Exhibit 10.25
Loan Agreement between the Registrant and Source
Capital/TPM Holding, Inc., and Promissory Note, dated March
1995.
ADDITIONAL ADVANCE PROMISSORY NOTE
$500,000.00 Las Vegas, Nevada
March _____, 1995
The undersigned, jointly and severally ("the Borrower"), for value
received, hereby promise to pay to the order of SOURCE CAPITAL CORPORATION
("Lender") the principal sum of Five Hundred Thousand and No/100 Dollars
($500,000.00) and to pay interest on the unpaid principal hereof, from the date
hereof until the principal hereof is paid or renewed, at the rate of fifteen
percent (15%) per annum, together with all costs and fees, including reasonable
attorneys' fees incurred by Lender in enforcing the obligations of this Note.
The principal hereof and interest hereon are payable to Lender at 0000 X.
Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000 or at such other place as the
Lender may direct, in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts. Principal and interest shall be advanced and payable as follows:
a. Concurrently with the execution hereof, Lender shall advance
Borrower up to the sum of $200,000.00, less Lender's loan costs as agreed
to by and between Borrower and Lender.
b. Upon Borrower's request, but in Lender's sole and exclusive
discretion, on or about April , 1995, Lender may advance Borrower an
additional sum up to $300,000.00, less Lender's loan costs as agreed to by
and between Lender and Borrower.
c. Each advance hereunder, as of the date hereof, shall bear interest
at the rate of fifteen percent (15%) per annum.
d. All payments received hereunder shall be applied first against
costs, then against interest, and then against principal.
e. In all events, the entire balance, both principal and accrued
interest, shall be due and payable no later than June 25, 1995.
The undersigned shall have the right at any time to prepay the whole or any
part hereof, but any such additional payments shall be credited first upon
accrued interest and then upon principal.
This Note is secured by a Deed of Trust ("Deed of Trust") executed on or
about June 10, 1994, encumbering property located in Xxxxx County, Nevada, to
which reference is hereby made for a description of the nature and extent of the
security provided thereby and the rights and limitations of rights of the Lender
and of the Borrower in respect of such security.
If default be made with respect to any payment herein provided for, or in
case of an event of default (as defined in the Deed of Trust or any other
document executed in connection therewith or
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referred to therein, to secure this Note, collectively referred to as "Loan
Instruments") shall occur, the principal of this Note and any accrued interest
and all other indebtedness secured or to be secured thereby may be declared due
and payable in the manner and with the effect provided in the Loan Instruments.
If default be made in the payment of principal or interest when due
hereunder, or if default be made under any of the Loan Instruments and after
notice as provided in said security documents, if any, at the option of holder
of this note, the whole amount then unpaid shall be due and collectible, whether
due by lapse of time or not, and the same shall thereafter bear interest at the
rate of nineteen percent (19%) per annum. Failure to exercise this option shall
not constitute a waiver of the right to exercise the same at any other time.
In the event that Borrower defaults with respect to any payment herein
provided for or in case of an event of default under any of the Loan
Instruments, the Lender shall have the right, at the Borrower's expense, to
retain an attorney or collection agency to make any demand, enforce any remedy,
or otherwise protect its rights under this Note and the Loan Instruments. The
Borrower hereby promises to pay all costs, fees and expenses so incurred by the
Lender, including, without limitation, reasonable attorneys' fees (with or
without arbitration or litigation), arbitration and court costs, collection
agency charges, notice expenses and title search expenses, and the failure of
the defaulting Borrower to pay the same shall, in itself, constitute a further
and additional default. In the event that suit or action or arbitration is
instituted by the Lender to enforce this Note or any rights under the Loan
Instruments, the Borrower hereby promises to pay, in addition to costs and
expenses provided by statute or otherwise, such sums as the court may adjudge
reasonable as attorneys' fees in such proceeding and on any appeals from any
judgment or decree entered therein and the costs and attorneys' fees for
collection of the amount due therein. Time is of the essence. All reimbursements
and payments required by this paragraph shall be immediately due and payable on
demand. The Makers, Borrowers, drawers and endorsers severally waive presentment
for payment, protest, notice of protest and notice of nonpayment of this Note.
