31-2011
|
Loan
No.
0000000000
|
Call
/ Coll
|
Account
1000139549
|
Officer
|
Initials
|
|
References
in the shaded area are for Lender’s use only and do not limit the
applicability of this document to any particular loan or
item.
Any
item above containing “***”
has been omitted due to text length
limitations.
|
|||||||
| Borrower: |
XXXXXX
TRAVEL CENTERS,
INC.
000
XXXXXXXXX
XXXXXXXXX XX
XXXXXXXXXXX,
XX
00000
|
Lender: |
BANK
OF XXX
XXXX
Xxxxxxxxxxx,
XXX #000
000
Xxxxxxxxx, 00xx Xxxxx
Xxxxxxxxxxx,
XX 00000
(888)
457-2692
|
| Principal Amount: $750,000.00 |
Date
of
Agreement: September 29,
2006
|
DESCRIPTION
OF EXISTING INDEBTEDNESS. Promissory
Note dated January 14, 2004 in the original principal amount of $750,000.00
with
the current principal balance of $520,904.87.
DESCRIPTION
OF COLLATERAL.
Deed
of
Trust dated April 26, 2004; Assignment of Rents dated April 26, 2004;
Mortgage
dated December 7, 2004; Assignment of Rents dated December 7, 2004;
Mortgage
dated April 26, 2004; Assignment of Rents dated April 26, 2004; Line
of Credit
Mortgage dated November 10, 2000; Line of Credit Mortgage dated November
10,
2000; Line of Credit Mortgage dated November 10, 2000; Line of Credit
Mortgage
dated November 10, 2000; Line of Credit Mortgage dated November 10,
2000; Line
of Credit Mortgage dated November 10, 2000; Line of Credit Mortgage
dated
November 10, 2000; Line of Credit Mortgage dated November 10, 2000;
Deed of
Trust dated November 10, 2000; Deed of Trust dated November 10, 2000.
DESCRIPTION
OF CHANGE IN TERMS.
1. The
heading captioned “PAYMENT”
of the
Promissory Note is deleted in its entirety and the paragraph below
is
substituted in lieu thereof:
PAYMENT.
Subject
to any payment changes resulting from changes in the Index, Borrower
will pay
this loan in 51 regular payments of $4,789.74 each and one irregular
last
payment estimated at $428,726.84. Borrower’s first payment is due October 30,
2006, and all subsequent payments are due on the same day of each month
after
that. Borrower’s final payment will be due on January 31, 2011, and will be for
all principal and all accrued interest not yet paid. Payments include
principal
and interest. Unless otherwise agreed or required by applicable law,
payments
will be applied first to any accrued unpaid interest; then to principal;
then to
any unpaid collection costs; and then to any late charges. The annual
interest
rate for this Note is computed on a 365/360 basis; that is, by applying
the
ratio of the annual interest rate over a year of 360 days, multiplied
by the
outstanding principal balance, multiplied by the actual number of days
the
principal balance is outstanding, Borrower will pay Lender at Lender’s address
shown above or at such other place as Lender may designate in
writing.
2. The
heading captioned “VARIABLE
INTEREST RATE”
of the
Promissory Note is deleted in its entirety and the paragraph below
is
substituted in lieu thereof:
VARIABLE
INTEREST RATE.
The
interest rate on this Note is subject to change from time to time based
on
changes in an independent index which is the weekly average yield on
the United
States Treasury securities adjusted to a constant maturity of five
years (the
“Index”). The Index is
not necessarily
the lowest
rate
charged by Lender on
its loans.
If
the
Index
becomes unavailable
during the term of
this
loan, Lender may designate a substitute index after notice to Borrower.
Lender
will tell Borrower the current Index rate upon Borrower’s request. The interest
rate change will not occur more often than each five years. The interest
rate
may change on the five year anniversary date of this Change in
Terms
Agreement
and
every
five years in the same month
thereafter. Borrower understands that Lender may make
loans
based
on
other
rates as well. The
Index currently is 4.660% per annum. The interest rate to be applied
to the
unpaid principal balance of this Note will be the rate of 2.600 percentage
points over the Index, resulting in an initial rate of 7.260% per
annum.
NOTICE:
Under no circumstances will the interest rate on this Note be more
than the
maximum rate allowed by applicable law. Whenever increases occur in
the interest
rate, Lender, at its option, may do one or more of the following: (A)
increase
Borrower’s payments to ensure Borrower’s loan will pay off by it original final
maturity date, IB) increase Borrower’s payments to cover accruing interest, (C)
increase the number of Borrower’s payments, and (D) continue Borrower’s payments
at the same amount and increase Borrower’s final payment.
