FIRST AMENDMENT TO
DEED OF TRUST NOTE
AND CONSTRUCTION LOAN AGREEMENT
THIS FIRST AMENDMENT TO DEED OF TRUST NOTE AND CONSTRUCTION LOAN
AGREEMENT ("First Amendment") made as of the 27th day of February, 1998, between
COLONIAL DOWNS, L.P., a Virginia limited partnership, having its principal
office at 0000 Xxxxxxxxxx Xxxx, X.X. Xxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
(the "Borrower") and PNC BANK, NATIONAL ASSOCIATION ("the Bank"), whose address
is One PNC Plaza, P1-XXXX-19-2, 19th Floor, 000 Xxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000, Attention: Real Estate Banking.
W I T N E S S E T H:
WHEREAS, the Borrower executed and delivered to the Bank that certain
Deed of Trust Note (the "Note") dated June 26, 1997, in the original principal
amount of $10,000,000 (all capitalized terms employed herein shall have the
meanings ascribed to such terms in the Note unless defined to the contrary
herein) pursuant to the terms and conditions of that certain Construction Loan
Agreement dated June 26, 1997 (the "Agreement"); and
WHEREAS, the Borrower remains the owner of, and party to, the Note, the
Agreement and of the other documents executed in connection with the Note; and
WHEREAS, the parties desire to amend the amortization schedule by
deferring the commencement date of principal payments required under the Note
from March 31, 1998 to December 1, 1998, and to amend the Note and the Agreement
in certain other respects.
NOW, THEREFORE, for good and valuable consideration, intending to be
legally bound, the parties covenant and agree as follows:
1. The definition of the term "Amortization Period" as used in
paragraph B of the Note and defined in paragraph 1.1 of the Agreement is hereby
amended to provide in full as follows:
"Amortization Period" shall mean the period of time during the
term of the Loan where Borrower shall make Mandatory Principal Payments
to Lender; which period shall begin on March 31, 1999
2. Paragraph B of the Note is hereby further amended by adding the
following sentence at the beginning of Paragraph B:
"On December 1, 1998, Borrower shall make a principal payment
in the amount of One Million Dollars ($1,000,000)".
3. Except as specifically modified herein, each of the Note and the
Agreement is hereby ratified and confirmed and all other terms and conditions of
the Note and the Agreement remain in full force and effect. Nothing contained
herein shall be deemed to constitute a novation of the obligations of Borrower
evidenced by the Note.
4. The Borrower hereby represents and warrants to the Bank that (a) no
Event of Default, and no event or condition which, with the passage of time or
the giving of notice or both, would constitute an Event of Default, has occurred
and is continuing on the date hereof, and (b) the Borrower has no set-off claim
or other defense with respect to its obligations under the Note, the Agreement,
and the other loan documents executed in connection therewith.
[Signatures to follow]
IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the date first written above.
ATTEST: PNC BANK, NATIONAL ASSOCIATION
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxx
-------------------- ----------------
Title: Vice President Title: Real Estate Officer
COLONIAL DOWNS, L.P., a Virginia limited
partnership
ATTEST: By: STANSLEY RACING CORP., a
Virginia corporation, its sole general
partner
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
---------------- -------------------------------
Title: _________________________ Title: CEO and President
CONSENT
Each of the undersigned hereby consents as of the date first written above to
this First Amendment to Deed of Trust Note and Construction Loan Agreement and
ratifies and reaffirms its respective obligations under the Loan Documents,
including without limitation, the Guaranties, the Pledge Agreements and the
Subordination Agreement (Deed of Trust):
/s/ Xxxxxxx X. Xxxxxx
---------------------
XXXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxx
---------------------
XXXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxx
---------------------
STANSLEY RACING CORP.
By: Xxxxxxx X. Xxxxxx
Title: CEO and President
COLONIAL DOWNS HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Title: CEO and President
CD ENTERTAINMENT, LTD.