XXXXXX XXXXXXXX MANAGEMENT
COMPANY, INC., formerly known as XXXXXX
XXXXXXXX HOTEL & CASINO, INC.
By: _____________________________
Its: __________________________
XXXXXX XXXXXXXX RESORTS, INC.
By: _____________________________
Its: __________________________
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AFTER RECORDING, RETURN TO:
XXXXXXX X. XXXXXX
Witherspoon, Kelley, Xxxxxxxxx & Toole
000 Xxxx Xxxxxxxxx, Xxx 0000
Xxxxxxx XX 00000-0000
ADDITIONAL ADVANCE MODIFICATION
OF DEED OF TRUST
THIS MODIFICATION AGREEMENT is entered into this _ day of March, 1995, by
and between XXXXXX XXXXXXXX MANAGEMENT COMPANY, INC., formerly known as XXXXXX
XXXXXXXX HOTEL & CASINO, INC. and XXXXXX XXXXXXXX RESORTS, INC., (hereinafter
referred to as "Borrower"), and SOURCE CAPITAL CORPORATION (hereinafter referred
to as "Lender").
RECITALS
1. On or about June 13, 1994, Borrower made, executed and delivered to
Lender its Promissory Note, in writing, in the original principal amount of One
Million Dollars ($ 1,000,000.00) together with interest thereon at a variable
rate (hereinafter referred to as the "Note").
2. At the same time as the execution and delivery of the Note, and in order
to secure repayment of the same, Borrower executed, in favor of Lender, a Deed
of Trust (hereinafter referred to as ("Deed of Trust"), encumbering certain real
property located in Xxxxx County, Nevada, (the "property"), and legally
described as follows, to-wit:
See Exhibit "A" attached hereto and by this reference made a part
hereof.
The Deed of Trust was thereafter recorded under Xxxxx County Instrument No.
00816 ill Book 940615, records of Xxxxx County, Nevada.
3. On or about December 1, 1994, Borrower made, executed and delivered to
Lender its Promissory Note in the original principal amount of One Million One
Hundred Thousand and No/100 Dollars ($ 1,100,000.00), together with interest
thereon at a variable rate, the repayment of which was secured by an additional
Deed of Trust encumbering the property (hereinafter referred to as the "Second
Note" and "Second Deed of Trust", respectively). The Second Deed of Trust was
recorded on or about December 2, 1994, as Instrument No. 01626, in Book 941202,
records of Xxxxx County, Nevada.
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4. Borrower has requested that Lender advance it additional funds, up to a
maximum additional amount of $500,000.00, the repayment of which will be secured
by the Deed of Trust. Lender is willing to make the advance to Borrower, upon
the terms and conditions set forth herein and in the Additional Advance
Promissory Note, to be executed concurrently herewith by Borrower in favor of
Lender.
5. The Note, Deed of Trust, Second Note, Second Deed of Trust, and this
Modification Agreement, and any other document executed in connection therewith
or referred to therein, may hereinafter be referred to as the "Loan Documents."
NOW, THEREFORE, in consideration of their mutual benefits contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Borrower and Lender hereby agree as follows:
A. Concurrently with the execution of this Modification Agreement, Borrower
shall execute and deliver its Additional Advance Promissory Note in the
principal amount of Five Hundred Thousand and No/100 Dollars ($500,000.00),
together with interest thereon at the rate of fifteen percent (15%) per annum. A
true and correct copy of the Additional Advance Promissory Note is attached
hereto as Exhibit "B".
B. the payment and performance of Borrower's obligations under the
Additional Advance Note shall be secured by the Deed of Trust and Loan Documents
and in event of default by Borrower in the payment and performance of the
Additional Advance Note shall entitle Lender to all the rights and remedies for
default under the Deed of Trust and Loan Documents.
C. The Deed of Trust and Second Deed of Trust shall continue to secure the
payment and performance of Borrower's obligations to Lender under the First
Note, Second Note, and the Loan Documents.