CONTINUED
ON NEXT PAGE
| Loan No: 0000000166 |
(Continued)
|
Page
2
|
CONTINUING
VALIDITY. Except
as
expressly changed by this Agreement, the terms of the original
obligation or
obligations, including all agreements evidenced or securing the
obligation(s),
remain unchanged and in full force and effect. Consent by Lender
to
this Agreement does not waive
Lender’s
right to strict performance of
the obligation(s)
as
changed,
nor obligate
Lender to make any future
change
in
terms. Nothing
in this Agreement will constitute a satisfaction of the obligation(s).
It is the
intention of Lender to retain as liable parties all makers and
endorsers of the
original obligation(s), including accommodation parties, unless
Lender expressly
releases a party in writing. Any maker or endorser, including accommodation
makers, will not be released by virtue of this Agreement. If any
person who
signed the original obligation does not sign this Agreement below,
then all
persons signing below acknowledge that this Agreement is given
conditionally,
based on the representation to
Lender
that the
non-signing
party consents
to
the
changes
and
provisions of
this
Agreement or
otherwise
will not be released by it. This waiver applies not only to any
initial
extension, modification or release, but also to all such subsequent
actions.
PRIOR
TO
SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS
AGREEMENT. BORROWER
AGREES
TO THE TERMS OF THE AGREEMENT.
| CHANGE IN TERMS SIGNERS: | ||||
| XXXXXX TRAVEL CENTERS, INC. | ||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
|
|
||||
|
XXXXXXX
X. XXXXXX, PRESIDENT of
XXXXXX
TRAVEL
CENTERS, INC.
|
||||
CHANGE
IN TERMS
AGREEMENT
|
Principal
$2,175,000.00
|
Loan
Date
04-26-2004
|
Maturity
02-28-2015
|
Loan
No.
0000000000
|
Call
/ Coll
|
Account
1000139549
|
Officer
|
Initials
|
|
References
in the shaded area are for Lender’s use only and do not limit the
applicability of this document to any particular loan or
item.
Any
item above containing “***”
has been omitted due to text length
limitations.
|
|||||||
| Borrower: |
XXXXXX
TRAVEL CENTERS,
INC.
000
XXXXXXXXX
XXXXXXXXX XX
XXXXXXXXXXX,
XX
00000
|
Lender: |
BANK
OF XXX
XXXX
Xxxxxxxxxxx,
XXX #000
000
Xxxxxxxxx, 00xx Xxxxx
Xxxxxxxxxxx,
XX 00000
(888)
457-2692
|
| Principal Amount: $2,175,000.00 |
Date
of
Agreement: September 29,
2006
|
DESCRIPTION
OF EXISTING INDEBTEDNESS. Promissory
Note dated April 26, 2004 in the original principal amount of
$2,175,000.00 with
a current principal balance of $2,108,739.01.
DESCRIPTION
OF COLLATERAL. Deed
of
Trust dated April 26, 2004; Assignment of Rents dated April 26,
2004; Mortgage
dated December 7, 2004; Assignment of Rents dated December 7,
2004; Mortgage
dated April 26, 2004; Assignment of Rents dated April 26, 2004;
Line of Credit
Mortgage dated November 10, 2000; Line of Credit Mortgage dated
November 10,
2000; Line of Credit Mortgage dated November 10, 2000; Line of
Credit Mortgage
dated November 10, 2000; Line of Credit Mortgage dated November
10, 2000; Line
of Credit Mortgage dated November 10, 2000; Line of Credit Mortgage
dated
November 10, 2000; Line of Credit Mortgage dated November 10,
2000; Deed of
Trust dated November 10, 2000; Deed of Trust dated November 10,
2000.
DESCRIPTION
OF CHANGE IN TERMS.
1. The
heading captioned “PAYMENT”
of
the
Promissory Note is modified as follows:
PAYMENT.
Subject
to any payment changes resulting from changes in the Index, Borrower
will pay
this loan in 100 regular payments of $19,389.93 each and one
irregular last
payment estimated at $1,230,145.58. Borrower’s first payment is due October 30,
2006, and all subsequent payments are due on the same day of
each month after
that. Borrower’s final payment will be due on February 28, 2015, and will be
for
all
principal and all accrued interest not
yet
paid.
Payments include principal and interest. Unless otherwise agreed
or required
by applicable law, payments will be applied first to any unpaid
collection
costs; then to any late charges; then to any accrued unpaid interest;
and then
to principal. The annual interest rate for this Note is computed
on a 365/360
basis; that is, by applying the ratio of the annual interest
rate over a year of
360 days, multiplied by the outstanding principal balance, multiplied
by the
actual number of days the principal balance is outstanding. Borrower
will pay
Lender at Lender’s address shown above or at such other place as Lender may
designate in writing.
