AMENDMENT
to
SECURITY AGREEMENT
This Amendment to Security Agreement is entered into and effective as of July
__, 2000. In consideration of their mutual agreements herein and for other
sufficient consideration, the receipt of which is hereby acknowledged, ITEC
ATTRACTIONS, INC., a Nevada corporation, successor by merger to International
Tourist Entertainment Corporation ("Debtor") and BANK OF AMERICA, N.A., formerly
Boatmen's Bank of Southern Missouri ("Secured Party") agree as follows:
1. Definitions. The term "Original Security Agreement" means the Security
Agreement between Debtor and Secured Party dated July 30, 1993. The term "this
Amendment" means this Amendment to Security Agreement. Capitalized terms used
and not otherwise defined herein have the meanings defined in the Original
Security Agreement.
2. Amendments to Security Agreement. The Original Security Agreement is hereby
amended as follows:
2.1. Obligations Secured. Section 1 of the Original Security Agreement is
amended by deleting the first paragraph thereof (beginning with the words "FOR
VALUABLE CONSIDERATION" and ending with the words "additions and accessions
thereto:" in its entirety and substituting the following in lieu thereof:
"FOR VALUABLE CONSIDERATION, the receipt and sufficiency of
which is hereby acknowledged, Debtor hereby grants to Secured
Party a security interest in and assigns to Secured Party, as
collateral security to secure the performance and the payments
all indebtedness (whether principal, interest, fees, or
otherwise), obligations and liabilities of Debtor to Secured
Party and all of the Loan Obligations (as that term is defined
in that certain Amended and Restated Term Note and Credit
Agreement dated as of July ___, 2000, as it may be amended,
restated, extended, renewed, replaced, or otherwise modified
from time to time, the "Note and Credit Agreement"), in each
case whether now existing or hereafter created, absolute or
contingent, direct or indirect, joint or several, secured or
unsecured, due or not due, contractual or tortious, liquidated
or unliquidated, arising by operation of law or otherwise, or
acquired by Secured Party outright, conditionally or as
collateral security from another, including but not limited to
the obligation of Debtor to repay future advances by Secured
Party, whether or not made pursuant to commitment and whether
or not presently contemplated by Debtor and Secured Party and
(to the extent permitted by law) all costs of collection
thereof, the following described property of Debtor
(hereinafter sometimes referred to as the "Collateral"), and
all proceeds (including but not limited to insurance
proceeds), increases, replacements, additions and accessions
thereto:".
2.2. Representations and Covenants Regarding Disposition of Collateral.
Section 3(c) of the Original Security Agreement is hereby amended by deleting
the words "except in connection with the offer and sale of Debtor's debentures
or other debt in a principal amount not to exceed Three Million Five Hundred
Thousand Dollars ($3,500,000)".
2.3. Representations and Covenants Regarding Insurance. Section 3(e) of the
Original Security Agreement is hereby amended by replacing the words "Loan
Agreement between Debtor and Secured Party dated July 30, 1993" with the words
"Note and Credit Agreement".
2.4. Conflict Between Agreements. The Original Security Agreement is hereby
amended by inserting the following new Section 9:
"9. Conflicts. In the event of a direct and irreconcilable
conflict between the terms of this Agreement and the terms of
the Note and Credit Agreement, the terms of the Note and
Credit Agreement shall control."
3. Reaffirmation. Debtor hereby acknowledges and confirms that except as
expressly amended hereby the Original Security Agreement remains in full force
and effect and is enforceable against Debtor in accordance with its terms,
except to the extent that the enforceability thereof against Debtor may be
limited by bankruptcy, insolvency or other laws affecting the enforceability of
creditors rights generally or by equity principles of general application.
IN WITNESS WHEREOF, this Amendment has been executed as of the day and
year first above written.
"Debtor"
ITEC ATTRACTIONS, INC.
By:___________________________________
Name:_________________________________
Title:__________________________________
"Secured Party"
BANK OF AMERICA, N.A., formerly Boatmen's Bank of
Southern Missouri
By:___________________________________
Name:_________________________________
Title:__________________________________
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