D. In the event Borrower shall, it any time, be or have been in default
hereunder or under the Loan Documents, Lender shall have the right, at
Borrower's sole expense, to enter upon the property, either by itself or
through its agent, for the purpose of conducting an MAI appraisal of the
property. The cost of the appraisal shall be payable by Borrower to lender on
demand, and shall bear interest at the Note rate. It is expressly agreed and
understood by Borrower that the occurrence of such a default shall be deemed to
increase Lender's risk hereunder, thereby creating a need for Lender to have the
information contained in an MAI appraisal of the property.
E. It is agreed and understood that all of the agreements, covenants and
conditions of the Loan Documents shall remain in full force and effect, except
for the amendments and modifications expressly mentioned herein.
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F. Nothing herein contained shall in any manner effect the validity or
priority of the lien established by the Deed of Trust or the Second Deed of
Trust encumbering the Property referred to in Paragraph 2 above.
G. The recitals set forth in Paragraphs 1 through 5 above are incorporated
into the substantive provisions of this Agreement.
H. Borrower acknowledges that oral agreements or oral commitments to loan
money, extend credit or to forebear from enforcing repayment of a debt are not
enforceable under Washington law.
BORROWER:
XXXXXX XXXXXXXX MANAGEMENT
COMPANY, INC., formerly known as XXXXXX
XXXXXXXX HOTEL & CASINO, INC.
By: _____________________________
Its: __________________________
XXXXXX XXXXXXXX RESORTS, INC.
By: _____________________________
Its: __________________________
LENDER:
SOURCE CAPITAL CORPORATION
By: /s/ Xxxxx Xxxxxxxxxx
--------------------------------
Its: Executive Vice President
------------------------------
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STATE OF NEVADA )
) ss.
County of )
I certify that I know or have satisfactory evidence that _________________
signed this instrument, on oath stated that he/she was authorized to execute the
instrument and acknowledged it as ________________________ of XXXXXX XXXXXXXX
MANAGEMENT COMPANY, INC., to be the free and voluntary act of such corporation,
for the uses and purposes mentioned in the instrument.
DATED: March _______, 1995.
--------------------------------------------
Notary Public in and for the State of Nevada
Residing at:________________________________
My commission expires:______________________
STATE OF NEVADA )
) ss.
County of )
I certify that I know or have satisfactory evidence that
___________________ signed this instrument, on oath stated that he/she was
authorized to execute the instrument and acknowledged it as
______________________ of XXXXXX XXXXXXXX RESORTS, INC., to be the free and
voluntary act of such corporation, for the uses and purposes mentioned in the
instrument.
DATED: March _______, 1995.
--------------------------------------------
Notary Public in and for the State of Nevada
Residing at:________________________________
My commission expires:______________________
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STATE OF WASHINGTON )
) ss.
County of Spokane )
I certify that I know or have satisfactory evidence that XXXXX XXXXXXXXXX
signed this instrument, on oath stated that he/she was authorized to execute the
instrument and acknowledged it as E.V.P. of SOURCE CAPITAL CORPORATION., to be
the free and voluntary act of such corporation, for the uses and purposes
mentioned in the instrument.
DATED: March 27, 1995.