2. The
heading captioned “VARIABLE
INTEREST RATE”
of
the
Promissory Note is deleted in its entirety and the paragraph
below is
substituted in lieu thereof:
VARIABLE
INTEREST RATE. The
interest rate on this Note is subject to change from time to
time based on
changes in an independent index which is the weekly average yield
on the United
States Treasury securities adjusted to a constant maturity of
five years (the
“Index”). The Index is not necessarily the lowest rate charged by Lender
on its
loans. If the Index becomes unavailable during the term of this
loan, Lender may
designate a substitute index after notice to Borrower. Lender
will tell Borrower
the current Index rate upon Borrower’s request. The interest rate change will
not occur more often than each five years. The interest rate
may change on the
five year anniversary date of this Change in Terms Agreement
and every five
years in the same month thereafter. Borrower understands that
Lender may make
loans based on other rates as well. The
Index currently is 4.660% per annum. The interest rate to be
applied to the
unpaid principal balance of this Note will be the rate of 2.600
percentage
points over the Index, resulting in an initial rate of 7.260%
per annum.
NOTICE:
Under no circumstances will the interest rate on this Note be
more than the
maximum rate allowed by applicable law. Whenever increases occur
in the interest
rate, Lender, at its option, may do one or more of the following:
(A) increase
Borrower’s payments to ensure Borrower’s loan will pay off by it original final
maturity date, (B) increase Borrower’s payments to cover accruing interest, (C)
increase the number of Borrower’s payments, and (D) continue Borrower’s payments
at the same amount and increase Borrower’s final payment.
CONTINUING
VALIDITY.
Except
as expressly changed by this Agreement, the terms of the original
obligation or
obligations, including all agreements evidenced or securing the
obligation(s),
remain unchanged and in full force and effect. Consent by Lender
to this
Agreement does not waive Lender’s right to strict performance of the
obligation(s) as changed, nor obligate Lender to make any future
change in
terms. Nothing in this Agreement will constitute a satisfaction
of the
obligation(s). It is the
CONTINUED
ON NEXT PAGE
|
CHANGE
IN TERMS
AGREEMENT
|
||
| Loan No: 0000000190 |
(Continued)
|
Page
2
|
intention
of Lender to retain as liable parties all makers and endorsers
of the original
obligation(s), including accommodation parties,
unless a party is expressly released by Lender in writing. Any
maker or
endorser, including accommodation makers, will not be released
by virtue of this
Agreement. If any person who signed the original obligation does
not sign this
Agreement below, then all persons signing below acknowledge that
this Agreement
is given conditionally, based on the representation to Lender that
the
non-signing party consents to the changes and provisions of this
Agreement or
otherwise will not be released by it. This waiver applies not only
to any
initial extension, modification or release, but also to all such
subsequent
actions.
PRIOR
TO
SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS
AGREEMENT. BORROWER
AGREES
TO THE TERMS OF THE AGREEMENT.
| CHANGE IN TERMS SIGNERS: | ||||
| XXXXXX TRAVEL CENTERS, INC. | ||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
|
|
||||
|
XXXXXXX
X. XXXXXX, PRESIDENT of
XXXXXX
TRAVEL
CENTERS, INC.
|
||||
CHANGE
IN TERMS
AGREEMENT
|
Principal
$500,000.00
|
Loan
Date
12-07-2004
|
Maturity
11-30-2014
|
Loan
No.
0000000000
|
Call
/ Coll
|
Account
1000139549
|
Officer
|
Initials
|
|
References
in the shaded area are for Lender’s use only and do not limit the
applicability of this document to any particular loan or
item.
Any
item above containing “***”
has been omitted due to text length
limitations.
|
|||||||
| Borrower: |
XXXXXX
TRAVEL CENTERS,
INC.
000
XXXXXXXXX
XXXXXXXXX XX
XXXXXXXXXXX,
XX
00000
|
Lender: |
BANK
OF XXX
XXXX
Xxxxxxxxxxx,
XXX #000
000
Xxxxxxxxx, 00xx Xxxxx
Xxxxxxxxxxx,
XX 00000
(888)
457-2692
|
| Principal Amount: $500,000.00 |
Date
of
Agreement: September 29,
2006
|
DESCRIPTION
OF EXISTING INDEBTEDNESS. Promissory
Note dated
December 7, 2004 in the original principal amount of $500,000.00 with
the
current principal balance of $487,750.87.
DESCRIPTION
OF COLLATERAL. Deed
of
Trust dated April 26, 2004; Assignment of Rents dated April 26, 2004;
Mortgage
dated December 7, 2004; Assignment of Rents dated December 7, 2004;
Mortgage
dated April 26, 2004; Assignment of Rents dated April 26, 2004; Line
of Credit
Mortgage dated November 10, 2000; Line of Credit Mortgage dated November
10,
2000; Line of Credit Mortgage dated November 10, 2000; Line of Credit
Mortgage
dated November 10, 2000; Line of Credit Mortgage dated November 10,
2000; Line
of Credit Mortgage dated November 10, 2000; Line of Credit Mortgage
dated
November 10, 2000; Line of Credit Mortgage dated
November
10, 2000; Deed of Trust
dated November 10, 2000; Deed of Trust dated November 10, 2000.