By: Xxxxxx Entertainment, Ltd., its Manager
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Title: Manager
COMMONWEALTH OF PENNSYLVANIA )
) SS.:
COUNTY OF ALLEGHENY )
On this, the 30th day of March, 1998, before me, a Notary
Public, personally appeared Xxxx X. Xxxx, who acknowledged himself to be the
Real Estate Officer of PNC BANK, NATIONAL ASSOCIATION, and that he as such
officer, being authorized to do so, executed the foregoing instrument for the
purposes therein contained, by signing the name of the association by himself as
such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxxx Xxxxxxxxx
-------------------
Notary Public
My Commission Expires: July 23, 0000
XXXXXXXXXXXX XX XXXXXXXX )
) SS:
CITY OF RICHMOND )
On this, the 18th day of March, 1998, before me, a Notary
Public, personally appeared Xxxxxxx X. Xxxxxx, who acknowledged himself to be
the President and Chief Executive Officer of STANSLEY RACING CORP., a Virginia
corporation, the general partner of COLONIAL DOWNS, L.P., a Virginia limited
partnership, and that he as such officer, being authorized to do so, executed
the foregoing instrument for the purposes therein contained, by signing the name
of the corporation as general partner of such limited partnership by himself as
such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxxxxx X. Xxxxx
--------------------
Notary Public
My Commission Expires: February 28, 0000
XXXXXXXXXXXX XX XXXXXXXX )
) SS:
CITY OF RICHMOND )
On this, the 18th day of March, 1998, before me, a Notary Public,
personally appeared Xxxxxxx X. Xxxxxx, known to me (or satisfactory proven) to
be the person whose name is subscribed to the within instrument, and
acknowledged that such person executed the same for the purposes therein
contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxxxxx X. Xxxxx
--------------------
Notary Public
My Commission Expires: February 28, 2001
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
On this, the 24th day of March, 1998, before me, a Notary Public,
personally appeared Xxxxxxx X. Xxxxxx, known to me (or satisfactory proven) to
be the person whose name is subscribed to the within instrument, and
acknowledged that such person executed the same for the purposes therein
contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxxxx X. Xxxxxxx
---------------------
Notary Public
My Commission Expires: May 2, 0000
XXXXXXXXXXXX XX XXXXXXXX )
) SS:
CITY OF RICHMOND )
On this, the 18th day of March, 1998, before me, a Notary Public,
personally appeared Xxxxxxx X. Xxxxxx, who acknowledged himself to be the
Manager of Xxxxxx Entertainment, Ltd., Manager of CD ENTERTAINMENT, LTD., an
Ohio limited liability company, and that he as such officer, being authorized to
do so, executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation as general partner of such partnership by
himself as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxxxxx X. Xxxxx
--------------------
Notary Public
My Commission Expires: February 28, 0000
XXXXXXXXXXXX XX XXXXXXXX )
) SS:
CITY OF RICHMOND )
Before me, a Notary Public, in and for said City and State, personally
appeared Xxxxxxx X. Xxxxxx, President and Chief Executive Officer of COLONIAL
DOWNS HOLDINGS, INC., a Virginia corporation, on behalf of the corporation, who
acknowledged that he did sign the foregoing instrument and that the same is his
free act and deed.
In Testimony Whereof, I have hereunto set my hand and official seal at
11:40 a.m. this 18th day of March, 1998.
/s/ Xxxxxxx X. Xxxxx
--------------------
Notary Public
My Commission Expires: February 28, 0000
XXXXXXXXXXXX XX XXXXXXXX )
) SS:
CITY OF RICHMOND )
Before me, a Notary Public, in and for said City and State, personally
appeared Xxxxxxx X. Xxxxxx, President and Chief Executive Officer of STANSLEY
RACING CORP., who acknowledged that he did sign the foregoing instrument and
that the same is his free act and deed.
In Testimony Whereof, I have hereunto set my hand and official seal at
11:40 a.m. this 18th day of March, 1998.
/s/ Xxxxxxx X. Xxxxx
--------------------
Notary Public
My Commission Expires: February 28, 2001