/s/: Xxxxxx Xxxxx
------------------------------------------------
Notary Public in and for the State of Washington
Residing at: Spokane, Washington
My commission expires: 3-22-98
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EXHIBIT "A"
PARCEL 1:
That portion of the Southeast Quarter (SE 1/4) of Section 9, Township 21 South,
Range 61 East, M.D.M., Xxxxx County, Nevada described as follows:
COMMENCING at the Southeast Corner of said Section 9;
THENCE North 04(dg)39'10" West along the East line of said Section 9, a distance
of 702.66 feet to the Northeast corner of that certain parcel of land described
by "Corporation Grant Deed" to Xxxxxx X. Xxxxxxxx, et ux, recorded March 24,
1949 in Book 59 of Deeds, page 504 as Instrument No. 30674S in the Xxxxx County
Recorder's Office, Xxxxx County, Nevada; THENCE North 89(dg)05'00" West along
the North line of said Parcel of land, 258.90 feet to a Southeast corner of that
certain parcel of land described by "Corporation Grant, Bargain, Sale Deed" to
Xxxxxxxx X. Xxxxx, et al, recorded December 4, 1951 in Book 65, Page 461 of
Deeds as Instrument No. 378222 in the Xxxxx County Recorder's Office, Xxxxx
County, Nevada; THENCE North 00(dg)11'23" East, 234.86 feet to a point on the
Southerly right of way line of Convention Center Drive (80.00 feet wide); THENCE
North 89(dg)24'14" West along said right of way line 1237.25 feet to the Point
of Beginning, which bears South 89(dg)24'14" East, 100.00 feet from the
Northwest corner of said Xxxxx Parcel; THENCE South 02(dg)53'34" East parallel
with the West line of said Xxxxx Parcel, 277.78 feet to a point on the South
line of said Xxxxx Parcel; THENCE South 88(dg)58'00" East along the South line
of said Xxxxx Parcel, 237.25 feet to the Northwest corner of that certain parcel
of land described by "Corporation Grant, Bargain, Sale Deed" to X.X. Xxxxx, et
ux, recorded February 13, 1952 in Book 66 of Deeds, page 26, as Instrument No.
380912 in the Xxxxx County Recorder's Office, Xxxxx County, Nevada; THENCE
continuing South 88(dg)58'00" East along the North line of said Griss Parcel,
219.18 feet to the Northeast Corner of "Desert Inn Condominiums" as shown by map
thereof on file in Book 26, page 86 in the Xxxxx County Recorder's Office, Xxxxx
County, Nevada; THENCE South 03(dg)51'03" East along the East line of said
tract, 601.57 feet to a point being 50.00 feet North of the South line of said
Section 9 and being on the Northerly right of way line of Desert Inn Road (90.00
feet wide); THENCE South 89(dg)06'04" East along said right of way line, 127.16
feet; THENCE curving to the left along a 25.00 foot radius curve , concave
Northwesterly, through a central angle of 95(dg)11'28", an arc length of 41.53
feet to a point on the Westerly right of way line of Xxx Drive (Varying width);
THENCE along said right of way line, the following Three (3) courses, North
04(dg)17'32" West, 212.70 feet to an angle point in said right of way line;
THENCE North 03(dg)16'28" West, 361.01 feet to a point on the South line of the
aforementioned Xxxxx Parcel; THENCE North 02(dg)14'14" West, 268.01 feet; THENCE
curving to the left along a 1S.00 foot radius curve, concave Southwesterly,
through a central angle of 87(dg)10'00", an arc length of 22-82 feet to a point
on the aforementioned Southerly right of way line of Convention Center Drive;
Page 1 of 3
THENCE North 89(dg)24'14" West along said right of way line, 601.44 feet to the
Point of Beginning.
EXCEPTING THEREFROM that portion as conveyed to Xxxxx County in a Deed recorded
September 2, 1993 in Book 930922 of Official Records, Xxxxx County, Nevada
Records, as Document No. 00213, and described as follows:
COMMENCING at the South Quarter Corner (S 1/4 cor.) of said Section 9; THENCE
along the South line of the Southeast Quarter (SE 1/4) of said Section, South
89(dg)21'56" East, 1691.65 feet; THENCE North 04(dg)06'59" West, 50.17 feet to
the Southwest Corner of said Parcel, being the True Point of Beginning; THENCE
along the West line of said Parcel, North 04(dg)06'59" West, 15.02 feet; THENCE
South 89(dg)21'56" East, 127.03 feet to a point of curvature; THENCE along a
curve to the left having a radius of 25.00 feet through a central angle of
95(dg)12'00", an arc length of 41.54 feet (chord North 43(dg)02'04" East 36.92
feet), to a point of tangency on the West right of way line of Xxx Avenue;
THENCE along said line South 04(dg)33'56" East, 15.06 feet to a point of
curvature; THENCE along a curve to the left having a radius of 25.00 feet
through a central angle of 95(dg)21'00", an arc length of 41.54 feet (chord
South 43(dg)02'04" West 36.92 feet) to a point of tangency on the North right of
way line of Desert Inn Road; THENCE along said line North 89(dg)21'56" West,
127.14 feet to the True Point of Beginning.