DESCRIPTION
OF CHANGE IN TERMS.
1. The
heading captioned “PAYMENT”
of
the
Promissory Note is deleted in its entirety and the paragraph below
is
substituted in lieu thereof:
PAYMENT.
Subject
to any payment changes resulting from changes in the index. Borrower
will pay
this loan in 97 regular payments of $4,484.89 each and one irregular
last payment estimated at $292,802.58. Borrower’s first payment is due October
30, 2006, and all subsequent payments are due on the same day of each
month
after that. Borrower’s final payment will be due on November 30, 2014, and will
be for all principal and all accrued interest not yet paid. Payments
include
principal and interest. Unless otherwise agreed or required by applicable
law,
payments will be applied first to any accrued unpaid interest; then
to
principal; then to any unpaid collection costs; and then to any late
charges.
The annual interest rate for this Note is computed on a 365/360 basis;
that is,
by applying the ratio of the annual interest rate over a year of 360
days,
multiplied by the
outstanding principal balance, multiplied by the actual number of days
the
principal balance is outstanding. Borrower will pay Lender at Lender’s address
shown above or at such other place as Lender may designate in
writing.
2. The
heading captioned “VARIABLE
INTEREST RATE” of
the
Promissory Note is deleted in its entirety and the paragraph below
is
substituted in lieu thereof:
VARIABLE
INTEREST RATE. The
interest rate on this Note is subject to change from time to time based
on
changes in an independent index which is the weekly average yield on
the United
States Treasury securities adjusted to a constant maturity of five
years (the
“Index”). The Index is not necessarily the lowest rate charged by Lender on
its
loans. If the Index becomes unavailable during the term of this loan,
Lender may
designate a substitute index after notice to Borrower. Lender will
tell Borrower
the current Index rate upon Borrower’s request. The interest rate change will
not occur more often than each five years. The interest rate may change
on the
five year anniversary date of this Change in Terms Agreement and every
five
years in the same month thereafter. Borrower understands that Lender
may make
loans based on other rates as well. The
Index currently is 4.660% per annum. The interest rate to be applied
to the
unpaid principal balance of this Note will be the rate of 2.600 percentage
points over the Index, resulting in an initial rate of 7.260% per annum.
NOTICE:
Under no circumstances will the interest rate on this Note be
more
than the maximum rate allowed by applicable law. Whenever increases
occur in the
interest rate, Lender, at its option, may do one or more of the following:
(A)
increase Borrower’s payments to ensure Borrower’s loan will pay off by it
original final maturity date, (B} increase Borrower’s payments to cover accruing
interest, (C) increase the number of Borrower’s payments, and (D) continue
Borrower’s payments at the same amount and increase Borrower’s final
payment.
CONTINUED
ON NEXT PAGE
|
CHANGE
IN TERMS
AGREEMENT
|
||
| Loan No: 0000000166 |
(Continued)
|
Page
2
|
CONTINUING
VALIDITY. Except
as
expressly changed by this Agreement, the terms of the original
obligation or
obligations, including all agreements evidenced or securing the
obligation(s),
remain unchanged and in full force and effect. Consent by Lender
to this
Agreement does not waive Lender’s right to strict
performance of the obligation(s) as changed, nor obligate Lender
to make any
future change in terms. Nothing in this
Agreement will constitute a satisfaction of the obligation(s).
It is the
intention of Lender to retain as liable parties all makers and
endorsers of the
original obligation(s), including accommodation parties, unless
a party is
expressly released by Lender in writing. Any maker or endorser,
including
accommodation makers, will not he released by virtue of this Agreement.
If any
person who signed the original obligation does not sign this Agreement
below,
then all persons signing below acknowledge that this Agreement
is given
conditionally, based on the representation to Lender that the non-signing
party
consents to the changes and provisions of this Agreement of otherwise
will not
be released by it. This waiver applies not only to any initial
extension,
modification or release, but also to all such subsequent actions.
PRIOR
TO
SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS
AGREEMENT. BORROWER
AGREES
TO THE TERMS OF THE AGREEMENT.
| CHANGE IN TERMS SIGNERS: | ||||
| XXXXXX TRAVEL CENTERS, INC. | ||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
|
|
||||
|
XXXXXXX
X. XXXXXX, PRESIDENT of
XXXXXX
TRAVEL
CENTERS, INC.
|
||||