ALSO EXCEPTING THEREFROM that portion of the Southeast Quarter (SE 1/4) of
Section 9, Township 21 South, Range 61 East, M.D.M., Xxxxx County, Nevada
described as follows:
COMMENCING at the Southeast corner of said Section 9; THENCE North 89(dg)06'04"
West, along the South line thereof, 863.25 feet; THENCE North 04(dg)17'32" West,
departing said South line, 651.78 feet;
THENCE North 88(dg)58'00" West, 3.63 feet;
THENCE North 02(dg)14'14" West, 250.69 feet;
THENCE South 87(dg)45'46" West, 152.35 feet to the Point of Beginning;
THENCE South 00(dg)29'26" West, 9.90 feet;
THENCE North 89(dg)30'34" West, 3.25 feet;
THENCE South 00(dg)29'26" West, 84.00 feet;
THENCE South 89(dg)30'34" West, 10.60 feet;
THENCE South 00(dg)29'26" West, 19.85 feet;
THENCE North 89(dg)30'34" West, 11.97 feet;
THENCE North 00(dg)29'26" East, 81.80 feet;
THENCE South 89(dg)30'34" East, 29.40 feet;
THENCE South 00(dg)29'26" West, 8.50 feet;
THENCE South 89(dg)30'34" East, 4.75 feet;
THENCE North 00(dg)29'26" East, 7.60 feet;
THENCE South 89(dg)30'34" East, 10.60 feet;
THENCE North 00(dg)29'26" East, 6.00 feet;
THENCE South 89(dg)30'34" East, 91.22 feet;
THENCE North 00(dg)29'26" East, 5.30 feet;
THENCE South 89(dg)30'34" East, 13.65 feet;
THENCE North 00(dg)29'26" East, 9.90 feet;
THENCE South 89(dg)30'34" East, 18.80 feet to the True Point of
Beginning.
Page 2 of 3
PARCEL 2:
That portion of the Southeast Quarter (SE 1/4) of Section 9, Township 21 South,
Range 61 East, M.D.M., Xxxxx County, Nevada described as follows:
COMMENCING at the Southeast corner of said Section 9;
THENCE North 89(dg)06'04" West, along the South line thereof, 863.25 feet;
THENCE North 0401713211 West, departing said South line, 651.78 feet;
THENCE North 88(dg)58'00" West, 3.63 feeT;
THENCE North 02(dg)14'14" West, 250.69 feet;
THENCE South 87(dg)45'46" West, 152.35 feet to the Point of Beginning;
THENCE South 00(dg)29'26" West, 9.90 feet;
THENCE North 89(dg)30'34" West, 3.25 feet;
THENCE South 00(dg)29'26" West, 84.00 feet;
THENCE South 89(dg)30'34" West, 10.60 feet;
THENCE South 00(dg)29'26" West, 19.85 feet;
THENCE North 89(dg)30'34" West, 11.97 feet;
THENCE North 00(dg)29'26" East, 81.80 feet;
THENCE South 89(dg)30'34" East, 29.40 feet;
THENCE South 00(dg)29'26" West, 8.50 feet;
THENCE South 89(dg)30'34" East, 4.75 feet;
THENCE North 00(dg)29'26" East, 7.60 feet;
THENCE South 89(dg)30'34" East, 10.60 feet;
THENCE North 00(dg)29'26" East, 6.00 feet;
THENCE South 89(dg)30'34" East, 91.22 feet;
THENCE North 00(dg)29'26" East, 5.30 feet;
THENCE South 89(dg)30'34" East, 13.65 feet;
THENCE North 00(dg)29'26" East, 9.90 feet;
THENCE South 89(dg)30'34" East, 18.80 feet to the True Point of
Beginning.
Page 3 of 3
